AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 19, 1998.
FILE NO. 33-8982
ICA NO. 811-4852
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
PRE-EFFECTIVE AMENDMENT NO. _____ [_]
POST-EFFECTIVE AMENDMENT NO. 37 [X]
AND
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 38
THE VICTORY PORTFOLIOS
(EXACT NAME OF REGISTRANT AS SPECIFIED IN TRUST INSTRUMENT)
3435 STELZER ROAD
COLUMBUS, OHIO 43219
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
(800) 362-5365
(AREA CODE AND TELEPHONE NUMBER)
COPY TO:
MICHAEL SULLIVAN CARL FRISCHLING, ESQ.
BISYS FUND SERVICES KRAMER, LEVIN, NAFTALIS & FRANKEL
3435 STELZER ROAD 919 THIRD AVENUE
COLUMBUS, OHIO 43219 NEW YORK,NEW YORK 10022
(NAME AND ADDRESS OF AGENT FOR SERVICE)
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE:
[ ] IMMEDIATELY UPON FILING PURSUANT TO [X] ON MARCH 20, 1998 PURSUANT
PARAGRAPH (b) TO PARAGRAPH (b)
[ ] 60 DAYS AFTER FILING PURSUANT TO [ ] (DATE) PURSUANT TO
PARAGRAPH (a)(1) PARAGRAPH (a)(1)
[ ] 75 DAYS AFTER FILING PURSUANT TO [ ] ON (DATE) PURSUANT TO
PARAGRAPH (a)(2) PARAGRAPH (a)(2) OF RULE 485.
IF APPROPRIATE, CHECK THE FOLLOWING BOX:
[ ] THIS POST-EFFECTIVE AMENDMENT DESIGNATES A NEW EFFECTIVE DATE FOR A
PREVIOUSLY FILED POST- EFFECTIVE AMENDMENT.
<PAGE>
THE VICTORY PORTFOLIOS
CROSS-REFERENCE SHEET
THE VICTORY PORTFOLIOS
<TABLE>
<CAPTION>
Item Number
Form N-1A
Part A Prospectus Caption
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<S> <C>
1. Cover Page Cover Page; Introduction
2. Synopsis Fund Expenses
3. Condensed Financial Information Financial Highlights
4. General Description of Registrant Introduction; Investment Objective, Policies and
Strategies; Risk Factors; Investment Limitations;
Additional Information
5. Management of the Fund Organization and Management of the Fund
5.A. Management's Discussion of Fund Investment Performance
Performance
6. Capital Stock and Other Securities INVESTING WITH VICTORY; How to Purchase
Shares; How to Exchange Shares; How to Redeem
Shares; Dividends, Distributions and Taxes;
Organization and Management of the Funds;
Additional Information; Other Securities and
Investment Practices
7. Purchase of Securities Being Offered How to Purchase Shares; How to Exchange Shares
8. Redemption or Repurchase How to Exchange Shares; How to Redeem Shares
9. Pending Legal Proceedings Inapplicable
</TABLE>
<PAGE>
THE VICTORY PORTFOLIOS
CROSS REFERENCE SHEET
THE VICTORY PORTFOLIOS
<TABLE>
<CAPTION>
Item Number
Form N-1A Statement of Additional
Part B Information Caption
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<S> <C>
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History Additional Information
13. Investment Objectives and Policies Investment Objectives and Investment Policies and
Limitations
14. Management of the Fund Trustees and Officers
15. Control Persons and Principal Additional Information
Holders of Securities
16. Investment Advisory and Other Advisory and Other Contracts
Services
17. Brokerage Allocation and Other Practices Advisory and Other Contracts
18. Capital Stock and Other Securities Valuation of Portfolio Securities for the Money
Market Funds; Valuation of Portfolio Securities for
the Taxable Bond Funds and the Tax-Free Bond
Funds; Additional Purchase, Exchange and
Redemption Information; Additional Information
19. Purchase, Redemption and Pricing Valuation of Portfolio Securities for the Money
of Securities Being Offered Market Funds; Valuation of Portfolio Securities
for the Taxable Bond Funds and the Tax-Free
Bond Funds; Additional Purchase, Exchange and
Redemption Information; Performance of the
Money Market Funds; Performance of the Non-
Money Market Funds; Additional Information
20. Tax Status Dividends and Distributions; Taxes
21. Underwriters Advisory and Other Contracts
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE VICTORY PORTFOLIOS
<S> <C>
21. Calculation of Performance Data Performance of the Money Market Funds;
Performance of the Non-Money Market Funds;
Additional Information
22. Financial Statements
</TABLE>
Part C
Information required to be included in Part C is set forth under the appropriate
Item, so numbered, in Part C of the Registration Statement.
<PAGE>
VICTORY FUNDS
PROSPECTUS
CONVERTIBLE SECURITIES FUND
800-539-FUND OR 800-539-3863
MARCH 23, 1998
<PAGE>
THE VICTORY PORTFOLIOS
Prospectus for
THE CONVERTIBLE SECURITIES FUND
800-539-FUND
800-539-3863
This prospectus describes the Convertible Securities Fund (the Fund). The Fund
is a diversified mutual fund and is a part of The Victory Portfolios (Victory),
an open-end investment management company. This prospectus explains the
objectives, policies, risks, and strategies of the Fund. You should read this
prospectus before investing in the Fund and keep it for future reference. A
detailed Statement of Additional Information (SAI) describing the Fund is also
available for your review. The SEC maintains a Web site (http://www.sec.gov)
that contains the SAI, material incorporated by reference into this Prospectus
and the SAI, and other information regarding registrants that file
electronically with the SEC. The SAI has been filed with the Securities and
Exchange Commission and is incorporated into this prospectus by reference. If
you would like a free copy of the SAI, please call us at 800-539-FUND.
Shares of the Fund are:
Not insured by the FDIC;
Not deposits or other obligations of, or guaranteed by, any KeyBank, any of its
affiliates, or any other bank; Subject to investment risks, including possible
loss of the principal amount invested.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY SUCH STATE AUTHORITY PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
<PAGE>
TABLE OF CONTENTS
Introduction 2
Fund Expenses 4
Financial Highlights 5
Investment Objective, Policies, and Strategies 4
An analysis which includes objective, policies, and strategies
Risk Factors 7
Investment Limitations 8
Investment Performance 9
Share Price 9
Dividends, Distributions, and Taxes 10
Investing with Victory 12
How to Purchase Shares 14
How to Exchange Shares 16
How to Redeem Shares 17
Organization and Management of the Fund 18
Additional Information 21
Other Securities and Investment Practices 22
<PAGE>
^KEY TO FUND INFORMATION
OBJECTIVE AND STRATEGY
The goals and the strategy that the Fund plans to use in pursuing its investment
objective.
RISK FACTORS
The risks that you may assume as an investor in the Fund.
EXPENSES
The costs that you will pay as an investor in the Fund, including sales charges
and ongoing expenses.
FINANCIAL HIGHLIGHTS
A table that shows the historical performance of the Fund by share class. This
table also summarizes previous operating expenses.^
INVESTMENT OBJECTIVE AND STRATEGY
OBJECTIVE: The Victory Convertible Securities Fund seeks a high level of current
income together with long-term capital appreciation.
STRATEGY: The Fund pursues its investment objective by investing primarily in
convertible bonds, corporate notes, convertible preferred stocks, and other
securities convertible into common stock. Please review "Investment Objective,
Policies, and Strategies" and "Other Securities and Investment Practices" for an
overview of the Fund.
RISK FACTORS
The Fund is not insured by the FDIC. Since convertible securities fluctuate in
value, the Fund's shares also will fluctuate in value. In addition, there are
other potential risks which are discussed in the section "Risk Factors."
WHO SHOULD INVEST
Investors willing to accept moderate risk along with moderate potential
long-term returns
Investors seeking a fund for the growth portion of a diversified portfolio
Investors who are investing for goals that are many years in the future
FEES AND EXPENSES
You may pay a sales charge of up to 5.75% of the offering price, depending on
the amount you invest. You also will incur expenses for investment advisory,
administrative, and shareholder services, all of which are included in the
Fund's expense ratio.
2
<PAGE>
PURCHASES
The minimum initial investment is $500 for most accounts ($250 for Individual
Retirement Accounts) and $25 thereafter. If you purchase shares through an
Investment Professional, you may be subject to different minimums. The initial
investment must be accompanied by the Fund's Account Application. Fund shares
may be purchased by check, Automated Clearing House, or wire. See "How to
Purchase Shares."
REDEMPTIONS
You can redeem Fund shares by written request or telephone. When the Transfer
Agent receives a redemption request in proper form, the Fund will redeem the
shares and credit your bank account or send the proceeds to the address
designated on your Account Application. See "How to Redeem Shares."
DIVIDENDS/DISTRIBUTIONS
Ordinarily, the Fund declares and pays dividends from its net investment income
quarterly. Any net capital gains realized by the Fund are paid as dividends at
least annually. The Fund can send your dividends directly to you by mail, credit
them to your bank account, reinvest them in the Fund, or invest them in another
fund of The Victory Group. The "Victory Group" includes other funds of the
Victory Funds. You can make this choice when you fill out an Account
Application. See "Dividends, Distributions, and Taxes."
OTHER SERVICES
Victory offers a number of other services to better serve shareholders including
exchange privileges and automated investment and withdrawal plans. See "How to
Exchange Shares" and "How to Redeem Shares." Our toll-free fax number is
800-529-2244. You can reach Victory's Telecommunication Device for the Deaf
(TDD) at 800-970-5296.
GENERAL INFORMATION ABOUT THE CONVERTIBLE SECURITIES FUND
The inception date of the SBSF Convertible Securities Fund was April 4, 1988.
Shareholders recently voted to reorganize the SBSF Convertible Securities Fund
into Class A Shares of the Victory Convertible Securities Fund, which began
operations on March 23, 1998. The estimated annual expenses (as a percentage of
net assets) are 1.25%. The Fund has a maximum sales charge of 5.75%. The
newspaper abbreviation for the Fund is Victory CnvSec.
All newspapers do not carry the same abbreviation.
The following pages provide you with an overview of the Fund. Please look at the
objective, policies, strategies, risks, expenses, and financial history to
determine if this Fund will suit your risk tolerance and investment needs. You
should also review the "Other Securities and Investment Practices" section for
additional information about the individual securities in which the Fund can
invest and the risks related to these investments.
3
<PAGE>
FUND EXPENSES
This section will help you understand the costs and expenses you would pay,
directly or indirectly, if you invest in the Fund.
-------------------------------------------------------------------
Shareholder Transaction Expenses* Class A Shares
-------------------------------------------------------------------
Maximum Sales Charge Imposed on Purchases 5.75%
(as a percentage of offering price)
-------------------------------------------------------------------
Sales Charge Imposed on Reinvested Dividends NONE
-------------------------------------------------------------------
Deferred Sales Charge NONE**
-------------------------------------------------------------------
Redemption Fees NONE
-------------------------------------------------------------------
Exchange Fees NONE
-------------------------------------------------------------------
*You may be charged additional fees if you purchase, exchange, or redeem shares
through a broker or agent.
**Except for investments of $1 million or more. See "Investing With Victory."
The Annual Fund Operating Expenses table illustrates the estimated operating
expenses that you will incur as a shareholder of the Fund. THESE EXPENSES ARE
CHARGED DIRECTLY TO THE FUND. Expenses include management fees as well as the
costs of maintaining accounts, administering the Fund, providing shareholder
services, and other activities. The expenses shown are estimated based on
historical expenses of the predecessor Fund adjusted to reflect anticipated
expenses.
-------------------------------------------------------------------------
Annual Fund Operating Expenses Class A Shares
-------------------------------------------------------------------------
(as a percentage of average daily net assets)
-------------------------------------------------------------------------
Management Fees .75%
-------------------------------------------------------------------------
Other Expenses(1) .50%
-------------------------------------------------------------------------
Total Fund Operating Expenses (1) 1.25%
=====
-------------------------------------------------------------------------
(1) Other Expenses includes an estimate of shareholder servicing fees the Fund
expects to pay. See "Organization and Management of the Fund--Shareholder
Servicing Plan."predecessor
This example is designed to help you understand the various costs you will bear,
directly or indirectly, as an investor in the Fund.
EXAMPLE: You would pay the following expenses on a $1,000 investment in the
Fund, assuming (1) a 5% annual return and (2) redemption at the end of each time
period.
1 Year 3 Years 5 Years 10 Years
Class A Shares $70 $95 $122 $200
THIS EXAMPLE IS ONLY AN ILLUSTRATION. ACTUAL EXPENSES AND RETURNS WILL VARY.
4
<PAGE>
FINANCIAL HIGHLIGHTS
The Financial Highlights describe the Fund's returns and operating expenses over
time. This table shows the results of an investment in one share of the KeyFunds
SBSF Convertible Securities Fund (the predecessor of the Fund) for each of the
periods indicated.
[Chart depicting the variability of the Fund's year-to-year total return.]
CONVERTIBLE SECURITIES FUND
FISCAL YEAR ENDED NOVEMBER 30,
<TABLE>
<CAPTION>
1997 1996 1995 1994 1993 1992 1991 1990 1989 1988(a)
---- ---- ---- ---- ---- ---- ---- ---- ---- -------
PER SHARE OPERATING PERFORMANCE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $13.55 $12.16 $11.05 $12.48 $10.98 $10.65 $9.15 $10.65 $9.91 $10.00
Net investment income 0.62 0.65 0.60 0.61 0.57 0.59 0.67 0.87 0.84 0.44
Net realized and unrealized gains 1.43 1.68 1.50 (1.12) 1.79 0.56 1.63 (1.38) 0.86 (0.30)
(losses from investments) ----- ----- ----- ------ ----- ----- ----- ------ ----- ------
Total from investment operations 2.05 2.33 2.10 (0.51) 2.36 1.15 2.30 (0.51) 1.70 0.14
Less dividends and distributions:
Dividends from net investment income (0.65) (0.62) (0.61) (0.61) (0.57) (0.72) (0.71) (0.80) (0.96) (0.23)
Distributions from net realized gains (0.62) (0.32) (0.38) (0.31) (0.29) (0.10) (0.09) (0.19) -- --
------ ------ ------ ------ ------ ------ ------ ------
Total dividends and distributions (1.27) (0.94) (0.99) (0.92) (0.86) (0.82) (0.80) (0.99) (0.96) (0.23)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $14.33 $13.55 $12.16 $11.05 $12.48 $10.98 $10.65 $9.15 $10.65 $9.91
======= ======= ======= ======= ======= ======= ======= ====== ======= =====
Total Return 16.26% 20.28% 20.43% (4.36%) 22.42% 11.20% 26.33% (5.18%) 17.88% 1.42%(b)
RATIOS AND SUPPLEMENTAL DATA:
Net assets end of period (000) $104,982 $81,478 $68,212 $58,845 $64,537 $42,442 $28,123 $15,200 $12,061 $5,044
Ratio of expenses to average net assets 1.34% 1.31% 1.31% 1.30% 1.24% 1.32% 1.37% 1.52% 1.15% 0.84%(c)
Ratio of net investment income
to average net assets 4.75% 5.17% 5.36% 5.20% 4.75% 6.78% 8.50% 10.64% 9.87% 8.74%(c)
Decrease reflected in above
expense ratios due to advisory
and administration fees waived -- -- -- -- -- -- -- -- 0.55% 0.98%
Portfolio Turnover Rate 77% 40% 52% 49% 30% 42% 53% 32% 76% 9%
Average commission rate per share $0.0584 $0.0413 -- -- -- -- -- -- -- --
</TABLE>
The financial highlights were audited by Coopers & Lybrand L.L.P. for the year
ended November 30, 1997. The financial highlights were audited by Price
Waterhouse LLP for all other periods presented. The audited Financial Statements
and reports of the predecessor portfolio are incorporated. These financial
highlights reflect historical information about the SBSF Convertible Securities
Fund, the predecessor to the Fund. This information should be read in
conjunction with the Fund's most recent Annual Report to shareholders and
related financial statements and notes, which are incorporated by reference into
the SAI. If you would like a copy of the Annual Report, write or call the Fund
at 800-539-FUND.
- ----------
(a) From April 14, 1988 (commencement of operations) to November 30, 1988.
(b) Not annualized.
(c) Annualized.
5
<PAGE>
INVESTMENT OBJECTIVE, POLICIES, AND STRATEGIES
INVESTMENT OBJECTIVE
The Convertible Securities Fund seeks a high level of current income together
with long-term capital appreciation.
INVESTMENT POLICIES AND STRATEGY
The Convertible Securities Fund pursues its investment objective by investing at
least 65% of the Fund's total assets in convertible securities. The Fund may
invest up to 100% of its total assets in lower-rated debt securities, sometimes
referred to as "junk bonds."
Under normal market conditions, the Fund will invest at least 65% of its total
assets in:
o Securities convertible into common stocks, such as convertible bonds,
corporate notes, and convertible preferred stocks
o Synthetic convertible securities, which are created by combining fixed
income securities with the right to acquire equity securities
May invest up to 35% of its total assets in:
o Investment-grade corporate debt securities
o U.S. Government securities and high-quality short-term debt obligations
o Preferred stocks
o Repurchase agreements
o Lower-rated debt securities
The Fund also may invest up to 10% of its total assets in foreign debt and
equity securities. For more information about other securities in which the Fund
can invest, see "Other Securities and Investment Practices" and the SAI.
The Convertible Securities Fund is designed for long-term investors. The Fund is
subject to the risks common to all mutual funds and the risks common to mutual
funds that invest in convertible securities, debt securities, equity securities,
and futures and options contracts. In addition, the Convertible Securities Fund
is subject to the risks related to investments in lower-rated debt securities.
By itself, the Convertible Securities 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.
PORTFOLIO MANAGEMENT
Richard A. Janus and James K. Kaesberg are the Portfolio Managers of the Fund,
positions they have held since April, 1996. Richard A. Janus is a Senior
Managing Director for Key Asset Management Inc. (KAM). He has been in the
investment advisory business since 1977. James K. Kaesberg is a Portfolio
Manager and Managing Director of Convertible Securities Investments for KAM, and
has been in the investment advisory business since 1985.
6
<PAGE>
RISK FACTORS
This prospectus describes some of the risks that you may assume as an investor
in the Fund. By matching your investment objective with a comfortable level of
risk, you can create your own customized investment plan. Some limitations on
the Fund's investments are described in the section that follows. "Other
Securities and Investment Practices" at the end of this prospectus provides
additional information about the securities mentioned in the overview of the
Fund. As with any mutual fund, there is no guarantee that the Fund will earn
income or show a positive total return over time. The Fund's price, yield, and
total return will fluctuate. You may lose money if the Fund's investments do not
perform well. See the SAI for more information about risks.
THE FOLLOWING RISKS ARE COMMON TO ALL MUTUAL FUNDS:
MARKET RISK is the risk that the market value of a security may fluctuate,
depending on the supply and demand for that type of security. As a result of
this fluctuation, a security may be worth less than the price the Fund
originally paid for it or less than the security was worth at an earlier time.
Market risk may affect a single security, an industry, a sector of the economy,
or the entire market, and is common to all investments.
MANAGER RISK is the risk that the Fund's Portfolio Manager may use a strategy
that does not produce the intended result. Manager risk also refers to the
possibility that a Portfolio Manager may fail to execute a Fund's investment
strategy effectively and thus fail to achieve its objective.
THE FOLLOWING RISKS ARE COMMON TO MUTUAL FUNDS THAT INVEST IN CONVERTIBLE
SECURITIES:
Convertible securities have their own unique risks, two of which are listed
below:
o DEFAULT RISK can occur since many convertible securities are not investment
grade quality, and this type of debt is subordinate to other types of debt
securities.
o INTEREST RATE RISK can occur if interest rates rise and the value of equity
securities fall. Under these circumstances, convertible securities could
lose value. Generally the loss in value of convertible securities would be
less than losses in the equity market.
THE FOLLOWING RISKS ARE COMMON TO MUTUAL FUNDS THAT INVEST IN DEBT SECURITIES:
INTEREST RATE RISK. The value of a debt security typically changes in the
opposite direction from a change in interest rates. Therefore, when interest
rates go up, the value of a fixed-rate security typically goes down. When
interest rates go down, the value of these securities typically goes up.
Generally, the market values of securities with longer maturities are more
sensitive to changes in interest rates.
INFLATION RISK is the risk that inflation will erode the purchasing power of the
cash flows generated by debt securities held by the Fund. Fixed-rate debt
securities are more susceptible to this risk than floating-rate debt securities.
REINVESTMENT RISK is the risk that when interest income is reinvested, interest
rates will have declined so that income must be reinvested at a lower interest
rate. Generally, interest rate risk and reinvestment risk have offsetting
effects.
CREDIT (OR DEFAULT) RISK is the risk that the issuer of a debt security will be
unable to make timely payments of interest or principal. Credit risk is measured
by NRSROs* such as S&P, Fitch, or Moody's.
LOWER-RATED SECURITIES (JUNK BONDS) are subject to certain risks in addition to
those risks associated with higher-rated securities. Because companies that
issue lower-rated securities may be more susceptible to real or perceived
adverse economic conditions than higher-quality companies, these securities may
be less liquid and more volatile than investment-grade securities and may be
considered speculative. Lower-rated securities may be more difficult to evaluate
than higher-rated securities. See the Appendix for a description of ratings of
lower-rated securities.
THE FOLLOWING RISKS ARE COMMON TO MUTUAL FUNDS THAT INVEST IN EQUITY SECURITIES:
EQUITY RISK is the risk that the value of the security will fluctuate in
response to changes in earnings or other conditions affecting the issuer's
profitability. Unlike debt securities, which have preference to a company's
earnings and cash flow, equity securities are entitled to the residual value
after the company meets its other obligations. For example, holders of debt
securities have priority over holders of equity securities to a company's assets
in the event of bankruptcy.
^It is important to keep in mind one basic principle of investing: the greater
the risk, the greater the potential reward. The reverse is also generally true:
the lower the risk, the lower the potential reward.^
*An NRSRO is a nationally-recognized statistical rating organization such as
Standard & Poor's (S&P), Fitch, or Moody's, which assigns credit ratings to
certain securities based on the borrower's ability to meet its obligations to
make principal and interest payments.
7
<PAGE>
THE FOLLOWING RISKS ARE COMMON TO MUTUAL FUNDS THAT INVEST IN FOREIGN
SECURITIES:
FOREIGN ISSUER AND CURRENCY RISK. Foreign debt and equity securities involve
additional risks. Foreign issuers may not be subject to uniform accounting,
auditing, and financial reporting standards and practices used by domestic
issuers. In addition, foreign securities markets may be less liquid, more
volatile, and less subject to governmental supervision than in the U.S.
Investments in foreign countries could be affected by factors not present in the
U.S., including expropriation, confiscation of property, and difficulties in
enforcing contracts. Currency risk is the risk that fluctuations in the exchange
rates between the U.S. dollar and foreign currencies may negatively affect an
investment. Adverse changes in exchange rates may erode or reverse any gains
produced by investments denominated in foreign currencies.
THE FOLLOWING RISKS ARE COMMON TO MUTUAL FUNDS THAT INVEST IN FUTURES AND
OPTIONS CONTRACTS:
LEVERAGE RISK. Futures and options contracts are leveraged instruments, which
means that their response to economic conditions may be magnified. Therefore, if
the Portfolio Manager incorrectly uses futures or options contracts, the Fund
can sustain a loss significantly in excess of the cost of the futures or options
contracts.
CORRELATION RISK. Futures and options contracts can be used in an effort to
hedge against certain risks. Generally, an effective hedge generates gains or
losses that offset the gains or losses from another position held by the Fund.
Correlation risk is the risk that a hedge created using futures or options
contracts (or any derivative) does not, in fact, respond to economic conditions
in the manner the Portfolio Manager expected. In such a case, the futures or
options contracts hedge may not generate gains sufficient to offset losses and
may actually generate losses.
INVESTMENT LIMITATIONS
To help reduce risk, the Fund has adopted limitations on some investment
policies. These limits involve the Fund's ability to borrow money and the amount
it can invest in various types of securities, including illiquid securities.
Certain limitations can be changed only with the approval of shareholders.
Victory's Board of Trustees can change other investment limitations without
shareholder approval. See "Other Securities and Investment Practices" and the
SAI for more information.
The Fund limits to 25% of its total assets the amount it may invest in any
single industry (other than U.S. Government obligations). The Fund limits its
borrowing to 5% of its total assets. Borrowing may be in the form of selling a
security that it owns and agreeing to repurchase that security later at a higher
price. The Fund does not intend to borrow for leveraging purposes.
DIVERSIFICATION REQUIREMENTS
SEC REQUIREMENT: The Fund is "diversified" according to certain federal
securities provisions regarding diversification of its assets. Generally, under
these provisions, a Fund must invest at least 75% of its total assets so that no
more than 5% of its total assets are invested in the securities of any one
issuer.
IRS REQUIREMENT: The Fund also intends to comply with certain federal tax
requirements regarding the diversification of its assets, which generally are
less restrictive than the securities provisions. These diversification
provisions and requirements are discussed in the SAI.
^The SEC and IRS have certain restrictions with which all mutual funds must
comply. The Fund monitors these limitations on an ongoing basis.^
8
<PAGE>
INVESTMENT PERFORMANCE
Victory may advertise the performance of the Fund by comparing it to other
mutual funds with similar objectives and policies. Performance information also
may appear in various publications. Any fees charged by Investment Professionals
may not be reflected in these performance calculations. Performance information
is contained in the annual and semi-annual reports. You may obtain a copy free
of charge by calling 800-539-FUND.
The "30-day yield" is an "annualized" figure--the amount you would earn if you
stayed in the Fund for a year and the Fund continued to earn the same net
investment income throughout that year. To calculate 30-day yield, the Fund's
net investment income per share for the most recent 30 days is divided by the
maximum offering price per share.
To calculate "total return," the Fund starts with the total number of shares
that you can buy for $1,000 at the beginning of the period. Then the Fund adds
all dividends and distributions paid as if they were reinvested in additional
shares. (This takes into account the Fund's dividend distributions, if any.) The
total number of shares is multiplied by the net asset value on the last day of
the period and the result is divided by the initial $1,000 investment to
determine the percentage gain or loss. For periods of more than one year, the
cumulative total return is adjusted to get an average annual total return.
YIELD is a measure of net interest and dividend income.
AVERAGE ANNUAL TOTAL RETURN is a hypothetical measure of past dividend income
plus capital appreciation. It is the sum of all parts of the Fund's investment
return for periods greater than one year.
TOTAL RETURN is the sum of all parts of the Fund's investment return.
Whenever you see information on a Fund's performance, do not consider the past
performance to be an indication of the performance you could expect by making an
investment in the Fund today. The past is an imperfect guide to the future.
History does not always repeat itself.
^Past performance does not guarantee future results. You may obtain the current
30-day yield by calling 800-539-FUND. Our Shareholder Servicing representatives
are available from 8:00 a.m. to 8:00 p.m. Eastern Time Monday through Friday.^
SHARE PRICE
^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 dollar amount and value of your
investment.^
The Fund's share price, called its net asset value (NAV), is calculated each
business day as of the close of the New York Stock Exchange (normally at 4:00
p.m. Eastern Time). Shares are purchased, exchanged, and redeemed at the next
share price calculated after your investment instructions are received and
accepted. A business day is a day on which the New York Stock Exchange is open
for trading or any day in which enough trading has occurred in the securities
held by the Fund to affect the NAV materially. If your account is established
with an Investment Professional or a bank, you may not be able to purchase or
sell shares on other holidays when the Federal Reserve Bank of Cleveland is
closed, but the New York Stock Exchange is open.
The NAV is calculated by adding up the total value of the Fund's investments and
other assets, subtracting its liabilities, and then dividing that figure by the
number of outstanding shares of the Fund:
Total Assets-Liabilities
NAV = --------------------------------------------
Number of Shares Outstanding
The Fund's net asset value usually can be found daily in The Wall Street Journal
and other local newspapers.
9
<PAGE>
DIVIDENDS, DISTRIBUTIONS, AND TAXES
As a shareholder, you are entitled to your share of net income and capital gains
on the Fund's investments. The Fund passes its earnings along to investors in
the form of dividends. Dividend distributions are the net dividends or interest
earned on investments after expenses. If the Fund makes a capital gain
distribution, it is paid once a year. As with any investment, you should
consider the tax consequences of an investment in the Fund.
Ordinarily, the Fund declares and pays dividends from its net investment income
quarterly. The Fund pays any net capital gains realized as dividends at least
annually. Distributions can be received in one of the following ways:
^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
the Transfer Agent at 800-539-FUND.^
REINVESTMENT OPTION
You can have distributions automatically reinvested in additional shares of the
Fund. If you do not indicate another choice on your Account Application, this
option will be assigned to you automatically.
CASH OPTION
You will be mailed a check no later than 7 days after the pay date.
INCOME EARNED OPTION
Dividends can be automatically reinvested in the Fund and your capital gains can
be paid in cash, or capital gains can be reinvested and dividends paid in cash.
DIRECTED DIVIDENDS OPTION
You can have distributions automatically reinvested in the same class of shares
of another fund of The Victory Group. If distributions from Class A shares are
reinvested in Class A shares of another fund, you will not pay a sales charge on
the reinvested distributions.
DIRECTED BANK ACCOUNT OPTION
In most cases, you can have distributions automatically transferred to your bank
checking or savings account. Under normal circumstances, dividends will be
transferred within 7 days of the dividend payment date. The bank account must
have a registration identical to that of your Fund account.
^BUYING A DIVIDEND. You should check the Fund's 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.^
10
<PAGE>
IMPORTANT INFORMATION ABOUT TAXES
The Fund intends to qualify as a regulated investment company, in which case it
pays no federal income tax on the earnings or capital gains it distributes to
its shareholders.
Ordinary dividends from the Fund are taxable as ordinary income; dividends from
the Fund's long-term capital gains are taxable as capital gain.
Dividends are treated in the same manner for federal income tax purposes whether
you receive them in cash or in additional shares. They may also be subject to
state and local taxes.
Dividends from the Fund that are attributable to interest on certain U.S.
Government obligations may be exempt from certain state and local income taxes.
The extent to which ordinary dividends are attributable to U.S. Government
obligations will be provided on the tax statements you receive from the Fund.
Certain dividends paid to you in January will be taxable as if they had been
paid to you in December of the previous year.
Tax statements will be mailed from the Fund every January showing the amounts
and tax status of distributions made to you.
Because your tax treatment depends on your purchase price and tax position, you
should keep your regular account statements for use in determining your tax.
You should review the more detailed discussion of federal income tax
considerations in the SAI.
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.
11
<PAGE>
INVESTING WITH VICTORY
If you are looking for a convenient way to open an account or to add money to an
existing account, Victory can help. This section will describe how to open an
account, how to access information on your account, and how to purchase,
exchange, and redeem shares of the Fund. We want to make it simple for you to do
business with us. The sections that follow will serve as a guide to your
investments with Victory. If you have questions about any of this information,
please call your Investment Professional or one of our customer service
representatives at 800-539-FUND. They will be happy to assist you.
This Fund offers only Class A shares. Class A shares have a front end sales
charge of 5.75%.
^All you need to do to get started is to fill out an application.^
CALCULATION OF SALES CHARGES
Shares are sold at their public offering price, which includes the initial sales
charge. The sales charge as a percentage of your investment decreases as the
amount you invest increases. The current sales charge rates and commissions paid
to Investment Professionals are as follows:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
Sales Charge Sales Charge Dealer Reallowance
Your Investment As a Percentage As a Percentage As a Percentage
of Offering Price of Your Investment of the Offering Price
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Up to $50,000 5.75% 6.10% 5.00%
- ------------------------------------------------------------------------------------------
$50,000 up to $100,000 4.50% 4.71% 4.00%
- ------------------------------------------------------------------------------------------
$100,000 up to $250,000 3.50% 3.63% 3.00%
- ------------------------------------------------------------------------------------------
$250,000 up to $500,000 2.50% 2.56% 2.00%
- ------------------------------------------------------------------------------------------
$500,000 up to $1,000,000 2.00% 2.04% 1.75%
- ------------------------------------------------------------------------------------------
$1,000,000 and above* 0.00% 0.00% *
- ------------------------------------------------------------------------------------------
</TABLE>
* There is no initial sales charge on purchases of $1 million or more. However,
a contingent deferred sales charge (CDSC) of up to 1.00% of the purchase price
will be charged to the shareholder if shares are redeemed in the first year
after purchase, or at .50% within two years of the purchase. This charge will be
based on either the cost of the shares or net asset value, at the time of
redemption, whichever is lower. There will be no CDSC on reinvested
distributions. Investment Professionals may be paid at a rate of up to 1.00% of
the purchase price.
The Distributor reserves the right to pay the entire commission to dealers. If
that occurs, the dealer may be considered an "underwriter" under federal
securities laws.
^For historical expense information, see the "Financial Highlights" in the Fund
overview earlier in this prospectus.^
12
<PAGE>
SALES CHARGE REDUCTIONS AND WAIVERS
^There are several ways you can combine multiple purchases in the Victory Funds
and take advantage of reduced sales charges.^
You may qualify for reduced sales charges in the following cases:
1. A Letter of Intent lets you purchase Class A shares of the Fund over a
13-month period and receive the same sales charge as if all shares had been
purchased at one time. You must start with a minimum initial investment of 5% of
the total amount.
2. Rights of Accumulation allow you to add the value of any Class A shares you
already own to the amount of your next Class A investment for purposes of
calculating the sales charge at the time of purchase.
3. You can combine Class A shares of multiple Victory Funds (excluding money
market funds) for purposes of calculating the sales charge. The combination
privilege also allows you to combine the total investments from the accounts of
household members of your immediate family (spouse and children under the age of
21) for a reduced sales charge at the time of purchase.
4. Waivers for certain investors:
a. Current and retired Fund Trustees, directors, trustees,
employees, and family members of employees of KeyCorp or
"Affiliated Providers,"* dealers who have an agreement with the
Distributor and any trade organization to which the Adviser or
the Administrator belong.
b. Investors who purchase shares for trust or other advisory
accounts established with KeyCorp or its affiliates.
c. Investors who reinvest a distribution from a deferred
compensation plan, agency, trust, or custody account that was
maintained by KeyBank National Association and its affiliates,
the Victory Group, or who invested in a fund of the Victory
Group.
d. Investors who reinvest shares from another mutual fund complex or
the Victory Group within 90 days after redemption, if they paid a
sales charge for those shares.
e. Investment Professionals who purchase shares for fee-based
investment products or accounts,selling brokers, and their sales
representatives.
*Affiliated Providers are affiliates and subsidiaries of KeyCorp and any
organization that provides services to the Victory Group.
13
<PAGE>
HOW TO PURCHASE SHARES
Shares can be purchased in a number of different ways. The minimum initial
investment is $500 ($250 for Individual Retirement Accounts) and $25 thereafter.
If you purchase shares through an Investment Professional you may be subject to
different minimums. You can send in your investment by check, wire transfer,
exchange from another fund of the Victory Group, or through arrangements with
your Investment Professional. An Investment Professional is a salesperson,
financial planner, investment adviser, or trust officer who provides you with
investment information. Sometimes they will charge you for these services. Their
fee will be in addition to, and unrelated to, the fees and expenses charged by
the Fund.
^All you need to do to get started is to fill out an application. ^
Keep the following addresses handy for purchases, exchanges, or redemptions.
REGULAR U.S. MAIL ADDRESS
Send completed a Account Application with your check, bank draft, or money order
to:
THE VICTORY FUNDS
P. O. BOX 8527
BOSTON, MA 02266-8527
OVERNIGHT MAIL ADDRESS
Use the following address ONLY for overnight packages:
THE VICTORY FUNDS
C/O BOSTON FINANCIAL DATA SERVICES
TWO HERITAGE DRIVE
QUINCY, MA 02171
PHONE: 800-539-FUND
WIRE ADDRESS
The Transfer Agent does not charge a wire fee, but your originating bank may
charge a fee. Always call the Transfer Agent at 800-539-FUND BEFORE wiring funds
to obtain a confirmation number.
STATE STREET BANK AND TRUST CO.
ABA #011000028
FOR CREDIT TO DDA ACCOUNT #9905-201-1
FOR FURTHER CREDIT TO ACCOUNT # (insert account number, name, and confirmation
number assigned by the Transfer Agent).
TELEPHONE
800-539-FUND
800-539-3863
^Fax Number:
800-529-2244
Telecommunication Device for the Deaf (TDD):
800-970-5296^
Make your check payable to: THE VICTORY FUNDS
14
<PAGE>
ACH
After your account is set up, your purchase amount can be transferred by
Automated Clearing House (ACH). Only domestic member banks may be used. It takes
about 15 days to set up the ACH feature. Currently, the Fund does not charge a
fee for ACH transfers.
STATEMENTS AND REPORTS
You or your Investment Professional will receive a periodic statement reflecting
any transactions that affect the balance or registration of your account. You
will receive a confirmation after any purchase, exchange, or redemption. If your
account has been set up by an Investment Professional, account activity will be
detailed in their statements to you. Share certificates are not issued. Twice a
year, you or your Investment Professional will receive the financial reports of
the Fund. By January 31 of each year, you will be mailed an IRS form reporting
distributions for the previous year, which also will be filed with the IRS.
SYSTEMATIC INVESTMENT PLAN
Under the Systematic Investment Plan, we will automatically withdraw an amount
($25 or more) from your bank account and invest it in shares of the Fund. To
enroll in this plan, check the Systematic Investment Plan box on the Account
Application. Choose the amount and frequency of your investment. You can select
monthly, quarterly, semi-annual, or annual investments. We need your bank
account information and a voided personal check. To use the Systematic
Investment Plan, you must have an initial investment of at least $500.
RETIREMENT PLANS
You can use the Fund as part of your retirement portfolio. You or your
Investment Professional can set up your new account under one of several
tax-deferred retirement plans. Please contact your Investment Professional or
the Fund for details regarding an IRA or other retirement plan that works best
for your financial situation.
^All purchases must be made in U.S. Dollars and drawn on U.S. banks. The
Transfer Agent may reject any purchase order, at its sole discretion. If your
check is returned for any reason, you may be charged for any resulting fees
and/or losses. Third party checks will not be accepted. You may only invest or
exchange into fund shares legally available in your state. If your account falls
below $500, we may ask you to re-establish the minimum investment. If you do not
do so within 60 days, we may close your account and send you the value of your
account.^
^If you would like to make additional investments after your account is already
established, use the Investment Stub attached to your statement and send it with
your check to the address indicated.^
15
<PAGE>
HOW TO EXCHANGE SHARES
An exchange is the selling of shares of one fund of the Victory Group to
purchase shares of another. You may exchange shares of one Victory fund for
shares of the same class of any other, generally without paying any additional
sales charges. (See the more complete explanation below)
^You can obtain a list of funds available for exchange by calling the Transfer
Agent at 800-539-FUND.^
You can exchange shares of the Fund by writing or calling the Transfer Agent at
800-539-FUND. When you exchange shares of the Fund, you should keep the
following in mind:
Shares of the fund selected for exchange must be available for sale in your
state of residence.
The Fund whose shares you want to exchange and the fund whose shares you want to
buy must offer the exchange privilege.
Shares of the Fund may be exchanged at relative net asset value. This means that
if you own Class A shares of the Fund, you can only exchange them for Class A
shares of another fund and not pay a sales charge.
You must meet the minimum purchase requirements for the fund you purchase by
exchange.
The registration and tax identification numbers of the two accounts must be
identical.
You must hold the shares you buy when you establish your account for at least 7
days before you can exchange them; after the account is open 7 days, you can
exchange shares on any business day.
Before exchanging, read the prospectus of the fund you wish to purchase by
exchange.
16
<PAGE>
HOW TO REDEEM SHARES
^There are a number of convenient ways to redeem shares of the Fund. You can use
the same mailing addresses listed for purchases. You will earn dividends
declared as payable up to and including the date your redemption request is
processed.^
If your request is received and accepted by 4:00 p.m. Eastern Time, your
redemption will be processed the same day.
BY TELEPHONE
The easiest way to redeem shares is by calling 800-539-FUND. When you fill out
your original application, be sure to check the box marked "Telephone
Authorization." Then when you are ready to redeem, call us and tell us which one
of the following options you would like to use:
Mail a check to the address of record;
Wire funds to a domestic financial institution;
Mail to a previously designated alternate address; or
Electronically transfer the funds via ACH.
All telephone calls are recorded for your protection and measures are taken to
verify the identity of the caller. If we properly act on telephone instructions
and follow reasonable procedures to ensure against unauthorized transactions,
neither Victory, nor its servicing agents, the Adviser, nor the Transfer Agent
will be responsible for any losses. If these procedures are not followed, the
Transfer Agent may be liable to you for losses resulting from unauthorized
instructions.
If there is an unusual amount of market activity and you cannot reach the
Transfer Agent by telephone, consider placing your order by mail.
BY MAIL
Use the Regular U.S. Mail or Overnight Mail Address to redeem shares. Send us a
letter of instruction indicating your Fund account number, amount of redemption,
and where to send the proceeds. All account owners must sign. A signature
guarantee is required for the following redemption requests:
Redemptions over $10,000;
Your account registration has changed within the last 15 days;
The check is not being mailed to the address on your account;
The check is not being made payable to the owner of the account; or
If the redemption proceeds are being transferred to another Victory Group
account with a different registration.
A signature guarantee can be obtained from a financial institution such as a
bank, broker-dealer, credit union, clearing agency, or savings association.
BY WIRE
If you want to redeem funds by wire, you must establish a Fund account which
will accommodate wire transactions. If you call by 4:00 p.m. Eastern time, your
funds will be wired on the next business day.
BY ACH
Normally, your redemption will be processed on the same day or the next day if
we receive your instructions after 4:00 p.m. Eastern Time. It will be
transferred by ACH as long as the transfer is to a domestic bank.
Under certain emergency circumstances, the right of redemption may be suspended.
Redemption proceeds from the sale of shares purchased by a check may be held
until the purchase check has cleared. If you request a complete redemption, any
dividends declared will be included with the redemption proceeds.
SYSTEMATIC WITHDRAWAL PLAN
^If you check this box on the Account Application, we will send monthly,
quarterly, semi-annual, or annual payments to your bank account or the person
you designate.^
The minimum withdrawal is $25, and you must have an account value of $5,000 or
more to start withdrawals. You must send us a voided personal check to activate
this feature. You should be aware that your account eventually may be depleted.
You cannot automatically close your account using the Systematic Withdrawal
Plan. If your account value falls below $500, we may ask you to bring the
account back to the $500 minimum. If you decide not to increase your account to
the minimum balance, your account may be closed and the proceeds mailed to you.
17
<PAGE>
ORGANIZATION AND MANAGEMENT OF THE FUND
^We want you to know who plays what role in your investment and how they are
related. This section discusses the organizations employed by the Fund to
service its shareholders. They are paid a fee for their services.^
^The Fund is supervised by the Board of Trustees, who monitors the services
provided to investors.^
ABOUT VICTORY
The Fund is a member of the Victory Funds, a group of 30 distinct investment
portfolios, organized as a Delaware business trust. Some of the Victory Funds
have been operating continuously since 1983.
The Board of Trustees of Victory has the overall responsibility for the
management of the Fund. They are elected by the shareholders.
THE INVESTMENT ADVISER
One of the Fund's most important contracts is its Advisory Agreement with Key
Asset Management Inc. (KAM or the Adviser), a New York Corporation registered as
an investment adviser with the SEC. KAM is a subsidiary of KeyBank National
Association, a wholly-owned subsidiary of KeyCorp. Spears, Benzak, Salomon &
Farrell, Inc. (SBSF), the prior adviser, was one of four subsidiaries
reorganized into KAM. The Adviser and its affiliates manage approximately $60
billion for a limited number of individual and institutional clients.
The Advisory Agreement allows the Adviser to hire employees of its affiliates.
It also allows KAM to choose brokers or dealers to handle the purchases and
sales of the Fund's securities. Subject to Board approval, Key Investments, Inc.
(KII) and/or Key Clearing Corporation (KCC) may act as clearing broker for the
Fund's security transactions in accordance with procedures adopted by the Fund
and receive commissions or fees in connection with their services to the Fund.
Both KII and KCC are wholly-owned indirect subsidiaries of KeyCorp and are
affiliates of the Adviser.
Prior to February 28, 1997, SBSF was the adviser to the Fund's predecessor, the
SBSF Convertible Securities Fund. During the fiscal year ended November 30,
1997, SBSF was paid an advisory fee at an annual rate of .75% of the average
daily net assets of the Fund.
-----------------------------------------------
MANAGEMENT OF THE FUND
-----------------------------------------------
-----------------------------------------------
TRUSTEES
Supervise the Fund's activities.
-----------------------------------------------
|
|
-----------------------------------------------
INVESTMENT ADVISER
Key Asset Management Inc.
127 Public Square
Cleveland, OH 44114
Manages the Fund's business
and investment activities.
-----------------------------------------------
THE ADMINISTRATOR, DISTRIBUTOR, AND FUND ACCOUNTANT
BISYS Fund Services is the Administrator and Distributor. The Fund pays BISYS a
fee as the Administrator at the following annual rate based on the Fund's
average daily net assets:
o .15% for portfolio assets of $300 million and less,
o .12% for the next $300 million through $600 million of portfolio
assets; and
o .10% for portfolio assets greater than $600 million.
18
<PAGE>
Under a Sub-Administration Agreement, BISYS pays KAM a fee at the annual rate of
up to .05% of the Fund's average daily net assets to perform some of the
administrative duties of the Fund. The Fund does not pay BISYS a fee for its
services as Distributor, although BISYS receives the sales charge. The Fund pays
BISYS Fund Services Ohio, Inc. a fee for serving as the Fund's Accountant.
As permitted under current rules and regulations, the Distributor may provide
sales support, including cash or other compensation, to dealers for selling
shares of the Fund. Payments may be in the form of trips, tickets, and/or
merchandise offered through sales contests. It does this at its own expense, and
not at the expense of the Fund or its shareholders.
SHAREHOLDER SERVICING PLAN
The Fund has adopted a Shareholder Servicing Plan. The shareholder servicing
agent performs a number of services for its customers who are shareholders of
the Fund. It establishes and maintains accounts and records, processes dividend
and distribution payments, arranges for bank wires, assists in transactions, and
changes account information. For these services the Fund pays a fee at an annual
rate of up to .25% of the average daily net assets of the Fund serviced by the
agent. The Fund may enter into agreements with various shareholder servicing
agents, including KeyBank National Association and its affiliates, other
financial institutions, and securities brokers. The Fund may pay a servicing fee
to broker-dealers and others who sponsor "no transaction fee" or similar
programs for the purchase of shares. Shareholder servicing agents may waive all
or a portion of their fee periodically.
DISTRIBUTION PLAN
Under Rule 12b-1 of the Investment Company Act of 1940, Victory has adopted a
Distribution Plan for the Fund. The Fund does not currently pay expenses under
this plan.
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P. serves as independent accountants to the Fund.
LEGAL COUNSEL
Kramer, Levin, Naftalis & Frankel serves as legal counsel to the Fund.
19
<PAGE>
<TABLE>
<CAPTION>
OTHER COMPANIES THAT PROVIDE
SERVICES TO THE FUND
<S> <C>
|---------------------|
| |
|-------------| SHAREHOLDERS |
| | |
| | |
| ----------------------
|
| |----------------------------------------------|
| | FINANCIAL SERVICES FIRMS AND |
| | THEIR INVESTMENT PROFESSIONALS |
| | |
| | Advise current and prospective |
| | shareholders on their fund investments. |
| |----------------------------------------------|
|
| |----------------------------------------------|
| | TRANSFER AGENT/SERVICING AGENT |
----| State Street Bank and Trust Company |
| 225 Franklin Street |
| Boston, MA 02110 |
| |
| |
| Boston Financial Data Services |
| Two Heritage Drive |
| Quincy, MA 02171 |
| |
| Handles services such as recordkeeping, |
| statements, processing of buy and |
| sell requests, distribution of dividends, |
| and servicing of shareholder's accounts. |
|----------------------------------------------|
|
|
|-------------------------------------------------| | |----------------------------------------------|
| ADMINISTRATOR AND | | | FUND ACCOUNTANT |
| DISTRIBUTOR | | | |
| | | | |
| BISYS Fund Services | | | BISYS Fund Services Ohio, Inc. |
| and its affiliates | | | 3435 Stelzer Road |
| | | | Columbus, OH 43219 |
| 3435 Stelzer Road | | | |
| |------------------------- | |
| Columbus, OH 43219 | | |
| | |Calculates the value of Fund shares and keeps |
| | | certain Fund records. |
| As Distributor, markets the Fund, distributes | | |
| shares through Investment Professionals. As | | |
| Administrator, handles the day-to-day operations| | |
| of the Fund. | | |
| | | |
|-------------------------------------------------| |----------------------------------------------|
|-------------------------------------------------| |----------------------------------------------|
| SUB-ADMINISTRATOR | | CUSTODIAN |
| Key Asset Management Inc. | | Key Trust Company of Ohio, N.A. |
| 127 Public square | | 127 Public Square |
| Cleveland, OH 44114 | | |
| | | Cleveland, OH 44114 |
|Handles some day-to-day operations of the Fund. | | Provides for safekeeping of the |
| | | Fund's investments and cash, and settles |
| | | trades made by the Fund.
| | | |
- --------------------------------------------------| |----------------------------------------------|
</TABLE>
20
<PAGE>
ADDITIONAL INFORMATION
^Some additional information you should know about the Fund.^
SHARE CLASSES
The Fund offers only the class of shares described in this prospectus, but at
some future date, the Fund may offer additional classes of shares through a
separate prospectus. The Fund is the successor to the KeyFunds SBSF Convertible
Securities Fund. On March 6, 1998, shareholders voted to reorganize the SBSF
Convertible Securities Fund into Class A shares of the Fund.
YOUR RIGHTS AS A SHAREHOLDER
All shareholders have equal voting, liquidation, and other rights. As a
shareholder of the Fund, you have rights and privileges similar to those enjoyed
by other corporate shareholders. Delaware Trust law limits the liability of
shareholders.
If any matters are to be voted on by shareholders (such as a change in a
fundamental investment objective or the election of Trustees), each share
outstanding at that point would be entitled to one vote. If you have a qualified
trust account, the trustee will vote your shares on your behalf or in the same
percentage voted on shares that are not held in trust. Shareholders with more
than 10% of the outstanding shares of the Fund may call a special meeting for
removal of a Trustee. Normally, Victory is not required to hold annual meetings
of shareholders. However, shareholders may request one under certain
circumstances, as described in the SAI.
CODE OF ETHICS
Victory and the Adviser have each adopted a Code of Ethics to which all
investment personnel and all other access persons to the Fund must conform.
Investment personnel must refrain from certain trading practices and are
required to report certain personal investment activities. Violations of the
Code of Ethics can result in penalties, suspension, or termination of
employment.
BANKING LAWS
Banking laws, including the Glass-Steagall Act, prevent a bank holding company
or its affiliates from sponsoring, organizing, or controlling a registered,
open-end investment company. However, bank holding company subsidiaries may act
as investment adviser, transfer agent, custodian or shareholder servicing agent.
They also may purchase shares of such a company and pay third parties for
performing these functions for their customers. Should these laws ever change in
the future, the Trustees would consider selecting another qualified firm so that
all services would continue.
SHAREHOLDER COMMUNICATIONS
You will receive unaudited Semi-Annual Reports and audited Annual Reports on a
regular basis from the Fund. In addition, you will also receive updated
prospectuses or supplements to this prospectus. In order to eliminate duplicate
mailings to an address at which two or more shareholders with the same last name
reside, the Fund will send only one copy of the above communications.
THE SECURITIES DESCRIBED IN THIS PROSPECTUS AND THE SAI ARE NOT OFFERED IN ANY
STATE IN WHICH THEY MAY NOT LAWFULLY BE SOLD. NO SALES REPRESENTATIVE, DEALER,
OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND THE SAI.
^If you would like to receive additional copies of any materials, please call
the Fund at 800-539-FUND.^
21
<PAGE>
OTHER SECURITIES AND INVESTMENT PRACTICES
The following table lists some of the types of securities the Fund may choose to
purchase. The majority of the portfolio for the Fund is made up of convertible
securities. However, the Fund is also permitted to invest in the securities as
shown in the table below and in the SAI.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------- ----------------------
LIST OF ALLOWABLE INVESTMENTS AND INVESTMENT PRACTICES CONVERTIBLE
SECURITIES FUND
- -------------------------------------------------------------------------------------------------- ----------------------
<S> <C>
CONVERTIBLE SECURITIES. Corporate securities (usually preferred stocks or bonds) that are 65%-100%
exchangeable for a set number of another form (usually common stock) at a set price and date.
May include "junk bonds," or lower rated debt securities.*
- -------------------------------------------------------------------------------------------------- ----------------------
U.S. EQUITY SECURITIES. Can include common stock and preferred stock of U.S. corporations. 35%
- -------------------------------------------------------------------------------------------------- ----------------------
FOREIGN EQUITY SECURITIES. Can include common stock, preferred stock, and convertible preferred 10%
stock of non-U.S. corporations.
- -------------------------------------------------------------------------------------------------- ----------------------
U.S. CORPORATE DEBT OBLIGATIONS. Debt instruments issued by U.S. public corporations. They may 35%
be secured or unsecured.
- -------------------------------------------------------------------------------------------------- ----------------------
- -> WARRANTS. The right to purchase an equity security at a stated price for a limited period 5%
of time.
- -------------------------------------------------------------------------------------------------- ----------------------
WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. A security that is purchased for delivery at a 33 1/3%
later time. The market value may change before the delivery date and the value is included in
the NAV of the Fund.
- -------------------------------------------------------------------------------------------------- ----------------------
VARIABLE & FLOATING RATE SECURITIES. Investment grade instruments, some of which may be 35%
derivatives or illiquid, with interest rates that reset periodically.
- -------------------------------------------------------------------------------------------------- ----------------------
SHORT-TERM DEBT OBLIGATIONS. Includes bankers' acceptances, certificates of deposit, prime 35%
quality commercial paper, cash, and cash equivalents.
- -------------------------------------------------------------------------------------------------- ----------------------
U.S. GOVERNMENT SECURITIES. Securities issued or guaranteed by the U.S. government, its 35%
agencies, or instrumentalities. Some are direct obligations of the U.S. Treasury; others are
obligations only of the U.S. agency.
- -------------------------------------------------------------------------------------------------- ----------------------
REPURCHASE AGREEMENTS. An agreement to sell and repurchase a security at the same price plus 20%
interest. The seller's obligation to the Fund is secured with collateral. Subject to the
receipt of an exemptive order by the SEC, the Adviser may combine repurchase
transactions among one or more Victory Funds into a single transaction.
- -------------------------------------------------------------------------------------------------- ----------------------
ILLIQUID SECURITIES. Investments that cannot be sold readily within seven days in the usual 15%
course of business at approximately the price at which the Fund values them. of net assets
- -------------------------------------------------------------------------------------------------- ----------------------
% Percentage of total assets.
# No limitation of usage; Fund may be using currently.
- -> Indicates a "derivative security," whose value is linked to, or derived
from, another security, instrument or index.
* Lower-rated debt securities are securities which may or may not be rated by a
nationally recognized statistical rating organization (NRSRO). Debt obligations
rated lower than A by Moody's or S&P tend to be speculative, and generally
involve more risk of loss of principal and income than higher rated securities.
For more information on ratings, see the Appendix to the SAI.
22
<PAGE>
RESTRICTED SECURITIES. Securities that are not registered under federal securities laws but 10%
that may be traded among qualified institutional investors and the Fund. Some of these
securities may be illiquid.
- -------------------------------------------------------------------------------------------------- ----------------------
SHORT-TERM TRADING. Selling a security soon after purchasing it. Short-term trading increases #
turnover and transaction costs. Some of these securities may be illiquid.
- -------------------------------------------------------------------------------------------------- ----------------------
BORROWING; REVERSE REPURCHASE AGREEMENTS. The borrowing of money from banks (up to 5% of total 5%
assets) or through reverse repurchase agreements (up to 33 1/3% of total assets). The Fund will 33 1/3%
not use borrowing to create leverage.
- -------------------------------------------------------------------------------------------------- ----------------------
INVESTMENT COMPANY SECURITIES. Shares of other mutual funds with similar investment 5%
objectives. The following limitations apply: (1) No more than 5% of the Fund's total assets 3%
may be invested in one mutual fund, (2) the Fund and its affiliates may not own more than 3% of 10%
the securities of any one mutual fund, and (3) no more than 10% of the Fund's
total assets may be invested in combined mutual fund holdings.
- -------------------------------------------------------------------------------------------------- ----------------------
SECURITIES LENDING. To generate additional income, the Fund may lend its 33 1/3%
portfolio securities. The Fund will receive collateral for the value of
the security plus any interest due. The Fund only will enter into securities
lending arrangements with entities that the Adviser has determined are
creditworthy. Subject to the receipt of exemptive relief from the SEC, Key Trust
Company of Ohio, N.A., the Fund's Custodian and lending agent, may earn a fee
based on the amount of income earned on the investment of collateral,.
- -------------------------------------------------------------------------------------------------- ----------------------
- ->FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. Contracts involving the 5% in margins and
right or and obligation to deliver or receive assets or money depending on the premiums; 33 1/3%
performance of one or more assets or a securities index. To reduce the effects subject to futures
of leverage, liquid assets equal to the contract commitment are set aside to on or options on
cover the commitment limit. The Fund may invest in futures in an effort to hedge futures
against market risk.
- -------------------------------------------------------------------------------------------------- ----------------------
- ->CALL OPTIONS. A short-term contract in which the purchaser (for a premium) has 5%
the right to buy a security at a set price at any time during the term of the
contract.
- -------------------------------------------------------------------------------------------------- ----------------------
</TABLE>
% Percentage of total assets.
# No limitation of usage; Fund may be using currently.
- -> Indicates a "derivative security," whose value is linked to, or derived
from, another security, instrument or index.
For temporary defensive purposes, the Fund may invest up to 100% of its total
assets in U.S. Government securities, or short-term, high quality debt
obligations. For more information on ratings and detailed descriptions of each
of the above investment vehicles, see the SAI.
23
<PAGE>
APPENDIX--LOWER-RATED SECURITIES
The Fund may invest up to 100% of its assets in lower-rated and unrated
securities. Lower-rated securities generally offer higher yields than
higher-rated securities with similar maturities, because the financial condition
of the issuers may not be as strong as issuers of higher-rated securities. For
this reason, lower-rated securities may be considered "speculative," which means
that there is a higher risk that the Fund may lose a substantial portion or all
of its investment in a particular lower-rated security.
The Fund may purchase securities rated Baa, Ba, B, Caa, or lower by
Moody's Investor Services, Inc. (Moody's) and BBB, BB, B, CCC, or lower by
Standard & Poor's Corporation (S&P). The Fund also may purchase unrated
securities with similar characteristics. Generally, the Fund will not purchase
securities rated Ba or lower by Moody's or BB or lower by S&P (or similar
unrated securities) unless KAM believes that the positive qualities of the
security justify the potential risk.
The following summarizes the characteristics of some of the lower
ratings of Moody's and S&P:
Moody's: Ba-rated securities have "speculative elements" and "their
future cannot be considered as well-assured." The protection of interest and
principal payments "may be very moderate, and thereby not well safeguarded."
B-rated securities "generally lack characteristics of the desirable investment,"
and the likelihood of payment of interest and principal over the long-term "may
be small." Caa-rated securities are of "poor standing." These securities may be
in default or "there may be present elements of danger" with respect to
principal or interest. Ca-rated securities "are speculative in a high degree."
S&P: Securities rated BB and below are regarded as "predominantly
speculative." BB-rated securities have less near-term potential for default than
other securities, but may face "major ongoing uncertainties" to economic factors
that may result in failure to make interest and principal payments. B-rated
securities have "a greater vulnerability to default" but have the current
ability to make interest and principal payments. CCC-rated securities have a
"currently identifiable vulnerability to default." CC-rated securities may be
used to cover a situation where "a bankruptcy petition has been filed, but debt
service payments are continued."
See the SAI for more information about ratings.
Bulk Rate
U.S. Postage
PAID
Cleveland, OH
Permit No. 469
Victory Funds logo
PRINTED ON RECYCLED PAPER
VF/CONV-PRO (3/98)
<PAGE>
Victory Funds
PROSPECTUS
FEDERAL MONEY MARKET FUND
800-539-FUND or 800-539-3863
March 23, 1998
<PAGE>
THE VICTORY PORTFOLIOS
Prosepctus for
THE VICTORY FEDERAL MONEY MARKET FUND
800-539-FUND 800-539-3863
This prospectus describes the Victory Federal Money Market Fund (the Fund). The
Fund is a diversified money market mutual fund and is a part of The Victory
Portfolios (Victory), an open-end investment management company. This prospectus
explains the objectives, policies, risks, and strategies of the Fund. You should
read this prospectus before investing in the Fund and keep it for future
reference. A detailed Statement of Additional Information (SAI) describing the
Fund is also available for your review. The SAI has been filed with the
Securities and Exchange Commission and is incorporated into this prospectus by
reference. The SEC maintains a Web site (http://www.sec.gov) that contains the
SAI, material incorporated by reference into this Prospectus and the SAI, and
other information regarding registrants that file electronically with the SEC.
If you would like a free copy of the SAI, please call us at 800-539-FUND.
An investment in the Federal Money Market Fund is neither insured nor guaranteed
by the U.S. Government. There can be no assurance that the Fund will be able to
maintain a stable net asset value of $1.00 per share. Shares of the Fund are:
o Not insured by the FDIC;
o Not deposits or other obligations of, or guaranteed by, any KeyBank, any of
its affiliates, or any other bank;
o Subject to investment risks, including possible loss of the principal
amount invested.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY SUCH STATE AUTHORITY PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
<PAGE>
TABLE OF CONTENTS
Introduction 2
Fund Expenses 4
Financial Highlights 5
Investment Objective, Policies, and Strategies 6
An analysis which includes objective, policies, strategies, expenses,
and financial highlights
Risk Factors 7
Investment Limitations 7
Investment Performance 8
Share Price 9
Dividends, Distributions, and Taxes 9
INVESTING WITH VICTORY 10
How to Purchase Shares 10
How to Exchange Shares 12
How to Redeem Shares 13
Organization and Management of the Fund 14
Additional Information 18
Other Securities and Investment Practices 19
<PAGE>
^KEY TO FUND INFORMATION
OBJECTIVE AND STRATEGY
The goals and the strategy the Fund plans to use in pursuing its investment
objective.
RISK FACTORS
The risks that you may assume as an investor in the Fund.
EXPENSES
The costs that you will pay as an investor in the Fund, including sales charges
and ongoing expenses.
FINANCIAL HIGHLIGHTS
A table that shows the Fund's historical performance by share class. This table
also summarizes operating expenses of the predecessor portfolio.
Investment Objective and Strategy
o Objective
The investment objective of the Victory Federal Money Market Fund is to provide
high current income to the extent consistent with preservation of capital.
o Strategy
The Fund pursues its investment objective by investing in a diversified
portfolio of securities issued or guaranteed by the U.S. Government or its
agencies as well as repurchase agreements collateralized by these securities.
The Fund seeks to maintain a constant net asset value of $1.00 per share, and
shares are offered at net asset value.
Risk Factors
The Fund is not insured by the FDIC, and, while it attempts to maintain a $1.00
per share price, there is no guarantee that it will be able to do so. In
addition, there are potential manager, credit, interest rate, inflation, and
market risks. These risks are discussed in the section "Risk Factors."
Who Should Invest
o Investors seeking relative safety and easy access to investments
o Investors with a low risk tolerance
o Investors seeking preservation of capital
o Investors willing to accept lower potential returns in return for safety
Fees and Expenses
No load or sales commission is charged to investors in this Fund. You will,
however, incur expenses for investment advisory, administrative, and shareholder
services, all of which are included in the Fund's expense ratio. This prospectus
offers two classes of shares: Investor Shares and Select Shares. The Investor
Shares are available to certain institutions or individuals that meet minimum
investment requirements and are not subject to a shareholder servicing fee. The
Select Shares are available to certain financial institutions that provide
additional services to their customers who are shareholders of the Fund. The
Select Shares Class pays a shareholder servicing fee at an annual rate of up to
.25% of the average daily net assets of that class. See "Organization and
Management of the Fund--Shareholder Servicing--Select Shares."
-2-
<PAGE>
Purchases
The minimum initial investment is $1,000,000. If you purchase shares through an
Investment Professional, you may be subject to different minimums. The initial
investment must be accompanied by the Fund's Account Application. Fund shares
may be purchased by check, Automated Clearing House, or wire. See "How to
Purchase Shares."
Redemptions
You can redeem Fund shares by written request or telephone. When the Transfer
Agent receives a redemption request in proper form, the Fund will redeem the
shares and credit your bank account or send the proceeds to the address
designated on your Account Application. See "How to Redeem Shares."
Dividends/Distributions
Income is accrued and declared daily by the Fund, and is paid monthly. Any net
capital gains realized by the Fund are paid as dividends annually. The Fund can
send your dividends directly to you by mail, credit them to your bank account,
reinvest them in the Fund, or invest them in another fund of the Victory Group.
The "Victory Group" includes other funds of The Victory Funds. You can make this
choice when you fill out an Account Application. See "Dividends, Distributions,
and Taxes."
Other Services
Victory offers a number of other services to better serve shareholders including
exchange privileges. See "How to Exchange Shares" and "How to Redeem Shares."
Our toll-free fax number is 800-529-2244. You can reach Victory's
Telecommunication Device for the Deaf (TDD) at 800-970-5296.
General Information About the Federal Money Market Fund
The inception date of the Key Money Market Mutual Fund was March 23, 1988.
Shareholders recently voted to reorganize the Key Money Market Mutual Fund into
the Investor Shares of the Victory Federal Money Market Fund, which began
operations March 23, 1998. The Fund also began offering Select Shares on that
date. The estimated annual expenses after waivers (as a percentage of net
assets) are .27% for Investor Shares and .52% for Select Shares. The newspaper
abbreviation for the Investor Shares is VictoryFedMMktI and Victory FedMMktS.
All newspapers do not carry the same abbreviation.
The following pages provide you with an overview of the Fund. Please look at the
objective, policies, strategies, risks, expenses, and financial history to
determine if this Fund will suit your risk tolerance and investment needs. You
should also review the "Other Securities and Investment Practices" section for
additional information about the individual securities in which the Fund can
invest and the risks related to these investments.
-3-
<PAGE>
Fund Expenses
Federal Money Market Fund
This section will help you understand the costs and expenses you would pay,
directly or indirectly, if you invest in the Federal Money Market Fund. You will
note in the table that you do not pay fees of any kind to buy, sell, or exchange
shares of the Fund.
<TABLE>
<CAPTION>
<S> <C> <C>
- ----------------------------------------------------------- ----------------------- ----------------------------
Shareholder Transaction Expenses* Investor Shares Select Shares
- ----------------------------------------------------------- ----------------------- ----------------------------
Maximum Sales Charge Imposed on Purchases NONE NONE
- ----------------------------------------------------------- ----------------------- ----------------------------
Sales Charge Imposed on Reinvested Dividends NONE NONE
- ----------------------------------------------------------- ----------------------- ----------------------------
Deferred Sales Charge NONE NONE
- ----------------------------------------------------------- ----------------------- ----------------------------
Redemption Fees NONE NONE
- ----------------------------------------------------------- ----------------------- ----------------------------
Exchange Fees NONE NONE
- ----------------------------------------------------------- ----------------------- ----------------------------
</TABLE>
* You may be charged additional fees if you purchase, exchange, or redeem shares
through a broker or agent. See "How to Purchase Shares."
The Annual Fund Operating Expenses table illustrates the estimated operating
expenses that you will incur as a shareholder of the Fund. THESE EXPENSES ARE
CHARGED DIRECTLY TO THE FUND. Expenses include management fees as well as the
costs of maintaining accounts, administering the Fund, providing shareholder
services, and other activities. The expenses shown are estimated based on
historical expenses of the Federal Money Market Fund adjusted to reflect
anticipated expenses. Since Investor Shares were not offered prior to the date
of this prospectus, the percentages for Investor Shares under "Other Expenses"
and "Total Fund Operating Expenses," reflect certain anticipated fee waivers and
expense reimbursements for the current fiscal year.
<TABLE>
<CAPTION>
<S> <C> <C>
- -------------------------------------------------------------- ---------------------------- ----------------------------
Annual Fund Operating Expenses Investor Select
After expense waivers and reimbursements Shares Shares
- -------------------------------------------------------------- ---------------------------- ----------------------------
(as a percentage of average daily net assets)
- -------------------------------------------------------------- ---------------------------- ----------------------------
Management Fee(1) .00% .00%
- -------------------------------------------------------------- ---------------------------- ----------------------------
Other Expenses (1) .27%(2) .52%(2)
- -------------------------------------------------------------- ---------------------------- ----------------------------
Total Fund Operating Expenses (1) .27% .52%
- -------------------------------------------------------------- ---------------------------- ----------------------------
</TABLE>
(1) These fees have been voluntarily reduced. Without this waiver, the
Management Fee would be .25%, and Other Expenses would be .29% for the Investor
Shares and .54% for Select Shares. Total Fund Operating Expenses would be .54 %
for Investor Shares and .79% for Select Shares.
(2) Other Expenses includes such expenses as administrative fees, custodial and
transfer agent fees, audit, legal, and other business expenses. Other Expenses
are based on estimated amounts for the current fiscal year for Investor Shares,
and includes an estimate of shareholder servicing fees the Fund expects to pay
for Select Shares. See "Organization and Management of the Fund--Shareholder
Servicing --Select Shares."
This example is designed to help you understand the various costs you will bear,
directly or indirectly, as an investor in the Fund.
Example: You would pay the following expenses on a $1,000 investment, assuming
(1) a 5% annual return and (2) redemption at the end of each time period.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
- ------------------------ ----------------------- ----------------------- ----------------------- -----------------------
1 Year 3 Years 5 Years 10 Years
- ------------------------ ----------------------- ----------------------- ----------------------- -----------------------
Investor Shares $3 $9 $15 $34
- ------------------------ ----------------------- ----------------------- ----------------------- -----------------------
Select Shares $5 $17 N/A N/A
- ------------------------ ----------------------- ----------------------- ----------------------- -----------------------
</TABLE>
THIS EXAMPLE IS ONLY AN ILLUSTRATION. ACTUAL EXPENSES AND RETURNS WILL VARY.
-4-
<PAGE>
Financial Highlights
The Financial Highlights describe the Federal Money Market Fund's returns and
operating expenses over time. This table shows the results of an investment in
one Investor Share of the Key Money Market Mutual Fund (the predecessor to the
Investor shares of Fund) for each of the periods indicated.
[Chart depicting the variability of the Fund's year-to-year total return.]
<TABLE>
<CAPTION>
Federal Money Market Fund
Fiscal Year Ended November 30,
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1997(b) 1996(b) 1995 1994 1993 1992 1991 1990 1989 1988(a)
Per Share Operating
Performance:
Net asset value,
beginning of period $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000
Net Investment income 0.048 0.047 0.051 0.034 0.026 0.034 0.058 0.077 0.086 0.050
Total from investment ------ ------ ------ ------ ------ ------ ------ ------ ------ -----
operations 0.048 0.047 0.051 0.034 0.026 0.034 0.058 0.077 0.086 0.050
Less Dividends from net
investment income ($0.048) ($0.047) ($0.051) ($0.034) ($0.026) ($0.034) ($0.058) ($0.077) ($0.086) ($0.050)
Net asset value, end ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
of period $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
Total investment return 4.94% 4.65% 5.26% 3.37% 2.61% 3.48% 6.00% 8.07% 8.87% 4.76%
Ratios/Supplemental Data:
Net assets end of period $243,499 $42,159 $21,848 $28,606 $16,222 $12,531 $20,493 $22,424 $21,627 $24,354
(000)
Ratio of expenses to
average net assets 0.53% 0.64% 0.63% 0.59% 0.55% 0.72% 0.59% 0.62% 0.68% 0.49%
Ratio of net investment
income to average net
assets 4.91% 4.59% 5.15% 3.35% 3.16% 4.20% 6.38% 8.29% 9.29% 7.80%
Decrease reflected in above
expense ratios due to fee
waivers and reimbursements 0.37% 0.28% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.30%
</TABLE>
(a) March 23, 1988 (commencement of operations) to November 30, 1988.
(b) From commencement of operations through July 11, 1996, Key Money Market
Mutual Fund was known as SBSF Money Market Fund. As of the date of this
Prospectus, the Key Money Market Fund was renamed and reorganized as the
Investor Share Class of the Victory Federal Money Market Fund.
(c) During the period, certain fees werre voluntarily reduced and/or
reimbursed. If such voluntary fee reductions had not occurred, the ratios
would have been as indicated.
The financial highlights for the Fund's Investor Shares were audited by Coopers
& Lybrand L.L.P. for the year ended November 30, 1997. The financial highlights
for periods prior to November 30, 1997 were audited by Price Waterhouse LLP. The
audited and unaudited Financial Statements and reports of the predecessor
portfolio are incorporated by reference. These financial highlights reflect
historical information about the Key Money Market Mutual Fund, the predecessor
to the Investor Shares of the Victory Federal Money Market Fund. There is no
information on the Select Shares since they were not sold prior to the date of
this Prospectus. You should consider this information together with the
predecessor portfolio's Annual Report and related financial statements and
notes, which are incorporated by reference into the SAI. If you would like a
copy of the Annual Report, write or call the Fund at 800-539-FUND.
-5-
<PAGE>
Investment Objective, Policies, and Strategies
Investment Objective
The investment objective of the Fund is to provide high current income to the
extent consistent with preservation of capital.
Investment Policies and Strategy
The Fund pursues its investment objective by investing exclusively in securities
issued or guaranteed by the U.S. Government or certain of its agencies and
government-sponsored enterprises. The Fund also can invest in repurchase
agreements collateralized by these securities.
Under normal market conditions, the Fund invests in:
o Treasury bills, notes, and other obligations issued or guaranteed by the
U.S. Government
o Obligations of GNMA, FNMA, FHLMC, SLMA, FFCB, FHLB, and TVA.
o Repurchase Agreements collateralized by any of the above securities.
Important Characteristics of the Fund's Investments:
Quality: The Fund invests only in securities insured or guaranteed by the U.S.
Government, or certain of its agencies or government-sponsored enterprises.
These securities are of the highest credit quality.
Maturity: Weighted average maturity of 90 days or less. Individual investments
may be purchased with remaining maturities ranging from one day to 397 days.
The Fund is subject to credit risk, interest rate risk, inflation risk, and
market risk. Please read "Risk Factors" carefully before investing.
For more information about other securities in which the Fund can invest, see
"Other Securities and Investment Practices" and the SAI.
-6-
<PAGE>
RISK FACTORS
This prospectus describes some of the risks that you may assume as an investor
in the Fund. Some limitations on the Fund's investments are described in the
section that follows. "Other Securities and Investment Practices" at the end of
this prospectus provides additional information about the securities mentioned
in the overview of the Fund. As with any mutual fund, there is no guarantee that
the Fund will earn income. Historically, money market mutual funds have offered
investors the least amount of principal risk; therefore, the potential return is
usually lower than for other types of investments.
The following risk is common to all mutual funds:
o MARKET RISK is the risk that the market value of a security may fluctuate,
depending on the supply and demand for that type of security. As a result
of this fluctuation, a security may be worth more or less than the price
the Fund originally paid for it or less than the security was worth at an
earlier time. Market risk may affect a single issuer, an industry, a sector
of the economy, or the entire market, and is common to all investments.
The following risks are common to all money market mutual funds:
o INTEREST RATE RISK. The value of a debt security typically changes in the
opposite direction from a change in interest rates. Therefore, when
interest rates go up, the value of a fixed-rate security typically goes
down. When interest rates go down, the value of these securities typically
goes up. Generally, the market values of securities with longer maturities
are more sensitive to changes in interest rates.
o CREDIT (OR DEFAULT) RISK that the issuer of a debt security will be unable
to make timely payments of interest or principal. Although the Fund
invests only in high-quality securities, the interest or principal
payments may not be insured or guaranteed.
o INFLATION RISK is the risk that inflation will erode the purchasing power
of the cash flows generated by debt securities held by the Fund. Fixed-rate
debt securities are more susceptible to this risk than floating-rate debt
securities.
It is important to keep in mind one basic principle of investing: the greater
the risk, the greater the potential reward. The reverse is also generally true:
the lower the risk, the lower the potential reward.
INVESTMENT LIMITATIONS
To help reduce risk and maintain its $1.00 per share price, the Fund has adopted
limitations on some investment policies. These limits involve the Fund's ability
to borrow money and the amount it can invest in various types of securities,
including illiquid securities. Certain limitations can be changed only with the
approval of shareholders. Victory's Board of Trustees can change other
investment limitations without shareholder approval. See "Other Securities and
Investment Practices" and the SAI for more information.
The Fund limits to 25% of its total assets the amount it may invest in any
single industry (other than U.S. Government obligations).
The SEC and IRS have certain restrictions with which all mutual funds must
comply. The Fund monitors these limitations on an ongoing basis.
-7-
<PAGE>
DIVERSIFICATION REQUIREMENTS
o SEC REQUIREMENT: The Fund is "diversified" according to certain federal
securities provisions regarding the diversification of its assets.
Generally, under those provisions, the Fund must invest at least 75% of its
total assets so that no more than 5% of its total assets are invested in
the securities of any one issuer.
o IRS REQUIREMENT: The Fund also intends to comply with certain federal tax
requirements regarding the diversification of its assets, which generally
are less restrictive than the securities provisions.
o SEC MONEY MARKET MUTUAL FUND REQUIREMENT: The Fund also intends to comply
with certain more stringent federal securities diversification provisions
for money market funds. Generally, to comply with those provisions, the
Fund will not invest more than 5% of its total assets in the securities of
any one issuer at the time of purchase. These diversification provisions
and requirements are discussed in the SAI.
INVESTMENT PERFORMANCE
Victory may advertise the performance of the Fund by comparing it to other
mutual funds with similar objectives and policies. Performance information also
may appear in various publications. Any fees charged by Investment Professionals
may not be reflected in these performance calculations. Performance information
is contained in the annual and semi-annual reports. You may obtain a copy free
of charge by calling 800-539-FUND.
Past performance is not a guarantee of future results. You may obtain the
current 7-day yield by calling 800-539-FUND. Our Shareholder Servicing
representatives are available from 8:00 a.m. to 8:00 p.m. Eastern Time Monday
through Friday.
The "7-day yield" is an "annualized" figure--the amount you would earn if you
stayed in the Fund for a year and the Fund continued to earn the same net
interest income throughout that year. To calculate 7-day yield, net investment
income per share for the most recent 7 days is multiplied by 52 (52 weeks/year),
then divided by the NAV ($1.00) to get a percentage, which is the 7-day yield.
o YIELD is a measure of net interest income.
o EFFECTIVE YIELD is similar to yield, except it is assumed that dividends
are reinvested daily and compounded.
o AVERAGE ANNUAL TOTAL RETURN is a hypothetical measure of past dividend
income plus capital appreciation. It is the sum of all parts of the Fund's
investment return for periods greater than one year.
o TOTAL RETURN is the sum of all parts of the Fund's investment return.
Whenever you see information on the Fund's performance, do not consider the past
performance to be an indication of the performance you could expect by making an
investment in the Fund today. The past is an imperfect guide to the future.
History does not always repeat itself.
-8-
<PAGE>
SHARE PRICE
The Fund's share price, called its net asset value (NAV), is calculated each
business day (normally at 2:00 p.m. Eastern Time). Shares are purchased,
exchanged, and redeemed at the next share price calculated after your investment
instructions are received and accepted. A business day is a day on which the
Federal Reserve Bank of Cleveland and the New York Stock Exchange is open for
trading or any day in which enough trading has occurred in the securities held
by the Fund to affect the NAV materially. If your account is established with an
Investment Professional or a bank, you may not be able to purchase or sell
shares on other holidays when the Federal Reserve Bank of Cleveland is closed,
but the New York Stock Exchange is open.
The Fund seeks to maintain a $1.00 NAV, although there is no guarantee that it
will be able to do so. The Fund uses the "Amortized Cost Method" to value
securities. You can read about this method in the SAI.
The NAV is calculated by adding up the total value of the Fund's investments and
other assets, subtracting the liabilities for each class of shares, and then
dividing that figure by the number of outstanding shares of that class:
Total Assets-Liabilities
NAV = --------------------------------------------
Number of Shares Outstanding
The Fund's performance can be found once a week in The Wall Street Journal and
other local newspapers.
DIVIDENDS, DISTRIBUTIONS, AND TAXES
As a shareholder, you are entitled to your share of net income and capital gains
on the Fund's investments less expenses. The Fund passes its earnings along to
investors in the form of dividends. Dividend distributions are the net interest
earned on investments after expenses. Money market funds usually don't
distribute capital gains; however, if the Fund does make a distribution, it is
paid once a year. As with any investment, you should consider the tax
consequences of an investment in the Fund.
Ordinarily, net income earned on securities owned by a fund accrues daily, is
declared daily, and is paid monthly. Distributions can be received in one of the
following ways:
o REINVESTMENT OPTION
You can have distributions automatically reinvested in additional shares of the
Fund. If you do not indicate another choice on your Account Application, this
option will be assigned to you automatically.
o CASH OPTION
You will be mailed a check no later than 7 days after the pay date.
o DIRECTED DIVIDENDS OPTION
You can have distributions automatically reinvested in the same class of shares
of another fund of the Victory Group. If distributions are reinvested in a
different class of another fund, you may pay a sales charge on the reinvested
distributions.
o DIRECTED BANK ACCOUNT OPTION
In most cases, you can have distributions automatically transferred to your bank
checking or savings account. Under normal circumstances, dividends will be
transferred within 7 days of the dividend payment date. The bank account must
have a registration identical to that of your Fund account.
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
the Transfer Agent at 800-539-FUND.
-9-
<PAGE>
IMPORTANT INFORMATION ABOUT TAXES
The Fund intends to continue to qualify as a regulated investment company, in
which case it pays no federal income tax on the earnings or capital gains it
distributes to its shareholders.
o Ordinary dividends from the Fund are generally taxable as ordinary income;
dividends from the Fund's long-term capital gain are taxable as capital
gain.
o Dividends are treated in the same manner for federal income tax purposes
whether you receive them in cash or in additional shares. They may also be
subject to state and local taxes.
o Certain dividends paid to you in January will be taxable as if they had
been paid to you in December of the previous year.
o When you sell (redeem) or exchange shares of the Fund, you must recognize
any gain or loss. However, as long as the Fund's NAV per share does not
deviate from $1.00, there will be no gain or loss.
o Tax statements will be mailed from the Fund every January showing the
amounts and tax status of distributions made to you.
o Because your tax treatment depends on your purchase price and tax position,
you should keep your regular account statements for use in determining your
tax.
o You should review the more detailed discussion of federal income tax
considerations in the SAI.
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.
-10-
<PAGE>
INVESTING WITH VICTORY
IF YOU ARE LOOKING FOR A CONVENIENT WAY TO OPEN AN ACCOUNT OR TO ADD MONEY TO AN
EXISTING ACCOUNT, VICTORY CAN HELP. THIS SECTION WILL DESCRIBE HOW TO OPEN AN
ACCOUNT, HOW TO ACCESS INFORMATION ON YOUR ACCOUNT, AND HOW TO PURCHASE,
EXCHANGE, AND REDEEM SHARES OF THE FUND. WE WANT TO MAKE IT SIMPLE FOR YOU TO DO
BUSINESS WITH US. THE SECTIONS THAT FOLLOW WILL SERVE AS A GUIDE TO YOUR
INVESTMENTS WITH VICTORY. IF YOU HAVE QUESTIONS ABOUT ANY OF THIS INFORMATION,
PLEASE CALL YOUR INVESTMENT PROFESSIONAL OR ONE OF OUR CUSTOMER SERVICE
REPRESENTATIVES AT 800-539-FUND. THEY WILL BE HAPPY TO ASSIST YOU.
All you need to do to get started is to fill out an application.
HOW TO PURCHASE SHARES
Investor and Select Shares can be purchased in a number of different ways. ^All
you need to do to get started is to fill out an application.^ The minimum
initial investment is $1,000,000. If you purchase shares through an Investment
Professional, you may be subject to different minimums. You can send in your
investment by check, wire transfer, exchange from another fund of the Victory
Group, or through arrangements with your Investment Professional. An Investment
Professional is a salesperson, financial planner, investment adviser, or trust
officer who provides you with investment information. Sometimes they will charge
you for these services. Their fee will be in addition to, and unrelated to, the
fees and expenses charged by the Fund.
When you buy shares of the Fund, your cost will be $1.00 per share.
Make your check payable to: The Victory Funds
-11-
<PAGE>
Keep the following addresses handy for purchases, exchanges, or redemptions.
REGULAR U.S. MAIL ADDRESS
Send completed Account Applications with your check, bank draft, or money order
to:
The Victory Funds
P.O. Box 8527
Boston, MA 02266-8527
OVERNIGHT MAIL ADDRESS
Use the following address ONLY for overnight packages.
The Victory Funds
c/o Boston Financial Data Services
Two Heritage Drive
Quincy, MA 02171
PHONE: 800-539-FUND
WIRE ADDRESS
The Transfer Agent does not charge a wire fee, but your originating bank may
charge a fee. Always call the Transfer Agent at 800-539-FUND BEFORE wiring funds
to obtain a confirmation number.
State Street Bank and Trust Company
ABA #011000028
For Credit to DDA
Account #9905-201-1
For Further Credit to Account # (insert account number, name, and confirmation
number assigned by the Transfer Agent)
Telephone Number:
800-539-FUND
800-539-3863
Fax Number: 800-529-2244
Telecommunication Device for the Deaf (TDD): 800-970-5296
-12-
<PAGE>
ACH
After your account is set up, your purchase amount can be transferred by
Automated Clearing House (ACH). Only domestic member banks may be used. It takes
about 15 days to set up the ACH feature. Currently, the Fund does not charge a
fee for ACH transfers.
STATEMENTS AND REPORTS
You will receive a periodic statement reflecting any transactions that affect
the balance or registration of your account. You will receive a confirmation
after any purchase, exchange, or redemption. If your account has been set up by
an Investment Professional, account dividends will be detailed in their
statements to you. Share certificates are not issued. Twice a year, you will
receive the financial reports of the Fund. By January 31 of each year, you will
be mailed an IRS form reporting distributions for the previous year, which also
will be filed with the IRS.
SYSTEMATIC INVESTMENT PLAN
The Systematic Investment Plan is not offered to new shareholders of the Fund.
If you have previously activated the Systematic Investment Plan, the Fund will
automatically withdraw an amount ($25 or more) from your bank account and invest
it in shares of the Fund. Monthly, quarterly, semi-annual, or annual investments
can be made. We need your bank account information and a voided personal check.
In order to use the Systematic Investment Plan, you must have an initial
investment of at least $500.
RETIREMENT PLANS
You can use the Fund as part of your retirement portfolio. Your Investment
Professional can set up your new account under one of several tax-deferred
retirement plans. Please contact your Investment Professional or the Fund for
details regarding an IRA or other retirement plan that works best for your
financial situation.
If you would like to make additional investments after your account is already
established, use the Investment Stub attached to your statement and send it with
your check to the address indicated.
All purchases must be made in U.S. Dollars and drawn on U.S. banks. The Transfer
Agent may reject any purchase order at its sole discretion. If your check is
returned for any reason, you may be charged for any resulting fees and/or
losses. Third party checks will not be accepted. You may only invest or exchange
into fund shares legally available in your state.
-13-
<PAGE>
HOW TO EXCHANGE SHARES
An exchange is the selling of shares of one fund of the Victory Group to
purchase shares of another. You may exchange shares of one Victory fund for
shares of the same class of any other, generally without paying any additional
sales charges. (See the more complete explanation below.)
You can obtain a list of funds available for exchange by calling the Transfer
Agent at 800-539-FUND.
You can exchange shares of the Fund by writing or calling the Transfer Agent at
800-539-FUND. When you exchange shares of the Fund, you should keep the
following in mind:
o Shares of the fund selected for exchange must be available for sale in your
state of residence.
o The Fund whose shares you want to exchange and the fund whose shares you
want to buy must offer the exchange privilege.
o Shares of the Fund may be exchanged at relative net asset value. However,
if you exchange into a fund with a sales charge, you pay the
percentage-point difference between that fund's sales charge and any sales
charge you have previously paid in connection with the shares you are
exchanging. Since the Fund does not have a sales charge, if you were to
purchase another fund in the Victory Group that has a 5.75% sales charge,
you would pay up to a 5.75% sales charge.
o You must meet the minimum purchase requirements for the fund you purchase
by exchange.
o The registration and tax identification numbers of the two accounts must be
identical.
o You must hold the shares you buy when you establish your account for at
least 7 days before you can exchange them; after the account is open 7
days, you can exchange shares on any business day.
o Before exchanging, read the prospectus of the fund you wish to purchase by
exchange.
-14-
<PAGE>
HOW TO REDEEM SHARES
If your request is received and accepted by 2:00 p.m. Eastern Time, your
redemption will be processed the same day.
There are a number of convenient ways to redeem shares of the Fund. You can use
the same mailing addresses listed for purchases. You will earn dividends up to
and including the date your redemption request is processed.
BY TELEPHONE
The easiest way to redeem shares is by calling 800-539-FUND. When you fill out
your original application, be sure to check the box marked "Telephone
Authorization." Then when you are ready to redeem, call us and tell us which one
of the following options you would like to use:
o Mail a check to the address of record;
o Wire funds to a domestic financial institution;
o Mail to a previously designated alternate address; or
o Electronically transfer the funds via ACH.
All telephone calls are recorded for your protection and measures are taken to
verify the identity of the caller. If we properly act on telephone instructions
and follow reasonable procedures to ensure against unauthorized transactions,
neither Victory, nor its servicing agents, the Adviser, nor the Transfer Agent
will be responsible for any losses. If these procedures are not followed, the
Transfer Agent may be liable to you for losses resulting from unauthorized
instructions.
If there is an unusual amount of market activity and you cannot reach the
Transfer Agent by telephone, consider placing your order by mail.
BY MAIL
Use the Regular U.S. Mail or Overnight Mail Address to redeem shares. Send us a
letter of instruction indicating your Fund account number, amount of redemption,
and where to send the proceeds. All account owners must sign. A signature
guarantee is required for the following redemption requests:
o Redemptions over $10,000;
o Your account registration has changed within the last 15 days;
o The check is not being mailed to the address on your account;
o The check is not being made payable to the owner of the account; or
o If the redemption proceeds are being transferred to another Victory Group
account with a different registration.
A signature guarantee can be obtained from a financial institution such as a
bank, broker-dealer, credit union, clearing agency, or savings association.
BY WIRE
If you want to redeem funds by wire, you must establish a Fund account which
will accommodate wire transactions. If you call by 2:00 p.m. Eastern Time, your
funds will be wired on the same business day.
BY ACH
Normally, your redemption will be processed on the same day or the next day if
your instructions are received after 2:00 p.m. Eastern Time. It will be
transferred by ACH as long as the transfer is to a domestic bank.
Under certain emergency circumstances, the right of redemption may be suspended.
Redemption proceeds from the sale of shares purchased by a check may be held
until the purchase check has cleared. If you request a complete redemption, any
dividend accrued will be included with the redemption proceeds.
CHECK WRITING
The check writing feature is not offered to new shareholders of the Fund. If you
have previously activated the check writing feature, you may sell your Fund
shares by writing a check for $100 or more. There is no charge for checks;
however, you will pay a charge to stop payment of a check or if a check is
returned for insufficient funds. You may not close your account by writing a
check.
SYSTEMATIC WITHDRAWAL PLAN
The Systematic Withdrawal Plan is not offered to new shareholders of the Fund.
If you have previously activated the Systematic Withdrawal Plan for this Fund,
we will send monthly, quarterly, semi-annual, or annual payments to your bank
account or the person you designate. The minimum withdrawal is $25, and you must
have a balance of $5,000 or more. You should be aware that your account
eventually may be depleted. You cannot automatically close your account using
the Systematic Withdrawal Plan. If your account value falls below $5,000, we may
ask you to bring the account back to the minimum balance. If you decide not to
increase your account to the minimum balance, your account may be closed and the
proceeds mailed to you.
Check writing and the Systematic Withdrawal Plan are no longer offered to new
shareholders of this Fund.
-15-
<PAGE>
ORGANIZATION AND MANAGEMENT OF THE FUND
o ABOUT VICTORY
The Fund is a member of the Victory Portfolios, a group of 30 distinct
investment portfolios. Some of the Victory Portfolios have been operating since
1983.
The Board of Trustees of Victory has the overall responsibility for the
management of the Fund.
o THE INVESTMENT ADVISER
One of the Fund's most important contracts is its Advisory Agreement with Key
Asset Management Inc. (KAM or the Adviser), a New York Corporation registered as
an investment adviser with the SEC. KAM is a subsidiary of KeyBank National
Association, a wholly-owned subsidiary of KeyCorp. Spears, Benzak, Salomon &
Farrell, Inc., (SBSF), the prior adviser, was one of four subsidiaries recently
reorganized into KAM. The Adviser and its affiliates manage approximately $60
billion for a limited number of individual and institutional clients.
The Advisory Agreement allows the Adviser to hire employees of its affiliates.
It also allows KAM to choose brokers or dealers to handle the purchases and
sales of a Fund's securities. Subject to Board approval, Key Investments, Inc.
(KII) and/or Key Clearing Corporation (KCC) may act as clearing broker for the
Fund's security transactions in accordance with procedures adopted by the Funds
and receive commissions or fees in connection with their services to the Funds.
Both KII and KCC are wholly-owned indirect subsidiaries of KeyCorp and are
affiliates of the Adviser.
Prior to February 28, 1997, SBSF was the adviser to the Fund's predecessor, the
Key Money Market Mutual Fund. During the fiscal year ended November 30, 1997,
SBSF voluntarily waived the advisory fee in an amount of 0.25%.
------------------------------------------------------------------
MANAGEMENT OF THE FUND
------------------------------------------------------------------
TRUSTEES
------------------------------------------------------------------
Supervise the Fund's activities.
------------------------------------------------------------------
||
------------------------------------------------------------------
INVESTMENT ADVISER
------------------------------------------------------------------
Key Asset Management Inc.
127 Public Square
Cleveland, OH 44114
------------------------------------------------------------------
Manages the Fund's business and investment activities
------------------------------------------------------------------
-16-
<PAGE>
o THE ADMINISTRATOR, DISTRIBUTOR, AND FUND ACCOUNTANT
BISYS Fund Services is the Administrator and the Distributor. The Fund pays
BISYS a fee, as the Administrator, at the following annual rate based on the
Fund's average daily net assets:
o .15% for portfolio assets of $300 million and less,
o .12% for the next $300 million through $600 million of portfolio assets;
and
o .10% for portfolio assets greater than $600 million.
Under a Sub-Administration Agreement, BISYS pays KAM a fee at the annual rate of
up to .05% of the Fund's average daily net assets to perform some of the
administrative duties for the Fund. The Fund does not pay BISYS a fee for its
services as Distributor. The Fund pays BISYS Fund Services Ohio, Inc. a fee for
serving as the Fund's Accountant.
As permitted under current rules and regulations, the Distributor may provide
sales support, including cash or other compensation, to dealers for selling
shares of the Fund. Payments may be in the form of trips, tickets, and/or
merchandise offered through sales contests. It does this at its own expense, and
not at the expense of the Fund or its shareholders.
o SHAREHOLDER SERVICING--SELECT SHARES
The Fund has adopted a Shareholder Servicing Plan for the Select Shares class of
the Fund. The shareholder servicing agent performs a number of services for its
customers who are shareholders of the Fund. It establishes and maintains
accounts and records, processes dividend and distribution payments, arranges for
bank wires, assists in transactions, and changes account information. For these
services, the Fund pays a fee at an annual rate of up to .25% of the average
daily net assets of the shares serviced by the agent. The Fund may enter into
agreements with various shareholder servicing agents, including KeyBank National
Association and its affiliates, other financial institutions, and securities
brokers. The Fund may pay a servicing fee to broker-dealers and others who
sponsor "no transaction fee" or similar programs for the purchase of shares.
Shareholder servicing agents may waive all or a portion of their fee
periodically.
o DISTRIBUTION PLAN
Under Rule 12b-1 of the Investment Company Act of 1940, Victory has adopted a
Distribution and Service Plan for the Fund. The Fund does not currently pay
expenses under this plan.
o INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P. serves as independent accountants to the Fund.
o LEGAL COUNSEL
Kramer, Levin, Naftalis & Frankel serves as legal counsel to the Fund.
The Fund is supervised by the Board of Trustees who monitor the services
provided to investors.
-17-
<PAGE>
<TABLE>
<CAPTION>
OTHER COMPANIES THAT PROVIDE
SERVICES TO THE FUND
<S> <C>
|---------------------|
| |
|-------------| SHAREHOLDERS |
| | |
| | |
| ----------------------
|
| |----------------------------------------------|
| | FINANCIAL SERVICES FIRMS AND |
| | THEIR INVESTMENT PROFESSIONALS |
| | |
| | Advise current and prospective |
| | shareholders on their fund investments. |
| |----------------------------------------------|
|
| |----------------------------------------------|
| | TRANSFER AGENT/SERVICING AGENT |
----| State Street Bank and Trust Company |
| 225 Franklin Street |
| Boston, MA 02110 |
| |
| |
| Boston Financial Data Services |
| Two Heritage Drive |
| Quincy, MA 02171 |
| |
| Handles services such as recordkeeping, |
| statements, processing of buy and |
| sell requests, distribution of dividends, |
| and servicing of shareholder's accounts. |
|----------------------------------------------|
|
|
|-------------------------------------------------| | |----------------------------------------------|
| DISTRIBUTOR AND ADMINISTRATOR | | | FUND ACCOUNTANT |
| | | | |
| | | | |
| BISYS Fund Services | | | BISYS Fund Services Ohio, Inc. |
| and its affiliates | | | 3435 Stelzer Road |
| | | | Columbus, OH 43219 |
| 3435 Stelzer Road | | | |
| |------------------------- | |
| Columbus, OH 43219 | | |
| | |Calculates the value of Fund shares and keeps |
| | | certain Fund records. |
| As Distributor, markets the Fund, distributes | | |
| shares through Investment Professionals. As | | |
| Administrator, handles the day-to-day operations| | |
| of the Fund. | | |
| | | |
|-------------------------------------------------| |----------------------------------------------|
|-------------------------------------------------| |----------------------------------------------|
| SUB-ADMINISTRATOR | | CUSTODIAN |
| Key Asset Management Inc. | | Key Trust Company of Ohio, N.A. |
| 127 Public square | | 127 Public Square |
| Cleveland, OH 44114 | | |
| | | Cleveland, OH 44114 |
|Handles some day-to-day operations of the Fund. | | Provides for safekeeping of the |
| | | Fund's investments and cash, and settles |
| | | trades made by the Fund.
| | | |
- --------------------------------------------------| |----------------------------------------------|
</TABLE>
-18-
<PAGE>
ADDITIONAL INFORMATION
Some additional information you should know about the Fund.
o SHARE CLASSES
The Fund offers only the Select and Investor classes of shares described in this
prospectus, but at some future date, the Fund may offer additional classes of
shares through a separate prospectus. The Investor Class is the successor to the
Key Money Market Mutual Fund. On March 6, 1998, shareholders voted to
reorganizethe Key Money Market Mutual Fund into the Investor Class of the Fund.
o YOUR RIGHTS AS A SHAREHOLDER
All shareholders of each class have equal voting, liquidation, and other rights.
As a shareholder of the Fund, you have rights and privileges similar to those
enjoyed by other corporate shareholders. Delaware Trust law limits the liability
of shareholders.
If any matters are to be voted on by shareholders (such as a change in a
fundamental investment objective or the election of Trustees), each share
outstanding at that point would be entitled to one vote. If you have a qualified
trust account, the trustee will vote your shares on your behalf or in the same
percentage voted on shares that are not held in trust. Shareholders with more
than 10% of the outstanding shares of the Fund may call a special meeting for
removal of a Trustee. Normally, Victory is not required to hold annual meetings
of shareholders. However, shareholders may request one under certain
circumstances, as described in the SAI.
o CODE OF ETHICS
Victory and the Adviser have each adopted a Code of Ethics to which all
investment personnel and all other access persons to the Fund must conform.
Investment personnel must refrain from certain trading practices and are
required to report certain personal investment activities. Violations of the
Code of Ethics can result in penalties, suspension, or termination of
employment.
o BANKING LAWS
Banking laws, including the Glass-Steagall Act, prevent a bank holding company
or its affiliates from sponsoring, organizing, or controlling a registered,
open-end investment company. However, bank holding company subsidiaries may act
as investment adviser, transfer agent, custodian, or shareholder servicing
agent. They also may purchase shares of such a company and pay third parties for
performing these functions for their customers. Should these laws change in the
future, the Trustees would consider selecting another qualified firm so that all
services would continue.
o SHAREHOLDER COMMUNICATIONS
You will receive unaudited Semi-Annual Reports and audited Annual Reports on a
regular basis from the Fund. In addition, you will also receive updated
prospectuses or supplements to this prospectus. In order to eliminate duplicate
mailings to an address at which two or more shareholders with the same last name
reside, the Fund will send only one copy of the above communications.
THE SECURITIES DESCRIBED IN THIS PROSPECTUS AND THE SAI ARE NOT OFFERED IN ANY
STATE IN WHICH THEY MAY NOT LAWFULLY BE SOLD. NO SALES REPRESENTATIVE, DEALER,
OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND THE SAI.
If you would like to receive additional copies of any materials, please call the
Fund at 800-539-FUND.
-19-
<PAGE>
OTHER SECURITIES AND INVESTMENT PRACTICES
The following table lists the types of securities the Fund may choose to
purchase under normal market conditions. The Fund invests only in short-term
securities issued by the U.S. Government securities and certain of its
government-sponsored enterprises and repurchase agreements collateralized by
these securities.
<TABLE>
<CAPTION>
<S> <C>
- --------------------------------------------------------------------------------------- -----------------------------
LIST OF ALLOWABLE INVESTMENTS AND INVESTMENT PRACTICES FEDERAL MONEY MARKET
- --------------------------------------------------------------------------------------- -----------------------------
U.S. GOVERNMENT SECURITIES. Securities issued or guaranteed by the U.S. #
Government, its agencies, or government-sponsored enterprises. The Fund will
invest only in securities that are direct obligations of the U.S. Treasury, GNMA,
FNMA, FHLMC, SLMA, FFCB, TVA, or the FHLB that are not mortgage-backed securities.*
- --------------------------------------------------------------------------------------- -----------------------------
REPURCHASE AGREEMENTS. An agreement to sell and repurchase a security at a stated #
price plus interest. The seller's obligation to the Fund is secured by the U.S.
Government securities described above.
- --------------------------------------------------------------------------------------- -----------------------------
VARIABLE AND FLOATING RATE SECURITIES. Investment grade instruments with interest #
rates that reset periodically. The Fund only purchases U.S. Government Securities
described above.
- --------------------------------------------------------------------------------------- -----------------------------
BORROWINGS, REVERSE PURCHASE AGREEEMENTS. The borrowing of money from banks or through none
reverse repurchase agreements.
- --------------------------------------------------------------------------------------- -----------------------------
SECURITIES LENDING. Lending of portfolio securities to generate income. none
- --------------------------------------------------------------------------------------- -----------------------------
</TABLE>
# No limitation of usage; Fund may be using currently.
* Obligations of entities such as the Government National Mortgage Association
(GNMA) and the Export-Import Bank of the U.S. are backed by the full faith and
credit of the U.S. Treasury. Others, such as the Federal National Mortgage
Association (FNMA), are supported by the right of the issuer to borrow from the
U.S. Treasury. Still others, such as the Federal Home Loan Mortgage Corporation
(FHLMC), Student Loan Marketing Association (SLMA), Federal Farm Credit Bank
(FFCB), Tennessee Valley Authority (TVA) or the Federal Home Loan Bank (FHLB)are
supported only by the credit of the federal agency.
The Fund also may hold cash for temporary defensive purposes. For more
information on ratings and detailed descriptions of each of the above investment
vehicles, see the SAI.
VF/FMMF-PRO (3/98)
-20-
<PAGE>
VICTORY LIFECHOICE FUNDS
800-539-FUND
OR
800-539-3863
CONSERVATIVE INVESTOR FUND
MODERATE INVESTOR FUND
GROWTH INVESTOR FUND
PROSPECTUS
MARCH 23, 1998
<PAGE>
VICTORY LIFECHOICE FUNDS
Prospectus for
CONSERVATIVE INVESTOR FUND
MODERATE INVESTOR FUND
GROWTH INVESTOR FUND
800-539-FUND 800-539-3863
The three Victory Funds discussed in this prospectus (the LifeChoice Funds) are
a part of The Victory Portfolios family, an open-end investment management
company. The Funds are diversified mutual funds. Each Fund is a "fund of funds,"
which means that it pursues its investment objective by allocating its
investments among other funds of The Victory Portfolios. Each Fund also may
invest a limited portion of its assets in other mutual funds which are not a
part of the same group of investment companies as Victory. This prospectus
explains the objectives, policies, risks, and strategies of the Funds. You
should read this prospectus before investing in one of these Funds and keep it
for future reference. A detailed Statement of Additional Information (SAI)
describing each of the Funds is also available for your review. The SAI has been
filed with the Securities and Exchange Commission (SEC), and is incorporated by
reference into this prospectus. The SEC maintains a Web site
(http://www.sec.gov) that contains the SAI, material incorporated by reference
into this Prospectus and the SAI, and other information regarding registrants
that file electronically with the SEC. If you would like a free copy of the SAI,
please request one by calling us at 800-539-FUND.
SHARES OF THE FUNDS ARE:
o NOT INSURED BY THE FDIC;
o NOT DEPOSITS OR OTHER OBLIGATIONS OF, OR GUARANTEED BY, ANY KEYBANK, ANY
OF ITS AFFILIATES, OR ANY OTHER BANK;
o SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL
AMOUNT INVESTED.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY SUCH STATE AUTHORITY PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
<PAGE>
TABLE OF CONTENTS
Introduction 2
Fund Expenses 4
Financial Highlights 5
AN OVERVIEW OF EACH OF THE FUNDS 6
An analysis of the Funds which includes
objectives, policies, strategies, and
expenses
Risk Factors 13
Investment Limitations 16
Investment Performance 16
Share Price 18
Dividends, Distributions, and Taxes 18
INVESTING WITH VICTORY 21
o How to Purchase Shares 23
o How to Exchange Shares 25
o How to Redeem Shares 26
Organization and Management of the Funds 27
Additional Information 30
Other Securities and Investment Practices 32
<PAGE>
Key to Fund Information:
o Objective and Strategy: The goals and the strategy that a Fund plans to
use in pursuing its investment objective.
o Risk Factors: The risks that you may assume as an investor in a Fund.
o Expenses: The costs that you will pay as an investor in a Fund, including
sales charges and ongoing expenses.
o Financial Highlights: A table which shows a Fund's historical performance.
This table also summarizes previous operating expenses.
INVESTMENT OBJECTIVE AND STRATEGY
OBJECTIVE
The CONSERVATIVE INVESTOR FUND seeks to provide current income combined with
moderate growth of capital.
The MODERATE INVESTOR FUND seeks to provide growth of capital combined with a
moderate level of current income.
The GROWTH INVESTOR FUND seeks to provide growth of capital.
STRATEGY
Each Fund pursues its investment objective by investing in other mutual funds, a
"fund of funds" approach. Each Fund's unique investment objective, with its own
risk/reward profile, results in a specific asset allocation strategy for that
Fund. Each strategy is described in greater detail later in this prospectus.
OVERVIEW OF FUND OF FUNDS
WHAT IS A FUND OF FUNDS?
A fund of funds is an investment company that pursues its investment
objective by investing primarily in shares of other mutual funds. These
mutual funds themselves invest in different combinations of equity
securities, fixed income securities, or cash reserves.
WHAT MUTUAL FUNDS DO THE LIFECHOICE FUNDS INVEST IN?
The Funds invest primarily in shares of other funds within The Victory
Portfolios family, referred to as the "Victory Funds." The Funds also
may invest a portion of their assets in shares of "Other Funds" that
are not Victory Funds. The investment objective, policies, and
limitations of the Victory Funds and the Other Funds are described
later in this prospectus.
HOW DOES THE ADVISER ALLOCATE THE INVESTMENTS OF THE LIFECHOICE FUNDS?
Key Asset Management Inc. (KAM or the Adviser) allocates investments
for each Fund in accordance with the policies and the risk/reward
profile of each Fund described in this prospectus. The risk/return
balance of each Fund varies in proportion to the assets that the
Adviser allocates to the different kinds of investments.
For example, the Conservative Investor Fund invests a larger portion of
its assets in mutual funds that invest in fixed-income securities,
while the Growth Investor Fund invests a larger portion of its assets
in mutual funds that invest in equity securities. The Moderate Investor
Fund strives to strike a balance between these two types of
investments.
The Adviser follows investment guidelines established by the Victory
Board of Trustees. These guidelines are described later in the
prospectus.
WHAT ARE THE BENEFITS OF INVESTING IN A FUND OF FUNDS?
There are thousands of mutual funds available for investment, with many
different objectives, strategies, and policies. Choosing the right
balance and mix of mutual funds to meet your needs can be difficult and
time-consuming. The LifeChoice Funds offer an efficient and
cost-effective alternative to achieving your long-term investment goals
by providing access to three different, yet comprehensive, portfolio
mixes. You simply select the LifeChoice Fund strategy that you think is
right for your level of risk tolerance. The Adviser manages the
selection and allocation of underlying mutual funds consistent with the
overall strategy for each fund. You should also review "Risk Factors"
below.
-2-
<PAGE>
RISK FACTORS
The Funds are not insured by the FDIC. The Funds invest in mutual funds that in
turn invest in debt and equity securities. Both types of securities fluctuate in
value. Equity securities may fluctuate in response to activities of an
individual company, or in response to general market or economic conditions.
Debt securities are subject to interest rate, inflation, and credit risk.
There also are some potential disadvantages that are unique to a fund of funds.
For example, you may bear additional fees. The mutual funds in which the Funds
may invest pay various fees, including, management fees, administration fees,
and custody fees. There may be other disadvantages or risks of investing in a
fund of funds as well. These disadvantages and other risks of investing in the
funds are detailed later in this prospectus.
WHO SHOULD INVEST
Investors who are looking for an investment solution that may match their goal
(investment objective), stage in life (current age or time horizon), and
risk tolerance.
Investors who would like a team of experienced investment professionals to
select and maintain a portfolio of mutual funds for them.
Investors who would like to spread their money among 10-15 different mutual
funds in one simple package.
Investors who are seeking the benefits of asset allocation and multiple levels
of risk reducing diversification.
FEES AND EXPENSES
You may pay a sales charge of up to 5.75% of the offering price, depending on
the amount you invest. You also will bear indirect expenses for investment
advisory, administrative, custodian, and shareholder services. We summarize
these expenses in "Fund Expenses" on page 4.
PURCHASES:
The minimum initial investment is $500 for most accounts ($250 for Individual
Retirement Accounts) and $25 thereafter. If you purchase shares through an
Investment Professional, you may be subject to different minimums. The initial
investment must be accompanied by a Fund's Account Application. Fund shares may
be purchased by check, Automated Clearing House, or wire. See "How to Purchase
Shares."
REDEMPTIONS:
You can redeem Fund shares by written request or telephone. When the Transfer
Agent receives a redemption request in proper form, a Fund will redeem the
shares and credit your bank account or send the proceeds to the address
designated on your Account Application. See "How to Redeem Shares."
DIVIDENDS/DISTRIBUTIONS:
Ordinarily, each Fund declares and pays dividends from its net investment income
each calendar quarter. Each Fund pays realized net capital gains, if any, as
dividends at least annually. A Fund can send your dividends directly to you by
mail, credit them to your bank account, reinvest them in the Fund, or invest
them in another fund of the Victory Portfolios. You can make this choice when
you fill out an Account Application. See "Dividends, Distributions, and Taxes."
OTHER SERVICES:
Victory offers a number of other services to better serve shareholders including
exchange privileges and automated investment and withdrawal plans. See "How to
Exchange Shares" and "How to Redeem Shares." Our toll-free fax number is
800-529-2244. You can reach Victory's Telecommunication Device for the Deaf
(TDD) at 800-970-5296.
General Information about each of the Funds
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
INCEPTION ESTIMATED ANNUAL MAXIMUM NEWSPAPER
VICTORY FUND DATE EXPENSES AFTER WAIVERS SALES ABBREVIATION*
(AS A % CHARGE
OF NET ASSETS)
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Conservative Investor Fund 12/31/96 .20% 5.75% LVConInv
- -----------------------------------------------------------------------------------------------
Moderate Investor Fund 12/31/96 .20% 5.75% LVConInv
- -----------------------------------------------------------------------------------------------
Growth Investor Fund 12/31/96 .20% 5.75% LVConInv
- -----------------------------------------------------------------------------------------------
*All newspapers do not carry the same abbreviation. Newspapers do not
normally publish Fund information until a Fund reaches a specific
number of shareholders or level of assets.
</TABLE>
The following pages provide you with an overview of each Fund. Please look at
the objective, policies, strategies, risks, expenses, and financial history to
determine which Fund will best suit your risk tolerance and investment needs.
You should also review the "Other Securities and Investment Practices" section
for additional information about the individual securities in which the Funds
can invest and the risks related to these investments.
-3-
<PAGE>
FUND EXPENSES
This section will help you understand the costs and expenses you would pay,
directly or indirectly, if you invest in the Funds.
<TABLE>
<CAPTION>
Conservative Moderate Growth Investor
SHAREHOLDER TRANSACTION EXPENSES* Investor Fund Investor Fund Fund
<S> <C> <C> <C>
Sales Charge Imposed on Purchases (as a percentage
of offering price) 5.75% 5.75% 5.75%
Sales Charge Imposed on Reinvested Dividends None None None
Maximum Deferred Sales Charge** None None None
Redemption Fees None None None
Exchange Fees None None None
</TABLE>
*You may be charged additional fees if you purchase, exchange, or redeem shares
through a broker or agent.
**Except for investments of $1 million or more. See "Investing With Victory."
The Annual Fund Operating Expenses table illustrates the estimated operating
expenses that you will incur as a shareholder of the Funds. THESE EXPENSES ARE
CHARGED DIRECTLY TO EACH FUND. Expenses include management fees, as well as the
costs of maintaining accounts, administering the Funds, providing shareholder
services, and other activities. The expenses shown are estimated based on
historical or projected expenses of the predecessor Funds (the KeyChoice Funds)
adjusted to reflect anticipated expenses.
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (AFTER EXPENSE
WAIVERS AND REIMBURSEMENTS) Conservative Moderate Investor Growth Investor
(as a percentage of average daily net assets): Investor Fund Fund Fund
<S> <C> <C> <C>
Management Fee(1) .10% .10% .10%
Other Expenses(1) .10% .10% .10%
---- ---- ----
Total Fund Operating Expenses(1) .20% .20% .20%
==== ==== ====
</TABLE>
(1)These fees have been voluntarily reduced. These waivers may be terminated at
any time. Without these waivers for reimbursements, the Management Fee would be
as follows:
<TABLE>
<CAPTION>
EXPENSES BEING WAIVED OR REIMBURSED: Conservative Moderate Investor Growth Investor
Investor Fund Fund Fund
<S> <C> <C> <C>
Management Fee without waivers .20% .20% .20%
Other Expenses without reimbursements 1.08% .70% .85%
----- ---- ----
Total Fund Operating Expenses without
waivers or reimbursements 1.28% .90% 1.05%
===== ==== =====
</TABLE>
^This example is designed to help you understand the various costs you will
bear, directly or indirectly, as an investor in the Funds.^
This example is based on the estimated expenses of the Funds, the 5.75% sales
charge, and the average annual weighted expense ratios of the mutual funds in
which the Funds invest (see page 9 for a summary of these expenses). Total
estimated expenses of the Conservative Investor Fund, the Moderate Investor
Fund, and the Growth Investor Fund are 1.33%, 1.44%, and 1.53%, respectively.
Example: You would pay the following expenses on a $1,000 investment in
the Funds, assuming (1) a 5% annual return and (2) redemption at the end
of each time period.
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Conservative Investor Fund $70 $97 $126 $208
Moderate Investor Fund $71 $100 $132 $220
Growth Investor Fund $72 $103 $136 $229
THIS EXAMPLE IS ONLY AN ILLUSTRATION. ACTUAL EXPENSES AND RETURNS WILL VARY.
</TABLE>
-4-
<PAGE>
FINANCIAL HIGHLIGHTS
The Financial Highlights describe the Funds' returns and operating expenses over
time. This table shows the results of an investment in one share of the
KeyChoice Funds (the predecessors to the LifeChoice Funds) for the period
indicated below.
LIFECHOICE FUNDS
<TABLE>
<CAPTION>
Variability, as shown by total return: 11.62% 13.64% 15.46%
<S> <C> <C> <C>
Conservative Moderate Growth Investor
Investor Fund Investor Fund Fund
Period Ended Period Ended Period Ended
November 30, November 30, November 30,
1997(d) 1997(d) 1997(d)
NET ASSET VALUE, BEGINNING OF PERIOD $10.00 $10.00 $10.00
Investment Activities ------ ------ ------
Net investment income 0.31 0.20 0.11
Net realized and unrealized gains from investment
transactions 0.84(c) 1.16 1.43
------- ------ ------
Total from Investment Activities 1.15 1.36 1.54
Distributions ---- ---- ----
Net investment income (0.26) (0.17) (0.10)
$10.89 $11.19 $11.44
======= ====== ======
Total Return 11.62%(a) 13.64%(a) 15.46%(a)
RATIOS/SUPPLEMENTAL DATA:
Net Assets, End of Period (000) $9,137 $7,728 $7,515
Ratio of expenses to average net assets 0.29%(b) 0.27%(b) 0.30%(b)
Ratio of net investment income to average net assets 3.41%(b) 2.26%(b) 0.81%(b)
Ratio of expenses to average net assets* 5.18%(b) 3.32%(b) 3.67%(b)
Ratio of net investment income to average net assets* (1.48%)(b) (0.79%)(b) (2.56%)(b)
Portfolio Turnover 19% 50% 106%
The financial highlights were audited by Coopers & Lybrand L.L.P. These
financial highlights reflect historical information about the KeyChoice Funds,
the predecessors to the Funds. This information should be read in conjunction
with the Funds' most recent Semi-Annual Report to shareholders, which is
incorporated by reference into the SAI. If you would like a copy of the
Semi-Annual Report, write or call the Funds at 800-539-FUND.
</TABLE>
(a) Not annualized.
(b) Annualized.
(c) The amount shown for a share outstanding throughout the period does not
accord with the change in the aggregate gains and losses in the portfolio
of securities during the period because of the timing of sales and
purchases of fund shares in relation to fluctuating market values during
the period.
(d) For the period December 31, 1996 (commencement of operations) through
November 30, 1997.
(e) 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.
-5-
<PAGE>
THE LIFECHOICE FUNDS
The following examples show some possible characteristics of each investor type
and how the matching portfolio allocation might look. The allocation can change
within each designated range based on market conditions and will vary over time.
[The following table represents the information portrayed in the three pie
charts as they appear under the heading Who Should Invest."]
<TABLE>
<CAPTION>
Portfolio Allocation Ranges
----------------------------------------- ----------------------------------------
Investor Type Equity Fixed Income Money Market Equity Fixed Income Money Market
- ------------- ------ ------------ ------------ ------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Conservative 40% 58% 2% 30-50% 50-70% 0-15%
Moderate 60% 38% 2% 50-70% 30-50% 0-15%
Growth 80% 18% 2% 70-90% 10-30% 0-15%
</TABLE>
o Conservative Investor
Investment
Objective: Income with a moderate level of growth
Current Age: Late 50s through retirement
-OR-
Time Horizon: At least 6 years
Risk Tolerance: Low to moderate
If you seek income but are also concerned about protecting the value of
your investment, have a shorter time horizon and a lower tolerance for
volatility, you might find the Conservative Investor Fund to be a suitable
investment.
o Moderate Investor
Investment
Objective: Growth with a moderate level of income
Current Age: Early 40s to late 50s
-OR-
Time Horizon: At least 8 years
Risk tolerance: Moderate to high
If you seek capital appreciation, with some income, have a longer time
horizon and moderate tolerance for volatility, you might find the Moderate
Investor Fund to be a suitable investment.
o Growth Investor
Investment
Objective: Growth
Current Age: 20s to early 40s
-OR-
Time Horizon: at least 9 years
Risk tolerance: High
If you seek potential for capital appreciation with a longer time horizon
and a higher tolerance for volatility, you might find the Growth Investor
Fund to be a suitable investment.
You should consult with your Investment Professional to help determine your
investment objectives and risk tolerance.
-6-
<PAGE>
INVESTMENT OBJECTIVE, POLICIES, AND AND STRATEGY
INVESTMENT OBJECTIVE
The CONSERVATIVE INVESTOR FUND seeks to provide current income combined with
moderate growth of capital.
The MODERATE INVESTOR FUND seeks to provide growth of capital combined with a
moderate level of current income.
The GROWTH INVESTOR FUND seeks to provide growth of capital.
INVESTMENT POLICIES AND STRATEGIES
The three LifeChoice Funds invest primarily in the Victory Funds representing
different combinations of equity securities, fixed income securities, or cash
reserves. Each of the Victory Funds has varying degrees of potential investment
risk and reward. Generally, the Funds invest between 80% and 85% of their total
assets at the time of purchase in shares of the Victory Funds. In addition, the
Funds may invest up to 20% of their total assets in "Other Funds" (that is,
other mutual funds that are not part of the Victory Portfolios) to fulfill a
particular investment niche.
HOW THE ADVISER ALLOCATES ITS INVESTMENTS. The Adviser allocates each Fund's
investments in particular mutual funds based on the investment objective of each
Fund. We describe these ranges below. Although some of the mutual funds do not
share the investment objective of the Funds, the Adviser will select those funds
based on various criteria. The Adviser analyzes the underlying mutual fund's
investment objective, policies, and investment strategy and also evaluates the
size, portfolio of securities, and management of each underlying mutual fund
before investing.
CONTINUOUS MONITORING. The Adviser continuously monitors the allocation of the
Funds and rebalances or reallocates its investments across the underlying mutual
funds depending on market conditions.
OTHER INVESTMENTS. The Funds also may invest a limited portion of their assets
directly in high quality short-term debt obligations, including commercial
paper, certificates of deposit, bankers' acceptances, repurchase agreements with
maturities of less than seven days, debt obligations backed by the full faith
and credit of the U.S. Government, and demand time deposits of domestic and
foreign banks and savings and loan associations.
CONSERVATIVE INVESTOR FUND
Under normal market conditions, the Conservative Investor Fund allocates its
assets as follows:
o 30%-50% of its assets in shares of mutual funds that invest in equity
securities;
o 50%-70% of its assets in shares of mutual funds that invest in bonds,
fixed income, and specialty securities; and
o 0%-15% of its assets in shares of money market funds.
MODERATE INVESTOR FUND
Under normal market conditions, the Moderate Investor Fund allocates its assets
as follows:
o 50%-70% of its assets in shares of mutual funds that invest in equity
securities;
o 30%-50% of its assets in shares of mutual funds that invest in bonds,
fixed income, and specialty securities; and
o 0%-15% of its assets in shares of money market funds.
GROWTH INVESTOR FUND
Under normal market conditions, the Growth Investor Fund allocates its assets as
follows:
o 70% to 90% of its assets in shares of mutual funds that invest in equity
securities;
o 10% to 30% of its assets in shares of mutual funds that invest in bonds,
fixed-income, and specialty securities; and
o 0%-15% of its assets in shares of mutual funds that invest in money market
funds.
-7-
<PAGE>
ALLOCATION OF INVESTMENTS AMONG THE VARIOUS TYPES OF MUTUAL FUNDS
You can invest directly in the mutual funds, rather than indirectly as a
LifeChoice investor. By investing in those mutual funds indirectly, you
indirectly pay a proportionate share of the expenses of those mutual funds
(including management fees, administration fees, and custodian fees), and you
also pay the expenses of the Funds. The Board of Trustees has determined that
the advisory fees that the Funds pay to Key Asset Management Inc. are for
services that are additional, rather than duplicate, services provided to the
mutual funds by their service providers. Some of the mutual funds may incur
distribution plan expenses in the form of "12b-1 fees." The table below also
summarizes the percentage range that each LifeChoice Fund may invest in each
mutual fund category. FROM TIME TO TIME, THE ADVISER MAY SELECT "OTHER FUNDS"
THAT ARE NOT LISTED BELOW.
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
CONSERVATIVE MODERATE GROWTH
INVESTOR INVESTOR INVESTOR FUND'S
INVESTMENT FUND'S TOTAL FUND'S TOTAL TOTAL UNDERLYING PORTFOLIOS QUALIFYING
CATEGORY INVESTMENTS INVESTMENTS INVESTMENTS FOR PURCHASE
<S> <C> <C> <C> <C>
Equity Funds 30-50% 50-70% 70-90% VICTORY FUNDS
Value Fund
Diversified Stock Fund
Growth Fund
Special Value Fund
Special Growth Fund
International Growth Fund
*OTHER FUNDS
PBHG Growth Fund
Neuberger&Berman
Genesis Fund
Bond/Fixed Income and 50-70% 30-50% 10-30% VICTORY FUNDS
Specialty Funds Real Estate Investment Fund
Convertible Securities Fund
Government Mortgage Fund
Investment Quality Bond Fund
Fund for Income
Intermediate Income Fund
Limited Term Income Fund
*OTHER FUNDS
Loomis Sayles Bond Fund
Money Market Fund** 0-15% 0-15% 0-15% VICTORY FUNDS
Financial Reserves Fund
</TABLE>
* Total investments in Other Funds is expected to range between 15% and 20%
of total investments of each of the Funds.
** Total investments in the Money Market Fund may temporarily exceed the 15%
maximum due to daily investment of cash flows that are expected to be used
for next day settlement of variable fund purchases by each of the Funds.
-8-
<PAGE>
You will indirectly bear the expenses of the Victory Funds and Other Funds in
which the LifeChoice Funds invest. The table below summarizes the expenses paid
by these mutual funds (after fee waivers and expense reimbursements), as
described in their current prospectuses. Keep in mind that these expenses would
be higher if the investment manager(s) did not waive fees or reimburse expenses.
The actual expenses these funds pay may change from time to time.
This table shows how the Funds allocate their investments among specific mutual
funds and the current expense ratio at the time of printing for each of those
mutual funds. THE ADVISER MAY SUBSTITUTE DIFFERENT MUTUAL FUNDS AT ANY TIME.
<TABLE>
<CAPTION>
- ------------------------------------------ ------------------------ ------------------- -------------------- ------------------
EXPENSE RATIOS (After CONSERVATIVE MODERATE INVESTOR GROWTH INVESTOR
Waivers and INVESTOR FUND FUND FUND
VICTORY FUNDS Reimbursements)
- ------------------------------------------ ------------------------ ------------------- -------------------- ------------------
<S> <C> <C> <C> <C>
Value Fund 1.40% 0%-25% 0%-35% 0%-45%
- ------------------------------------------ ------------------------ ------------------- -------------------- ------------------
Diversified Stock Fund* 1.05% 0%-30% 0%-40% 0%-50%
- ------------------------------------------ ------------------------ ------------------- -------------------- ------------------
Growth Fund 1.40% 0%-15% 0%-20% 0%-25%
- ------------------------------------------ ------------------------ ------------------- -------------------- ------------------
Special Value Fund* 1.40% 0%-20% 0%-25% 0%-30%
- ------------------------------------------ ------------------------ ------------------- -------------------- ------------------
Special Growth Fund 1.53% 0%-10% 0%-15% 0%-20%
- ------------------------------------------ ------------------------ ------------------- -------------------- ------------------
International Growth Fund* 1.75% 0%-20% 0%-25% 0%-30%
- ------------------------------------------ ------------------------ ------------------- -------------------- ------------------
Real Estate Investment Fund 1.40% 0%-20% 0%-20% 0%-20%
- ------------------------------------------ ------------------------ ------------------- -------------------- ------------------
Convertible Securities Fund 1.31% 0%-30% 0%-30% 0%-30%
- ------------------------------------------ ------------------------ ------------------- -------------------- ------------------
Government Mortgage Fund 0.90% 0%-30% 0%-25% 0%-20%
- ------------------------------------------ ------------------------ ------------------- -------------------- ------------------
Investment Quality Bond Fund 1.00% 0%-50% 0%-40% 0%-30%
- ------------------------------------------ ------------------------ ------------------- -------------------- ------------------
Fund for Income 1.00% 0%-35% 0%-25% 0%-15%
- ------------------------------------------ ------------------------ ------------------- -------------------- ------------------
Intermediate Income Fund 0.95% 0%-35% 0%-25% 0%-15%
- ------------------------------------------ ------------------------ ------------------- -------------------- ------------------
Limited Term Income Fund 0.86% 0%-10% 0%-10% 0%-10%
- ------------------------------------------ ------------------------ ------------------- -------------------- ------------------
Financial Reserves Fund** 0.67% 0%-15% 0%-15% 0%-15%
- ------------------------------------------ ------------------------ ------------------- -------------------- ------------------
OTHER FUNDS
- ------------------------------------------ ------------------------ ------------------- -------------------- ------------------
PBHG Growth Fund 1.25% 0%-20% 0%-20% 0%-20%
- ------------------------------------------ ------------------------ ------------------- -------------------- ------------------
Neuberger&Berman Genesis Fund 1.26% 0%-20% 0%-20% 0%-20%
- ------------------------------------------ ------------------------ ------------------- -------------------- ------------------
Loomis Sayles Bond Fund -- 0.75% 0%-15% 0%-20% 0%-20%
Institutional Shares
- ------------------------------------------ ------------------------ ------------------- -------------------- ------------------
AVERAGE WEIGHTED EXPENSE RATIOS 1.13% 1.24% 1.33%
- ------------------------------------------ ------------------------ ------------------- -------------------- ------------------
</TABLE>
* Denotes Class A shares only.
** Total investments in the money market fund may temporarily exceed the 15%
maximum due to daily investment of cash flows that are expected to be used for
next day settlement of variable fund purchases by each of the funds.
The average weighted expense ratios for the Funds' investments in mutual funds
are based on a hypothetical portfolio mix that reflects expected investments
under current market conditions. These figures are approximations of the Funds'
indirect expense ratios associated with their investments in the mutual funds.
The percentage of the Funds' investments in each of the mutual funds will vary
within the ranges shown above and investment in Other Funds will total 15% to
20% of each Fund's total investments.
-9-
<PAGE>
PORTFOLIO MANAGEMENT
The LifeChoice Allocation Committee of Key Asset Management Inc. (KAM) manages
each Fund's investments. No one person is primarily responsible for making
investment recommendations. The Committee is responsible for the selection of
and allocation among underlying mutual funds.
VICTORY LIFECHOICE FUNDS - ASSET ALLOCATION COMMITTEE
H. ALLAN CROWTHER, Director, Portfolio Analytics, KAM. He has been with KeyCorp
or an affiliate since 1978 and has been a portfolio manager for over 17 years.
CHRISTOPHER K. DYER, Director, Institutional Retirement Product Development,
KAM. He has been with KeyCorp or an affiliate since 1985.
TERRY D. TAYLOR, Director, Portfolio Analysis, KAM. He has been with KeyCorp or
an affiliate since 1974.
R. KIRK WILLIAMSON, CFA, Director, Portfolio Analytics, KAM. He has been with
KeyCorp or an affiliate since 1986.
INVESTMENT AND FUND SELECTION OVERVIEW: The first step in selecting mutual funds
for the LifeChoice Funds is the identification of the asset classes that will be
used to build each portfolio. This process consists of an historical analysis of
the relationship between asset classes, primarily the risk and reward
characteristics of the various possible combinations. This historical analysis
provides a foundation for building each portfolio to take advantage of the
unique characteristics of each asset class. The Victory LifeChoice Funds further
break down equity funds into asset class, capitalization, and investment style.
In addition, funds from distinct asset classes may be used, for example,
convertibles or real estate funds, as well as different types of fixed income
funds. Once this asset allocation framework is complete, individual funds from
the Victory Funds Group, as well as select non-affiliated funds families, are
then selected. Funds are chosen based on their ability to meet the asset
allocation needs of the framework and its relationship to each LifeChoice Fund
objective. Included in the assessment (for each Fund), are factors such as
investment philosophy, style consistency, performance, volatility, expenses, and
other elements pertinent to fund quality.
INFORMATION ABOUT THE MUTUAL FUNDS IN WHICH THE FUNDS INVEST
THE VICTORY FUNDS: INVESTMENT OBJECTIVES AND STRATEGIES
The LifeChoice Funds invest primarily in shares of the Victory Funds described
below. Here is a summary of the investment objective and principal strategies of
each of the Victory Funds in which the Funds may invest:
FUNDS THAT INVEST PRIMARILY IN EQUITY SECURITIES:
THE VALUE FUND seeks to provide long-term growth of capital and dividend income.
The Value Fund invests primarily in a diversified group of common stocks with an
emphasis on companies with above average total return potential.
THE DIVERSIFIED STOCK FUND seeks to provide long-term growth of capital. The
Diversified Stock Fund invests primarily in common stocks and securities
convertible into common stocks issued by established domestic and foreign
companies.
-10-
<PAGE>
THE GROWTH FUND seeks to provide long-term growth of capital. The Growth Fund
invests primarily in common stocks of issuers listed on a nationally recognized
exchange with an emphasis on companies with superior prospects for long-term
earnings growth and price appreciation.
THE SPECIAL VALUE FUND seeks to provide long-term growth of capital and dividend
income. The Special Value Fund invests primarily in common stocks of small- and
medium-sized companies listed on a nationally recognized exchange with an
emphasis on companies with above average total return potential.
THE SPECIAL GROWTH FUND seeks capital appreciation. The Special Growth Fund
invests primarily in equity securities of companies that have market
capitalizations of $750 million or less.
THE INTERNATIONAL GROWTH FUND seeks to provide capital growth consistent with
reasonable investment risk. The International Growth Fund invests primarily in
equity securities of foreign corporations, most of which will be denominated in
foreign currencies.
FUNDS THAT INVEST PRIMARILY IN FIXED INCOME SECURITIES AND SPECIALTY
SECURITIES:
THE REAL ESTATE INVESTMENT FUND seeks to provide total return through
investments in real estate-related securities. The Real Estate Investment Fund
pursues its investment objective by investing at least 80% of the Fund's total
assets in real-estate related company.
THE CONVERTIBLE SECURITIES FUND seeks to provide a high level of current income
together with long-term capital appreciation. The Convertible Securities Fund
invests primarily in convertible bonds, corporate notes, convertible preferred
stocks, and other securities convertible into common stock.
THE GOVERNMENT MORTGAGE FUND seeks to provide a high level of current income
consistent with safety of principal. The Government Mortgage Fund invests
exclusively in obligations issued or guaranteed by the U.S. Government or its
agencies or instrumentalities.
THE INVESTMENT QUALITY BOND FUND seeks to provide a high level of income. The
Investment Quality Bond Fund invests primarily in investment-grade bonds issued
by corporations and the U.S. Government and its agencies or instrumentalities.
THE FUND FOR INCOME seeks to provide a high level of current income consistent
with preservation of shareholders' capital. The Fund for Income invests
primarily in selected mortgage-related securities.
THE INTERMEDIATE INCOME FUND seeks to provide a high level of income. The
Intermediate Income Fund invests in debt securities issued by corporations and
the U.S. Government and its agencies and instrumentalities.
THE LIMITED TERM INCOME FUND seeks to provide income consistent with limited
fluctuation of principal. The Limited Term Income Fund invests in a portfolio of
high grade, fixed income securities with a dollar-weighted average maturity of
one to five years, based on remaining maturities.
FUNDS THAT INVEST PRIMARILY IN MONEY MARKET SECURITIES:
THE FINANCIAL RESERVES FUND seeks to obtain as high a level of current income as
is consistent with preserving capital and providing liquidity. The Financial
Reserves Fund invests primarily in a portfolio of high-quality U.S. dollar
denominated money market instruments. The Financial Reserves Fund seeks to
maintain a constant net asset value of $1.00 per unit of beneficial interest.
-11-
<PAGE>
OTHER FUNDS: INVESTMENT OBJECTIVES AND STRATEGIES
The LifeChoice Funds may invest a limited portion of their assets (up to 20% of
total assets) in shares of Other Funds. The Adviser may select any mutual fund
that it believes is appropriate, based upon its analysis of the Other Fund's
investment objective, policies, strategies, the quality of its management, and
other factors it believes are important.
As of November 30, 1997, one or more of the LifeChoice Funds invested in the
following Other Funds:
THE PBHG GROWTH FUND. The PBHG Growth Fund seeks capital appreciation. The PBHG
Growth Fund will seek to achieve its objective by investing primarily in common
stocks and convertible securities of small to mid-size companies the advisor
believes have an outlook for strong earnings growth and the potential for
significant capital appreciation.
THE NEUBERGER&BERMAN GENESIS FUND. The investment objective of the
Neuberger&Berman Genesis Fund is to seek capital appreciation. The
Neuberger&Berman Genesis Fund pursues this objective by investing primarily in
common stocks of companies with small market capitalizations. The
Neuberger&Berman Genesis Fund regards companies with market capitalization of up
to $1.5 billion at the time of investment as small-cap companies.
THE LOOMIS SAYLES BOND FUND. The Loomis Sayles Bond Fund's investment objective
is high total investment return through a combination of current income and
capital appreciation. The Loomis Sayles Bond Fund seeks to achieve its objective
by normally investing substantially all of its assets in fixed income
securities, although up to 20% of its assets may be invested in preferred
stocks. At least 65% of the Loomis Sayles Bond Fund's total assets will normally
be invested in bonds.
Limit: The LifeChoice Funds, taken as a whole, with other accounts managed by
affiliates of the Adviser may not invest in more than 3% of the outstanding
shares of any one Other Fund.
-12-
<PAGE>
RISK FACTORS
This prospectus describes some of the risks that you may assume as an investor
in the Funds. By matching your investment objective with a comfortable level of
risk, you can create your own customized investment plan. Some limitations on
the Funds' investments are described in the section that follows. "Other
Securities and Investment Practices" at the end of this prospectus provides
additional information on the securities mentioned in the overview of each of
the Funds. As with any mutual fund, there is no guarantee that a Fund will earn
income or show a positive total return over time. A Fund's price, yield, and
total return will fluctuate. You may lose money if a Fund's investments do not
perform well.
****It is important to keep in mind one basic principle of investing:
the greater the risk, the greater the potential reward. The reverse is also
generally true: the lower the risk, the lower the potential reward.****
The following risks are common to all mutual funds:
o MARKET RISK is the risk that the market value of a security may fluctuate,
depending on the supply and demand for that type of security. As a result
of this fluctuation, a security may be worth less than the price a Fund
originally paid for it, or less than the security was worth at an earlier
time. Market risk may affect a single issuer, an industry, a sector of the
economy, or the entire market and is common to all investments.
o MANAGER RISK is the risk that a Fund's Portfolio Manager may use a
strategy that does not produce the intended result. Manager risk also
refers to the possibility that the Portfolio Manager may fail to execute a
Fund's investment strategy effectively and thus fail to achieve its
objective.
The following risks are common to mutual funds that invest in equity securities:
o EQUITY RISK is the risk that the value of the security will fluctuate in
response to changes in earnings or other conditions affecting the issuer's
profitability. Unlike debt securities, which have preference to a
company's earnings and cash flow, equity securities are entitled to the
residual value after the company meets its other obligations. For example,
holders of debt securities have priority over holders of equity securities
to a company's assets in the event of bankruptcy.
The following risks are common to mutual funds that invest in foreign
securities:
o CURRENCY RISK is the risk that fluctuations in the exchange rates between
the U.S. dollar and foreign currencies may negatively affect an
investment. Adverse changes in exchange rates may erode or reverse any
gains produced by investments denominated in foreign currencies.
o FOREIGN ISSUER RISK. Compared to U.S. and Canadian companies, there
generally is less publicly available information about foreign companies
and there may be less governmental regulation and supervision of foreign
stock exchanges, brokers, and listed companies. Foreign issuers may not be
subject to the uniform accounting, auditing, and financial reporting
standards and practices used by domestic issuers. In addition, foreign
securities markets may be less liquid, more volatile, and less subject to
governmental supervision than in the U.S. Investments in foreign countries
could be affected by factors not present in the U.S., including
expropriation, confiscation of property, and difficulties in enforcing
contracts. All of these factors can make foreign investments, especially
those in developing countries, more volatile than U.S. investments.
-13-
<PAGE>
The following risks are common to mutual funds that invest in debt securities:
o INTEREST RATE RISK. The value of a debt security typically changes in the
opposite direction from a change in interest rates. When interest rates go
up, the value of a fixed-rate security typically goes down. When interest
rates go down, the value of these securities typically goes up. Generally,
the market values of securities with longer maturities are more sensitive
to changes in interest rates.
o INFLATION RISK is the risk that inflation will erode the purchasing power
of the cash flows generated by debt securities held by a Fund. Fixed-rate
debt securities are more susceptible to this risk than floating-rate debt
securities.
o REINVESTMENT RISK is the risk that when interest income is reinvested,
interest rates will have declined so that income must be reinvested at a
lower interest rate. Generally, interest rate risk and reinvestment risk
have offsetting effects.
o CREDIT (OR DEFAULT) RISK is the risk that the issuer of a debt security
will be unable to make timely payments of interest or principal. Although
the Funds generally invest in only high-quality securities, the interest
or principal payments may not be insured or guaranteed on all securities.
Credit risk is measured by NRSROs* such as S&P, Fitch, or Moody's.
o LOWER-RATED SECURITIES ("JUNK BONDS"). Lower-rated securities are subject
to certain risks in addition to those risks associated with higher-rated
securities. Lower-rated securities may be more susceptible to real or
perceived adverse economic conditions than higher-rated securities. They
also may be less liquid than higher-rated securities and more difficult to
evaluate than higher-rated securities.
The following risks are common to mutual funds that invest in real estate
securities:
o CONCENTRATION AND DIVERSIFICATION RISK is the risk that only a limited
number of high-quality securities of particular type may be available.
Concentration and diversification risk is greater for funds that primarily
invest in securities of a single state, geographic area, or a particular
industry.
o REAL ESTATE RISK is the risk that the value of a security will fluctuate
because of changes in property values, vacancies of rental properties,
overbuilding, changes in local laws, increased property taxes and
operating expenses, and other risks associated with real estate. While the
Funds will not invest directly in real estate, they may be subject to the
risks associated with direct ownership. Equity REITs may be affected by
changes in property value, while mortgage REITs may be affected by credit
quality.
o REGULATORY RISK is the risk that certain REITs may fail to qualify for
pass-through of income under federal tax law or to maintain their
exemption from the registration requirements under federal securities
laws.
The following risks are common to mutual funds that invest in futures and
options contracts:
o LEVERAGE RISK. Futures and options contracts are leveraged instruments,
which means that their response to economic conditions may be magnified.
Therefore, if a Portfolio Manager incorrectly uses futures or options
contracts, a fund can sustain a loss significantly in excess of the cost
of the futures or options contracts.
*An NRSRO is a nationally recognized statistical rating organization such as
Standard & Poor's (S&P), Fitch, or Moody's, which assigns credit ratings to
certain securities based on the borrower's ability to meet its obligation to
make principal and interest payments.
-14-
<PAGE>
o CORRELATION RISK. Futures and options contracts can be used in an effort
to hedge against certain risks. Generally, an effective hedge generates
gains or losses that offset the gains or losses from another position held
by a fund. Correlation risk is the risk that a hedge created using futures
or options contracts (or any derivative, for that matter) does not, in
fact, respond to economic conditions in the manner the portfolio manager
expected. In such a case, the futures or options contracts hedge may not
generate gains sufficient to offset losses and may actually generate
losses.
The following risks are common to a fund of funds:
o The Funds' performance is directly related to the dollar-weighted
performance of the mutual funds in which they invest. If the value of the
shares of these mutual funds declines, the value of the Funds will
decline.
o KAM is subject to various conflicts of interest because of the fund of
funds structure of the Funds. The Board of Trustees has adopted policies
to monitor those potential conflicts.
o You will indirectly bear additional fees charged by the mutual funds in
which the Funds invest. These may include management fees, to the extent
advisory fees are not waived by KAM.
o Depending on an Other Fund's investment objective, policies, and
restrictions, additional risks may be created by a Fund's investment in an
Other Fund. Other Funds may follow some or all of the investment practices
of the Victory Funds and may follow other investment practices. KAM has
little or no control over the investment activities of the Other Funds.
There may, in fact, be additional investment practices, not discussed in
this Prospectus or in the Statement of Additional Information, that both
the Victory Funds and Other Funds may engage in from time to time.
o The Funds may invest in mutual funds that concentrate, (that is, invest
more than 25% of their total assets) in a single industry. Shares of these
mutual funds may fluctuate in value more than shares of funds that do not
concentrate their investments in a single industry.
o Some of the Other Funds may limit the ability of the Funds to sell their
investments in those funds at certain times. In this case, the Funds'
investment in those shares will be considered "illiquid" and subject to
the overall limitation on investment in illiquid securities.
o From time to time, a mutual fund in which a Fund invests may choose to
redeem the Fund's shares "in kind." That is, the mutual fund may give the
Fund securities from its portfolio rather than the cash value of those
securities. If it determines that it is in the best interests of
shareholders, KAM may keep those securities in the Fund's portfolio, even
if the Fund could not otherwise purchase those securities.
Some of the mutual funds may invest in below investment grade debt securities
("junk bonds"), forward currency contracts, futures contracts and related
options, mortgage backed securities or other "derivatives" that involve special
risks. As discussed above, more information about these techniques is provided
in the SAI.
-15-
<PAGE>
INVESTMENT LIMITATIONS
****The SEC and IRS have certain restrictions with which all mutual funds must
comply. The Funds monitor these limitations on an ongoing basis.****
To help reduce risk, the LifeChoice Funds have adopted limitations on some
investment policies. These limits involve a Fund's ability to borrow money and
the amount it can invest in various types of securities. Certain limitations can
be changed only with the approval of shareholders. Victory's Board of Trustees
can change other investment limitations without shareholder approval. See "Other
Securities and Investment Practices" and the SAI for more information.
Each Fund limits to 25% of its total assets the amount that it may invest in any
single industry (other than U.S. Government obligations). Each Fund limits its
borrowing to 33 1/3% of its total assets. Borrowing may be in the form of
selling a security that it owns and agreeing to repurchase that security later
at a higher price. The Funds do not intend to borrow for leveraging purposes.
DIVERSIFICATION REQUIREMENTS:
o SEC REQUIREMENT: Each LifeChoice Fund is "diversified" according to
certain federal securities provisions regarding the diversification of its
assets.
o IRS REQUIREMENT: Each LifeChoice Fund also intends to comply with certain
federal tax requirements regarding the diversification of its assets,
which generally are less restrictive than the securities provisions. These
diversification provisions and requirements are discussed in the SAI.
INVESTMENT PERFORMANCE
****Past performance does not guarantee future results. You may obtain
performance information and the current 30-day yield by calling 800-539-FUND.
Our Shareholder Servicing representatives are available from 8:00 a.m. to 8:00
p.m. Eastern Time Monday through Friday.****
Victory may advertise the performance of a Fund by comparing it to other mutual
funds with similar objectives and policies. Performance information also may
appear in various publications. Any fees charged by Investment Professionals may
not be reflected in these performance calculations. Performance information is
contained in the annual and semi-annual reports. You may obtain a copy free of
charge, by calling 800-539-FUND.
The "30-day yield" is an "annualized" figure-the amount you would earn if you
stayed in a Fund for a year and the Fund continued to earn the same net income
throughout that year. To calculate 30-day yield, a Fund's net investment income
per share for the most recent 30 days is divided by the maximum offering price
per share for Class A Shares.
To calculate "total return," a Fund starts with the total number of shares that
you can buy for $1,000 at the beginning of the period. Then the Fund adds all
dividends and distributions paid as if they were reinvested in additional shares
(this takes into account the Fund's dividend distributions, if any). The total
number of shares is multiplied by the net asset value on the last day of the
period and the result is divided by the initial $1,000 investment to determine
the percentage gain or loss. For periods of more than one year, the cumulative
total return is adjusted to get an average annual total return.
o YIELD is a measure of net interest and dividend income.
o AVERAGE ANNUAL TOTAL RETURN is a hypothetical measure of past dividend
income plus capital appreciation. It is the sum of all of the parts of a
Fund's investment return for periods greater than one year.
o TOTAL RETURN is the sum of all of the parts of a Fund's investment return.
-16-
<PAGE>
PERFORMANCE OF VICTORY PORTFOLIOS The table below summarizes the "average annual
total return" of the Victory Funds since inception and for the one, five, and
ten year periods, through October 31, 1997, the fiscal year end for each of the
funds. The information for the Real Estate Investment Fund is since inception
through November 30, 1997. The information reflects fund operating expenses
after waivers, but does not reflect sales charges that other investors would pay
directly.
<TABLE>
<CAPTION>
Date of Since Five
Victory Funds Commencement Inception One Year Years Ten Years
- ------------- ------------ --------- -------- ----- ---------
<S> <C> <C> <C> <C> <C>
Value Fund 12/3/93 19.41% 27.24% n/a n/a
Diversified Stock Fund - Class A 10/20/89 16.08% 27.96% 19.73% n/a
Growth Fund 12/3/93 19.64% 29.08% n/a n/a
Special Value Fund - Class A 12/3/93 18.06% 27.05% n/a n/a
Special Growth Fund 1/11/94 15.10% 20.62% n/a n/a
International Growth Fund - Class A 5/18/90 6.21% 6.03% 10.25% n/a
Convertible Securities Fund 4/14/88 12.68% 20.38% 14.43% n/a
Government Mortgage Fund 5/18/90 8.31% 8.22% 6.53% n/a
Investment Quality Bond Fund 12/10/93 5.70% 7.67% n/a n/a
Fund for Income 5/8/87 8.34% 7.58% 6.08% 8.67%
Intermediate Income Fund 12/10/93 5.10% 6.62% n/a n/a
Real Estate Investment Fund 4/30/97 22.42% n/a n/a n/a
Limited Term Income Fund 10/20/89 6.39% 5.57% 4.96% n/a
Financial Reserves Fund 4/4/83 6.19% 5.04% 4.37% 5.50%
</TABLE>
The Securities and Exchange Commission has imposed certain limitations on how
the LifeChoice Funds may invest and the fees that they may charge.
Whenever you see information on a Fund's performance, do not consider the past
performance to be an indication of the performance you could expect by making an
investment in a Fund today. The past is an imperfect guide to the future.
History does not always repeat itself.
-17-
<PAGE>
SHARE PRICE
*****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 dollar amount and value of
your investment.*****
Each Fund's share price, called its net asset value (the NAV), is calculated
each business day at the close of the New York Stock Exchange (normally at 4:00
p.m. Eastern Time). Shares are purchased, exchanged, and redeemed at the next
share price calculated after your investment instructions are received and
accepted. A business day is a day on which the New York Stock Exchange is open
for trading or any day in which enough trading has occurred in the securities
held by a Fund to affect the NAV materially. If your account is established with
an Investment Professional or a bank, you may not be able to purchase or sell
shares on other holidays when the Federal Reserve Bank of Cleveland is closed
but the New York Stock Exchange is open.
The NAV is calculated by adding up the total value of a Fund's investments in
the mutual funds and other assets, subtracting its liabilities, and then
dividing that figure by the number of outstanding shares of the Fund. The value
of an investment in a mutual fund is based upon the NAV determined by that
mutual fund.
NAV= Total Assets-Liabilities
------------------------
Number of Shares Outstanding
Most Fund's net asset value can generally be found daily in The Wall Street
Journal and other newspapers. Newspapers do not normally publish Fund
information until a Fund reaches a specific number of shareholders or level of
assets.
DIVIDENDS, DISTRIBUTIONS AND TAXES
As a shareholder, you are entitled to your share of net income and capital gains
on a Fund's investments after expenses. The Funds pass their earnings along to
investors in the form of dividends. Dividend distributions are the net dividends
or interest earned on investments after expenses. If a Fund makes a capital gain
distribution, it is paid once a year. As with any investment, you should
consider the tax consequences of an investment in a Fund.
Ordinarily, each Fund declares and pays dividends from its net investment income
quarterly. The Funds pay any net capital gains realized as dividends at least
annually.
^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
the Transfer Agent at 800-539-FUND.^
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<PAGE>
Distributions can be received in one of the following ways:
o REINVESTMENT OPTION. You can have distributions automatically reinvested
in additional shares of a Fund. If you do not indicate another choice on
your Account Application, this option will be assigned to you
automatically.
o CASH OPTION. You will be mailed a check no later than 7 days after the pay
date.
o INCOME EARNED OPTION. Dividends can be automatically reinvested in a Fund
in which you have invested and your capital gains can be paid in cash, or
capital gains can be reinvested and dividends paid in cash.
o DIRECTED DIVIDENDS OPTION. You can have distributions automatically
reinvested in the same class of shares of another fund of The Victory
Group. If distributions are reinvested in a different class of another
fund, you may pay a sales charge on the reinvested distributions.
o DIRECTED BANK ACCOUNT OPTION. In most cases, you can have distributions
automatically transferred to your bank checking or savings account. Under
normal circumstances, a dividend will be transferred within 7 days of the
dividend payment date. The bank account must have a registration identical
to that of your Fund account.
^BUYING A DIVIDEND. You should check a Fund's distribution schedule before you
invest. If you buy shares of a Fund shortly before it makes a distribution, some
of your investment may come back to you as a taxable distribution.^
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<PAGE>
IMPORTANT INFORMATION ABOUT TAXES
Each Fund intends to continue to qualify as a regulated investment company, in
which case it pays no federal income tax on the earnings or capital gains it
distributes to its shareholders.
o Ordinary dividends from a Fund are taxable as ordinary income; dividends
from a Fund's long-term capital gains are taxable as capital gain.
o Dividends are treated in the same manner for federal income tax purposes
whether you receive them in cash or in additional shares. They may also be
subject to state and local taxes.
o Dividends from the Funds that are attributable to interest on certain U.S.
Government obligations may be exempt from certain state and local income
taxes. The extent to which ordinary dividends are attributable to U.S.
Government obligations will be provided on the tax statements you receive
from a Fund.
o Certain dividends paid to you in January will be taxable as if they had
been paid to you the previous December.
o Tax statements will be mailed from a Fund every January showing the
amounts and tax status of distributions made to you.
o Under certain circumstances, a Fund may be in a position to (in which case
it would) "pass-through" to you the right to a credit or a deduction for
income or other tax credits earned from foreign investments.
o Because your tax treatment depends on your purchase price and tax
position, you should keep your regular account statements for use in
determining your tax.
o You should review the more detailed discussion of federal income tax
considerations in the SAI.
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 A FUND.
-20-
<PAGE>
INVESTING WITH VICTORY
If you are looking for a convenient way to open an account, or to add money to
an existing account, Victory can help. This section will describe how to open an
account, how to access information on your account, and how to purchase,
exchange, and redeem shares of a Fund. We want to make it simple for you to do
business with us. The sections that follow will serve as a guide to your
investments with Victory. If you have questions about any of this information,
please call your Investment Professional or one of our customer service
representatives at 800-539-FUND. They will be happy to assist you.
These Funds offer only Class A shares. Class A shares have a front-end sales
charge of 5.75%.
^All you need to do to get started is to fill out an application.^
CALCULATION OF SALES CHARGES
Shares of the Funds are sold at their public offering price, which includes the
initial sales charge. The sales charge as a percentage of your investment
decreases as the amount you invest increases. The current sales charge rates and
commissions paid to Investment Professionals are as follows:
^For historical expense information on a Fund, see the "Financial Highlights" in
the Fund overview earlier in this Prospectus.^
<TABLE>
<CAPTION>
------------------------------- ------------------------ ---------------------- -------------------------
SALES CHARGE SALES CHARGE DEALER REALLOWANCE
YOUR INVESTMENT AS A % OF OFFERING AS A % OF YOUR AS A % OF THE
PRICE INVESTMENT OFFERING PRICE
------------------------------- ------------------------ ---------------------- -------------------------
<S> <C> <C> <C>
Up to $50,000 5.75% 6.10% 5.00%
------------------------------- ------------------------ ---------------------- -------------------------
$50,000 up to $100,000 4.50% 4.71% 4.00%
------------------------------- ------------------------ ---------------------- -------------------------
$100,000 up to $250,000 3.50% 3.63% 3.00%
------------------------------- ------------------------ ---------------------- -------------------------
$250,000 up to $500,000 2.50% 2.56% 2.00%
------------------------------- ------------------------ ---------------------- -------------------------
$500,000 up to $1,000,000 2.00% 2.04% 1.75%
------------------------------- ------------------------ ---------------------- -------------------------
$1,000,000 and above* 0.00% 0.00% *
------------------------------- ------------------------ ---------------------- -------------------------
</TABLE>
*There is no initial sales charge on purchases of $1 million or more. However,
you will pay a contingent deferred sales charge (CDSC) of up to 1.00% of the
purchase price if you redeem your shares in the first year after purchase, or at
.50% within two years of the purchase. This charge will be based on either the
cost of the shares or net asset value at the time of redemption, whichever is
lower. There will be no CDSC on reinvested distributions. Investment
Professionals may be paid at a rate of up to 1.00% of the purchase price.
The Distributor reserves the right to pay the entire commission to dealers. If
that occurs, the dealer may be considered an "underwriter" under federal
securities laws.
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<PAGE>
SALES CHARGE REDUCTIONS AND WAIVERS
****There are several ways you can combine multiple purchases in the Victory
Funds and take advantage of reduced sales charges.****
You may qualify for reduced sales charges in the following cases:
o A Letter of Intent lets you purchase Class A shares of a Fund over a
13-month period and receive the same sales charge as if all shares had
been purchased at one time. You must start with a minimum initial
investment of 5% of the total amount.
o Rights of Accumulation allow you to add the value of any Class A shares
you already own to the amount of your next Class A investment for purposes
of calculating the sales charge at the time of purchase.
o You can combine Class A shares of multiple Victory Funds, (excluding money
market funds) for purposes of calculating the sales charge. The
combination privilege also allows you to combine the total investments
from the accounts of household members of your immediate family (spouse
and children under 21) for a reduced sales charge at the time of purchase.
o Waivers for certain investors:
a. Current and retired Fund Trustees, directors, trustees,
employees, and family members of employees of KeyCorp or
"Affiliated Providers,"* and dealers who have an agreement
with the Distributor and any trade organization to which the
Adviser or the Administrator belong.
b. Investors who purchase shares for trust or other advisory
accounts established with KeyCorp or its affiliates.
c. Investors who reinvest a distribution from a deferred
compensation plan, agency, trust, or custody account that was
maintained by KeyBank National Associates and its affiliates,
the Victory Group, or invested in a fund of the Victory Group.
d. Investors who reinvest shares from another mutual fund complex
or the Victory Group within 90 days after redemption, if they
paid a sales charge for those shares.
e. Investment Professionals who purchased Fund shares for
fee-based investment products or accounts, selling brokers,
and their sales representatives.
*Affiliated Providers are affiliates and subsidiaries of KeyCorp, and any
organization that provides services to the Victory Group.
-22-
<PAGE>
HOW TO PURCHASE SHARES
*****All you need to do to get started is to fill out an application.*****
Shares can be purchased in a number of different ways. You can send in your
investment by check, wire transfer, exchange from another fund of the Victory
Group, or through arrangements with your Investment Professional. An Investment
Professional is a salesperson, financial planner, investment adviser, or trust
officer who provides you with investment information. Sometimes they will charge
you for these services. Their fee will be in addition to, and unrelated to, the
fees and expenses charged by a Fund.
*****MAKE YOUR CHECK PAYABLE TO:
The Victory Funds*****
Keep the following addresses handy for purchases, exchanges, or redemptions:
REGULAR U.S. MAIL ADDRESS:
Send a completed Account Application with your check, bank draft, or money order
to:
THE VICTORY FUNDS
P.O. BOX 8527
BOSTON, MA 02266-8527
OVERNIGHT MAIL ADDRESS:
Use the following address ONLY for overnight packages.
THE VICTORY FUNDS
C/O BOSTON FINANCIAL DATA SERVICES
TWO HERITAGE DRIVE
QUINCY, MA 02171
PHONE: 800-539-FUND
WIRE ADDRESS:
The Transfer Agent does not charge a wire fee, but your originating bank may
charge a fee. Always call the Transfer Agent at 800-539-FUND BEFORE wiring funds
to obtain a confirmation number.
STATE STREET BANK AND TRUST CO.
ABA #011000028
FOR CREDIT TO DDA ACCOUNT #9905-201-1
FOR FURTHER CREDIT TO ACCOUNT # (insert account number, name, and
confirmation number assigned by the Transfer Agent)
TELEPHONE NUMBER:
800-539-FUND
800-539-3863
FAX Number: 800-529-2244
Telecommunication Device for the Deaf (TDD): 800-970-5296
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<PAGE>
ACH. After your account is set up, your purchase amount can be transferred by
Automated Clearing House (ACH). Only domestic member banks may be used. It takes
about 15 days to set up the ACH feature. Currently, the Funds do not charge a
fee for ACH transfers.
STATEMENTS AND REPORTS. You will receive a periodic statement reflecting any
transactions that affect the balance or registration of your account. You will
receive a confirmation after any purchase, exchange, or redemption. If your
account has been set up by an Investment Professional, account activity will be
detailed in their statements to you. Share certificates are not issued. Twice a
year, you will receive the financial reports of the Funds. By January 31 of each
year, you will be mailed an IRS form reporting account distributions for the
previous year, which also will be filed with the IRS.
SYSTEMATIC INVESTMENT PLAN. To enroll in the Systematic Investment Plan, you
should check this box on the Account Application. We will need your bank account
information and the amount and frequency of your investment. You can select
monthly, quarterly, semi-annual, or annual investments. You should attach a
voided personal check so the proper information can be obtained. You must first
meet the minimum investment requirement of $500, then we will make automatic
withdrawals of the amount you indicate ($25 or more) from your bank account and
invest in shares of a Fund.
RETIREMENT PLANS. You can use the Funds as part of your retirement portfolio.
Your Investment Professional can set up your new account under one of several
tax-deferred plans. Please contact your Investment Professional or the Fund for
details regarding an IRA or other retirement plan that works best for your
financial situation.
*****If you would like to make additional investments after your account is
already established, use the Investment Stub attached to your statement and send
it with your check to the address indicated.*****
All purchases must be made in U.S. Dollars and drawn on U.S. banks. The Transfer
Agent may reject any purchase order at its sole discretion. If your check is
returned for any reason, you may be charged for any resulting fees and/or
losses. Third party checks will not be accepted. You may only invest or exchange
into fund shares legally available in your state. If your account falls below
$500, we may ask you to re-establish the minimum investment. If you do not do so
within 60 days, we may close your account and send you the value of your
account.
-24-
<PAGE>
HOW TO EXCHANGE SHARES
An exchange is the selling of shares of one fund of The Victory Portfolios to
purchase shares of another. You may exchange shares of one Victory fund for
shares of the same class of any other, generally without paying any additional
sales charges. (See the more complete explanation below.)
You can exchange shares of the Fund by writing or calling the Transfer Agent at
800-539-FUND. When you exchange shares of the Funds, you should keep the
following in mind:
o Shares of the fund selected for exchange must be available for sale in
your state of residence.
o The Fund whose shares you would like to exchange and the Fund whose shares
you want to buy must offer the exchange privilege.
o Shares of a Fund may be exchanged at relative net asset value. This means
that if you own Class A Shares of the Fund, you can only exchange them for
Class A Shares of another fund and not pay a sales charge.
o You must meet the minimum purchase requirements for the fund you purchase
by exchange.
o The registration and tax identification numbers of the two accounts must
be identical.
o You must hold the shares you buy when you establish your account for at
least 7 days before you can exchange them; after the account is open 7
days, you can exchange shares on any business day.
o Before exchanging, read the prospectus of the fund you wish to purchase by
exchange.
****You can obtain a list of funds available for exchange by calling the
Transfer Agent at 800-539-FUND.****
-25-
<PAGE>
HOW TO REDEEM SHARES
*****There are a number of convenient ways to redeem shares of a Fund. You can
use the same mailing addresses listed for purchases. You will earn dividends
declared as payable up to and including the date your redemption request is
processed.*****
If your request is received and accepted by 4:00 p.m. Eastern Time, your
redemption will be processed the same day.
BY TELEPHONE. The easiest way to redeem shares is by calling 800-539-FUND. When
you fill out your original application, be sure to check the box marked
"Telephone Authorization." Then when you are ready to redeem, call us and tell
us which one of the following options you would like to use:
o Mail a check to the address of record;
o Wire funds to a domestic financial institution;
o Mail to a previously designated alternate address; or
o Electronically transfer the funds via ACH.
All telephone calls are recorded for your protection and measures are taken to
verify the identity of the caller. If we properly act on telephone instructions
and follow reasonable procedures to ensure against unauthorized transactions,
neither Victory nor its servicing agents, the Adviser, nor the Transfer Agent
will be responsible for any losses. If these procedures are not followed, the
Transfer Agent may be liable to you for losses resulting from unauthorized
instructions.
If there is an unusual amount of market activity and you cannot reach the
Transfer Agent by telephone, consider placing your order by mail.
BY MAIL. Use the Regular U.S. Mail or Overnight Mail Address to redeem shares.
Send us a letter of instruction indicating your Fund account number, amount of
redemption, and where to send the proceeds. All account owners must sign. A
signature guarantee is required for the following redemption requests:
o Redemptions over $10,000;
o Your account registration has changed within the last 15 days;
o The check is not being mailed to the address on your account;
o The check is not being made payable to the owner of the account; or
o If the redemption proceeds are being transferred to another Victory Fund
account with a different registration.
A signature guarantee can be obtained from a financial institution such as a
bank, broker-dealer, credit union, clearing agency, or savings association.
BY WIRE. If you want to redeem funds by wire, you must establish a Fund account
which will accommodate wire transactions. If you call by 4:00 p.m. Eastern Time,
your funds will be wired on the next business day.
BY ACH. Normally, your redemption will be processed on the same day or the next
day if your instructions are received after 4:00 p.m. Eastern Time. It will be
transferred by ACH as long as the transfer is to a domestic bank.
Under certain emergency circumstances, the right of redemption may be suspended.
Redemption proceeds from the sale of shares purchased by a check may be held
until the purchase check has cleared. If you request a complete redemption, any
dividends declared will be included with the redemption proceeds.
SYSTEMATIC WITHDRAWAL PLAN. If you check this box on the Account Application, we
will send monthly, quarterly, semi-annual, or annual payments to the bank
account or address of record. The minimum withdrawal is $25, and you must have
an account value of $5,000 or more to begin withdrawals. Once again, we will
need a voided personal check to activate this feature. You should be aware that
your account eventually may be depleted. However, you cannot automatically close
your account using the Systematic Withdrawal Plan. If your account value falls
below $500, we may ask you to bring the account back to the $500 minimum. If you
decide not to increase your account to the minimum balance, your account may be
closed and the proceeds mailed to you.
-26-
<PAGE>
ORGANIZATION AND MANAGEMENT OF THE FUNDS
*****We want you to know who plays what role in your investment and how they are
related. This section discusses the organizations employed by the Funds to
service their shareholders. They are paid a fee for their services.*****
ABOUT VICTORY:
Each Fund is a member of The Victory Portfolios, a group of 30 distinct
investment portfolios, organized as a Delaware business trust. Some of the
Victory Portfolios have been operating continuously since 1983.
The Board of Trustees of Victory has the overall responsibility for the
management of the Funds. They are elected by the shareholders.
THE INVESTMENT ADVISER:
One of a Fund's most important contracts is its Advisory Agreement with Key
Asset Management Inc. (KAM or the Adviser), a New York Corporation registered as
an investment adviser with the SEC. KAM is a subsidiary of KeyBank National
Association, a wholly-owned subsidiary of KeyCorp. On February 28, 1997, KAM
became the surviving corporation after the reorganization of four indirect
investment adviser subsidiaries of KeyCorp. The Adviser and its affiliates
manage approximately $60 billion for a limited number of individual and
institutional clients.
The Advisory Agreement allows the Adviser to hire employees of its affiliates.
It also allows KAM to choose brokers or dealers to handle the purchase and sales
of a Fund's securities. Subject to Board approval, Key Investments, Inc. (KII)
and/or Key Clearing Corporation (KCC) may act as clearing broker for the Funds'
security transactions in accordance with procedures adopted by the Funds, and
receive commissions or fees in connection with its services to the Funds. Both
KII and KCC are wholly-owned indirect subsidiaries of KeyCorp and are affiliates
of the Adviser.
Prior to February 28, 1997, KeyCorp Mutual Fund Advisers, Inc. was the adviser.
Society Asset Management, Inc. (formerly the adviser) was the sub-adviser to
each of the Fund's predecessors, the KeyChoice Funds. During the fiscal year
ended November 30, 1997, Key Asset Management Inc. was paid an advisory fee at
an annual rate based on the average daily net assets of each Fund (after
waivers) as follows:
Conservative Moderate Growth
Investor Fund Investor Fund Investor Fund
Advisory Fees .19% .17% .20%
-----------------------------------------------
MANAGEMENT OF THE FUND
-----------------------------------------------
-----------------------------------------------
TRUSTEES
Supervise the Fund's activities.
-----------------------------------------------
|
|
-----------------------------------------------
INVESTMENT ADVISER
Key Asset Management Inc.
127 Public Square
Cleveland, OH 44114
Manages the Fund's business
and investment activities.
-----------------------------------------------
THE ADMINISTRATOR, DISTRIBUTOR, AND FUND ACCOUNTANT:
BISYS Fund Services is the Administrator, Distributor, and Fund Accountant. The
Funds pay BISYS a fee as the Administrator at the following annual rate based on
each Fund's average daily net assets:
o .15% for portfolio assets of $300 million and less,
o .12% for the next $300 million through $600 million of portfolio assets;
and
o .10% for portfolio assets greater than $600 million.
The Funds do not pay BISYS a fee for its services as Distributor, although BISYS
receives the sales charge. Each Fund pays BISYS Fund Services Ohio, Inc. a fee
for serving as the Funds' Accountant.
-27-
<PAGE>
The Distributor may provide sales support, including cash or other compensation
to dealers for selling shares of a Fund. Payments may be in the form of trips,
tickets, and/or merchandise offered through sales contests. It does this at its
own expense and not at the expense of a Fund or its shareholders.
SHAREHOLDER SERVICING PLAN:
The Funds have adopted a Shareholder Servicing Plan for each of the Funds. The
shareholder servicing agent performs a number of services for its customers who
are shareholders of the Funds. It establishes and maintains accounts and
records, processes dividend and distribution payments, arranges for bank wires,
assists in transactions, and changes account information. For these services a
Fund may pay a fee at an annual rate of up to 0.25% of the average daily net
assets of the appropriate class of shares serviced by the agent. The Funds may
enter into agreements with various shareholder servicing agents, including
KeyBank National Association and its affiliates, other financial institutions,
and securities brokers. The Funds may pay a servicing fee to broker-dealers and
others who sponsor "no transaction fee" or similar programs for the purchase of
shares. Shareholder servicing agents may waive all or a portion of their fee
periodically.
DISTRIBUTION PLAN:
Under Rule 12b-1 of the Investment Company Act of 1940, Victory has adopted a
Distribution and Service Plan for the Funds. The Funds do not currently pay
direct expenses under this plan.
INDEPENDENT ACCOUNTANTS:
Coopers & Lybrand L.L.P. serves as independent accountants to the Funds.
LEGAL COUNSEL:
Kramer, Levin, Naftalis & Frankel serves as legal counsel to the Funds.
-28-
<PAGE>
<TABLE>
<CAPTION>
OTHER COMPANIES THAT PROVIDE
SERVICES TO THE FUND
<S> <C>
|---------------------|
| |
|-------------| SHAREHOLDERS |
| | |
| | |
| ----------------------
|
| |----------------------------------------------|
| | FINANCIAL SERVICES FIRMS AND |
| | THEIR INVESTMENT PROFESSIONALS |
| | |
| | Advise current and prospective |
| | shareholders on their fund investments. |
| |----------------------------------------------|
|
| |----------------------------------------------|
| | TRANSFER AGENT/SERVICING AGENT |
----| State Street Bank and Trust Company |
| 225 Franklin Street |
| Boston, MA 02110 |
| |
| |
| Boston Financial Data Services |
| Two Heritage Drive |
| Quincy, MA 02171 |
| |
| Handles services such as recordkeeping, |
| statements, processing of buy and |
| sell requests, distribution of dividends, |
| and servicing of shareholder's accounts. |
|----------------------------------------------|
|
|
|-------------------------------------------------| | |----------------------------------------------|
| ADMINISTRATOR, DISTRIBUTOR AND | | | CUSTODIAN |
| FUND ACCOUNTANT | | | |
| | | | |
| BISYS Fund Services | | | Key Trust Company of Ohio, NA |
| and its affiliates | | | 127 Public Square |
| | | | Cleveland, OH 44114 |
| 3435 Stelzer Road | | | |
| |------------------------- | |
| Columbus, OH 43219 | | |
| | | Provides for safekeeping of the Funds' |
| | | investments and cash, and settles |
| Markets the Fund, distributes shares through | | trades made by the Funds. |
| Investment Professionals, and calculates | | |
| the value of shares. | | |
| | | |
| | | |
|-------------------------------------------------| |----------------------------------------------|
</TABLE>
-29-
<PAGE>
ADDITIONAL INFORMATION
*****Some additional information you should know about the Funds.*****
o SHARE CLASSES
The Funds offer only the classes of shares described in this prospectus, but at
some future date, the Funds may offer additional classes of shares through a
separate prospectus.
The Funds are the successors to the former KeyChoice Funds indicated below:
FORMER KEYFUNDS KEYCHOICE FUND MERGED TO PRESENT VICTORY LIFECHOICE FUND
KeyChoice Income and Growth Fund Conservative Investor Fund - Class A Shares
KeyChoice Moderate Growth Fund Moderate Investor Fund - Class A Shares
KeyChoice Growth Fund Growth Investor Fund -Class A Shares
On March 6, 1998 shareholders voted to reorganize the above KeyChoice Funds into
Class A shares of the Victory LifeChoice Funds.
o YOUR RIGHTS AS A SHAREHOLDER
All shareholders have equal voting, liquidation, and other rights. As a
shareholder of a Fund, you have rights and privileges similar to those enjoyed
by other corporate shareholders. Delaware Trust law limits the liability of
shareholders.
If any matters are to be voted on by shareholders (such as a change in a
fundamental investment objective or the election of Trustees), each share
outstanding at that point would be entitled to one vote. If you have a qualified
trust account, the trustee will vote your shares on your behalf or in the same
percentage voted on shares that are not held in trust. Shareholders with more
than 10% of the outstanding shares of a Fund may call a special meeting for
removal of a Trustee. Normally, Victory is not required to hold annual meetings
of shareholders. However, shareholders may request one under certain
circumstances, as described in the SAI.
-30-
<PAGE>
*****If you would like to receive additional copies of any materials, please
call the Funds at 800-539-FUND.*****
o CODE OF ETHICS
Victory and the Advisers have each adopted a Code of Ethics to which all
investment personnel and all other access persons to the Fund must conform.
Investment personnel must refrain from certain trading practices and are
required to report certain personal investment activities. Violations of the
Code of Ethics can result in penalties, suspension, or termination of
employment.
BANKING LAWS
Banking laws, including the Glass-Steagall Act, prevent a bank holding company
or its affiliates from sponsoring, organizing, or controlling a registered,
open-end investment company. However, bank holding company subsidiaries may act
as investment adviser, transfer agent, custodian, or shareholder servicing
agent. They also may purchase shares of such a company for their customers and
pay third parties for performing these functions. Should these laws change in
the future, the Trustees would consider selecting another qualified firm so that
all services would continue.
SHAREHOLDER COMMUNICATIONS
You will receive unaudited Semi-Annual Reports and audited Annual Reports on a
regular basis from each Fund. In addition, you will also receive updated
prospectuses or supplements to this prospectus. In order to eliminate duplicate
mailings to an address at which two or more shareholders with the same last name
reside, the Fund will send only one copy of the above communications.
*****The securities described in this prospectus and the SAI are not offered in
any state in which they may not lawfully be sold. No sales representative,
dealer, or other person is authorized to give any information or make any
representation other than those contained in this prospectus and the SAI.*****
OTHER SECURITIES AND INVESTMENT PRACTICES
For temporary defensive purposes or short-term cash needs, each Fund may hold up
to 100% of its total assets in cash or short-term money market instruments. For
more information on ratings and detailed descriptions of each of the above
investment vehicles, see the SAI.
-31-
<PAGE>
The following table lists some of the types of securities each of the Victory
Funds may choose to purchase under normal market conditions.
% Percent of TOTAL assets
# No limitation of usage; Fund may be using currently.
- -> Indicates a "derivative security," whose value is linked to, or derived from
another security, instrument, or index.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
VALUE FUND DIVERSIFIED GROWTH FUND SPECIAL SPECIAL
LIST OF ALLOWABLE INVESTMENTS STOCK FUND VALUE FUND GROWTH FUND
AND INVESTMENT PRACTICES
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
U.S. EQUITY SECURITIES. Can include 80-100% 80-100% 80-100% 80-100% 65-100%
common stock, preferred stock, and
convertible preferred stock of U.S.
corporations.
- ------------------------------------------------------------------------------------------------------------------
EQUITY SECURITIES OF COMPANIES TRADED ON none none none none none
FOREIGN EXCHANGES. Can include common
stock and securities and securities
convertible into stock of non-U.S.
corporation
- ------------------------------------------------------------------------------------------------------------------
EQUITY SECURITIES OF COMPANIES TRADED ON 10% 10% 5% 5% 5%
U.S. EXCHANGES. Can include common stock,
preferred stock, and convertible preferred
stock of non-U.S. corporations. Also may
include American Depositary Receipts
(ADRs) and Global Depositary Receipts
(GDRs).
- ------------------------------------------------------------------------------------------------------------------
CONVERTIBLE SECURITIES. Corporate * * * * *
securities (usually preferred stocks or
bonds) that are exchangeable for a set
number of another form (usually common
stock) at a set price and date. May
include "junk bonds," or lower-rated debt
securities.*
- ------------------------------------------------------------------------------------------------------------------
PREFERRED STOCK. A class of stock that none 20% 20% 20% 20%
pays dividends at a specific rate and that
has preference over common stock in the
payment of dividends and the liquidation
of assets.
- ------------------------------------------------------------------------------------------------------------------
U.S. CORPORATE DEBT OBLIGATIONS. Debt 20% 20% 20% 20% 35%
instruments issued by U.S. public
corporations. They may be secured or
unsecured.
- ------------------------------------------------------------------------------------------------------------------
U.S. GOVERNMENT SECURITIES. Securities 20% 20% 20% 20% 35%
issued or guaranteed by the U.S.
government, its agencies, or
instrumentalities. Some are direct
obligations of the U.S. Treasury; others
are obligations only of the U.S. agency.
- ------------------------------------------------------------------------------------------------------------------
SHORT-TERM DEBT OBLIGATIONS. Including 20% 20% 20% 20% 35%
bankers' acceptances, certificates of
deposit, prime quality commercial paper,
Eurodollar obligations, variable and
floating rate notes, cash, and cash
equivalents.
- ------------------------------------------------------------------------------------------------------------------
FOREIGN DEBT SECURITIES. Debt securities none none none none none
of foreign issuers including international
bonds traded in the United States and
abroad.
- ------------------------------------------------------------------------------------------------------------------
- ->WARRANTS. The right to purchase an 10% 10% 10% 10% 10%
equity security at a stated price for a
limited period of time.
- ------------------------------------------------------------------------------------------------------------------
WHEN-ISSUED AND DELAYED-DELIVERY 33-1/3% 33-1/3% 33-1/3% 33-1/3% 33-1/3%
SECURITIES. A security that is purchased
for delivery at a later time. The market
value may change before the delivery date,
and the value is included in the NAV of
the Fund.
- ------------------------------------------------------------------------------------------------------------------
- ->RECEIPTS. Separately traded interest or 20% 20% 20% 20% 20%
principal components of U.S. Government
securities.
- ------------------------------------------------------------------------------------------------------------------
REPURCHASE AGREEMENTS. An agreement to 20% 20% 20% 33-1/3% 35%
sell and purchase a security at a stated
price plus interest. The seller's
obligation to the Funds is secured by
collateral. Subject to the receipt of an
exemptive order from the SEC, the Adviser
may combine repurchase transactions among
one or more Victory funds into a single
transaction.
- ------------------------------------------------------------------------------------------------------------------
ILLIQUID SECURITIES. Investments that 15% net 15% net 15% net 15% net 15% net
cannot be sold readily within seven days assets assets assets assets assets
in the usual course of business at
approximately the price at which a Fund
values them, including forward contracts*
to hedge currency risk. (*Only the
International Growth Fund may use
forward contracts this way.)
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
* Included in limit for U.S. Equity Services.
-32-
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL REAL ESTATE CONVERTIBLE GOVERNMENT INVESTMENT FUND FOR INTERMEDIATE LIMITED TERM FINANCIAL
GROWTH FUND INVESTMENT SECURITIES MORTGAGE FUND QUALITY BOND INCOME INCOME FUND INCOME FUND RESERVES FUND
FUND FUND FUND
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
none 80-100% 35% n/a n/a n/a n/a n/a n/a
- -------------------------------------------------------------------------------------------------------------------------------
65-100% none none n/a n/a n/a n/a n/a n/a
- -------------------------------------------------------------------------------------------------------------------------------
65-100% 5% 10% n/a n/a n/a n/a n/a n/a
- -------------------------------------------------------------------------------------------------------------------------------
none * 65-100% 20% # 35% # # n/a
- -------------------------------------------------------------------------------------------------------------------------------
35% 20% none none 20% none 20% 20% n/a
- -------------------------------------------------------------------------------------------------------------------------------
35% none 35% 20% # # # # n/a
- -------------------------------------------------------------------------------------------------------------------------------
35% 20% 35% # # # # # #
- -------------------------------------------------------------------------------------------------------------------------------
35% 20% 35% 20% 35% 35% 35% # #
(commercial
paper only)
- -------------------------------------------------------------------------------------------------------------------------------
20% none 10% none 20% none 20% 20% n/a
- -------------------------------------------------------------------------------------------------------------------------------
10% 10% 5%; 2% NYSE n/a n/a n/a n/a n/a n/a
or ASE
- -------------------------------------------------------------------------------------------------------------------------------
33-1/3% 33-1/3% 33-1/3% 33-1/3% 33-1/3% 33-1/3% 33-1/3% 33-1/3% 33-1/3%
- -------------------------------------------------------------------------------------------------------------------------------
20% 20% none 20% 20% none 20% 20% #
- -------------------------------------------------------------------------------------------------------------------------------
35% 20% 10% 20% 35% 35% 35% 35% #
- -------------------------------------------------------------------------------------------------------------------------------
15% net assets 15% net 15 net assets 15% net 15% net 15% net 15% net 15% net 10% of net
assets assets assets assets assets assets assets
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
-33-
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
VALUE DIVERSIFIED GROWTH FUND SPECIAL SPECIAL
LIST OF ALLOWABLE INVESTMENTS FUND STOCK FUND VALUE FUND GROWTH FUND
AND INVESTMENT PRACTICES IN FUNDS
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
- ->FUTURES CONTRACTS AND OPTIONS ON FUTURES 5% in 5% in 5% in 5% in 5% in
CONTRACTS. Contracts involving the right margins or margins or margins or margins or margins or
or obligation to deliver or receive assets premiums; premiums; premiums; premiums; premiums;
or money depending on the performance of 33-1/3% 33-1/3% 33-1/3% 33-1/3% 33-1/3%
one or more assets or an economic index. subject to subject to subject to subject to subject to
To reduce the effects of leverage, liquid futures or futures or futures or futures or futures or
assets equal to the contract commitment options on options on options on options on options on
are set aside to cover the commitment futures futures futures futures futures
limit. The Funds may invest in futures in
an effort to hedge against market risk and
to establish equity and bond market
exposure when a cash contribution is
received in a new or an existing account
(in this strategy, as individual stocks
and bonds are purchased, the futures
contracts are sold).
- ------------------------------------------------------------------------------------------------------------------
- ->OPTIONS. A Fund may write, or sell, a 25% in 25% in 25% in 25% in 25% in covered
covered call option on a security that it covered covered covered covered call options and
owns or on an index to hedge its position calls calls calls calls 5% in call or
or generate additional income. The put options
Special Growth Fund may purchase call
options, purchase put options, write put
options, or write uncovered call options
- ------------------------------------------------------------------------------------------------------------------
TAX, REVENUE, AND BOND ANTICIPATION n/a n/a n/a n/a n/a
NOTES. Issued in expectation of future
revenues. Only purchased when their
yields are competitive with taxable
obligations.
- ------------------------------------------------------------------------------------------------------------------
LOWER-RATED DEBT SECURITIES. Sometimes n/a n/a n/a n/a n/a
called "Junk Bonds" these securities have
lower ratings by the NRSROs and are of a
speculative nature.
- ------------------------------------------------------------------------------------------------------------------
INVESTMENT COMPANY SECURITIES. Shares of 5% 5% 5% 5% 5%
other mutual funds with similar investment 3% 3% 3% 3% 3%
objectives, including shares of Victory 10% 10% 10% 10% 10%
money market funds (whose advisory fees
are waived). The following limitations
apply: (1) No more than 5% of the Fund's
total assets may be invested in one mutual
fund, (2) a Fund may not own more than 3%
of the securities of any one mutual fund,
and (3) No more than 10% of the Fund's
total assets in combined mutual fund
holdings.
- ------------------------------------------------------------------------------------------------------------------
BORROWING, REVERSE REPURCHASE AGREEMENTS. 5% 5% 5% 5% 5%
The borrowing of money from banks or 33-1/3% 33-1/3% 33-1/3% 33-1/3% 33-1/3%
through reverse repurchase agreements.
The Funds will not use borrowing to create
leverage.
- ------------------------------------------------------------------------------------------------------------------
SECURITIES LENDING. To generate 33-1/3% 33-1/3% 33-1/3% 33-1/3% 33-1/3%
additional income, a Fund may lend its
portfolio securities. A Fund will receive
collateral for the value of the security
plus any interest due. A Fund only will
enter into loan arrangements with entities
that the Adviser has determined are creditworthy.
Subject to the receipt of an exemptive order
from the SEC, Key Trust Company of Ohio, N.A.,
the Funds' Custodian and lending agent, may earn
a fee based on the amount of income earned on the
investment of collateral.
- ------------------------------------------------------------------------------------------------------------------
DOLLAR WEIGHTED EFFECTIVE AVERAGE MATURITY. n/a n/a n/a n/a n/a
Based on the value of a Fund's investments in
securities with different maturity dates.
Longer term debt securities are more volatile
because their values change with interest rate
changes. Therefore, the NAV of the Fund tends
to fluctuate more when its dollar weighted
effective average maturity is longer.
- ------------------------------------------------------------------------------------------------------------------
-34-
<PAGE>
- --------------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL REAL ESTATE CONVERTIBLE GOVERNMENT INVESTMENT FUND FOR INTERMEDIATE LIMITED TERM FINANCIAL
GROWTH FUND INVESTMENT SECURITIES MORTGAGE FUND QUALITY BOND INCOME INCOME FUND INCOME FUND RESERVES FUND
FUND FUND FUND
- --------------------------------------------------------------------------------------------------------------------------------
5% in margins 5% in margins 5% in margins 5% in margins 5% in margins none 5% in margins 5% in margins n/a
or premiums; or premiums; or premiums; or premiums; or premiums; or premiums; or premiums;
33-1/3% 33-1/3% 33-1/3% 33-1/3% 33-1/3% 33-1/3% 33-1/3%
subject to subject to subject to subject to subject to subject to subject to
futures or futures or futures or futures or futures or futures or futures or
options on options on options on options on options on options on options on
futures futures futures futures futures futures futures
- --------------------------------------------------------------------------------------------------------------------------------
25% in covered 25% in write covered n/a na/ n/a n/a n/a n/a
calls covered calls 25%;
calls purchase
calls 20%
- --------------------------------------------------------------------------------------------------------------------------------
n/a n/a n/a 20% # 35% # # None
- --------------------------------------------------------------------------------------------------------------------------------
n/a n/a 35% n/a n/a n/a n/a n/a n/a
- --------------------------------------------------------------------------------------------------------------------------------
5% 5% 5% 5% 5% 5% 5% 5% 5%
3% 3% 3% 3% 3% 3% 3% 3% 3%
10% 10% 10% 10% 10% 10% 10% 10% 10%
- --------------------------------------------------------------------------------------------------------------------------------
5% 5% 33-1/3% 5% 5% 5% 5% 5% 5%
33-1/3% 33-1/3% 33-1/3% 33-1/3% 33-1/3% 33-1/3% 33-1/3%
- --------------------------------------------------------------------------------------------------------------------------------
33-1/3% 33-1/3% 10% 33-1/3% 33-1/3% none 33-1/3% 33-1/3% 33-1/3%
- --------------------------------------------------------------------------------------------------------------------------------
n/a n/a n/a less than less than
12 years 5-15 years 10 years 3-10 years 1-5 years 90 days or
less
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*included in limit for U.S. Equity Securities
For temporary defensive purposes or short-term cash needs, each Fund may hold up
to 100% of its total assets in cash or short-term money market instruments. For
more information on ratings and detailed descriptions of each of the above
investment vehicles, see the SAI.
-35-
<PAGE>
VICTORY PORTFOLIOS
CONVERTIBLE SECURITIES FUND
FEDERAL MONEY MARKET FUND
STATEMENT OF ADDITIONAL INFORMATION
MARCH 23, 1998
This Statement of Additional Information ("SAI") is not a prospectus and should
be read in conjunction with the prospectus of The Victory Portfolios for
Convertible Securities Fund and the prospectus for Federal Money Market Fund,
(formerly the Key Mutual Funds ("KeyFunds"), each dated March 23, 1998, as
supplemented from time to time. This SAI is incorporated by reference in its
entirety into the prospectus for Convertible Securities Fund and the prospectus
for Federal Money Market Fund. Copies of the prospectuses may be obtained by
writing to The Victory Portfolios at P.O. Box 8527, Boston, MA 02266-8527, or by
calling toll-free 800-539-FUND or 800-539-3863.
INVESTMENT ADVISER AND SUB-ADMINISTRATOR:
Key Asset Management Inc.
ADMINISTRATOR AND DISTRIBUTOR:
BISYS Fund Services
TRANSFER AGENT:
State Street Bank and Trust Company
SERVICING AGENT AND DIVIDEND DISBURSING AGENT:
Boston Financial Data Services, Inc.
CUSTODIAN:
Key Trust Company of Ohio, N.A.
INDEPENDENT ACCOUNTANT:
Coopers & Lybrand L.L.P.
COUNSEL:
Kramer, Levin, Naftalis & Frankel
<PAGE>
TABLE OF CONTENTS
INVESTMENT OBJECTIVES AND POLICIES 3
Additional Information on Fund Investments 3
INVESTMENT RESTRICTIONS 14
PORTFOLIO TURNOVER 17
Convertible Securities Fund 17
Federal Money Market Fund 17
MANAGEMENT OF THE FUNDS 18
Trustees and Officers 18
SECURITY HOLDERS 21
THE INVESTMENT ADVISER, ADMINISTRATOR AND SUB-ADMINISTRATOR 22
EXPENSES, DISTRIBUTOR, DISTRIBUTION PLAN AND
SHAREHOLDER SERVICING PLAN 26
CUSTODIAN, TRANSFER AGENT, SERVICING AGENT AND
DIVIDEND DISBURSING AGENT 28
PERFORMANCE INFORMATION 29
Federal Money Market Fund 29
Convertible Securities Fund 29
PORTFOLIO TRANSACTIONS AND BROKERAGE 33
PURCHASE, REDEMPTION AND PRICING 35
FEDERAL INCOME TAXES 36
ADDITIONAL INFORMATION 41
INDEPENDENT ACCOUNTANTS AND REPORTS 42
COUNSEL 42
APPENDIX 43
-2-
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
The Victory Portfolios ("Victory Portfolios" or the "Company"), is an
open-end management investment company. The Victory Portfolios consist of 30
different portfolios, two of which (each a "Fund" and collectively the "Funds")
are described in this SAI. On March 6, 1998, shareholders will vote to
reorganize the Funds described in this SAI into The Victory Portfolios. The
assets of the Key Money Market Mutual Fund were merged into the newly-created
Investor Shares of the Victory Federal Money Market Fund and began operations on
March 23, 1998. In addition, the Select Shares were created. The assets of the
SBSF Convertible Securities Fund will be merged into the newly created Class A
Shares of the Victory Convertible Securities Fund and began operations on March
23, 1998. Prior to December 1995, Key Mutual Funds operated under its corporate
name "SBSF Funds, Inc." In December 1995, the Trust began operating under the
name "Key Mutual Funds." Each Fund is a separately managed, diversified mutual
fund with its own investment objective and policies. The two Funds and their
investment objectives are:
Convertible Securities Fund -- its investment objective is to seek a
high level of current income together with long-term capital appreciation. The
Convertible Securities Fund will invest at least 65% of its total assets in
convertible bonds, corporate notes, convertible preferred stocks, and other
securities convertible into common stock.
Federal Money Market Fund -- its investment objective is to provide
high current income to the extent consistent with preservation of capital. The
Federal Money Market Fund invests only in securities issued or guaranteed by the
U.S. Government or its agencies or instrumentalities, as well as repurchase
agreements collateralized by these securities.
CONVERTIBLE SECURITIES FUND
The investment objective of the Convertible Securities Fund is to seek
a high level of current income together with long-term capital appreciation. It
is a fundamental policy of the Convertible Securities Fund that it will invest
at least 65% of its total assets (except when maintaining a temporary defensive
position) in convertible securities. The Convertible Securities Fund is not
required to sell securities for the purpose of assuring that at least 65% of its
total assets are invested in convertible securities if a market decline should
cause this threshold to be breached. The balance of the Convertible Securities
Fund's assets may be invested in other securities which, in the aggregate, are
considered to be consistent with the Fund's investment objective. A decision to
maintain a temporary defensive position will depend on the Adviser's outlook for
interest rates and fixed income and equity securities, and when such a position
is adopted there can be no assurance that the Fund's investment objective will
be achieved.
ADDITIONAL INFORMATION ON FUND INVESTMENTS
CONVERTIBLE SECURITIES. A convertible security is typically a bond or
preferred stock that may be converted at a stated price within a specified
period of time into a specified number of shares of common stock of the same or
a different issuer. Convertible securities are usually senior to common stock in
a corporation's capital structure, but usually are subordinate to similar
non-convertible securities. While providing a fixed income stream (generally
higher in yield than the income derivable from a common stock but lower than
that afforded by a similar non-convertible security), a convertible security
also affords an investor the opportunity, through its conversion feature, to
participate in the capital appreciation of the common stock into which it is
convertible.
In general, the market value of a convertible security is at least the
higher of its "investment value" (i.e., its value as a fixed income security) or
its "conversion value" (i.e., the value of the underlying share of common stock
if the security is converted). As a fixed-income security, a convertible
security tends to increase in market value when interest rates decline and tends
to decrease in value when interest rates rise. However, the price of a
convertible security also is influenced by the market value of the security's
underlying common stock. Thus, the price of a convertible security tends to
increase as the market value of the underlying stock increases, and tends to
decrease as the market value of the underlying stock declines. While no
securities investment is without some risk, investments in convertible
securities generally entail less risk than investments in the common stock of
the same issuer.
Securities received upon conversion of convertible securities or upon
exercise of call options or warrants forming elements of synthetic convertibles
(described below) may be retained temporarily to permit orderly disposition or
to defer realization of gain or loss for federal tax purposes, and will be
included in calculating the amount of the Fund's total assets invested in true
and synthetic convertibles.
SECURITIES LENDING. The Convertible Securities Fund may from time to
time lend securities from their portfolio to broker-dealers, banks, financial
institutions, and institutional borrowers of securities. The Funds will limit
their securities lending to 33-1/3% of total assets.
Key Trust Company of Ohio, N.A. ("Key Trust"), an affiliate of Key
Asset Management Inc. ("KAM" or the "Adviser"), serves as the lending agent
pursuant to a Securities Lending Agency Agreement (the "Lending Agreement") for
the Fund.
Under the guidelines established by the Board of Trustees (which may be
changed from time to time), Key Trust must maintain the loan collateral at all
times in an amount equal to at least 100% of the current market value of the
loaned securities. The Fund will not lend portfolio securities in excess of the
amounts specified in its prospectus. The Fund will not lend its portfolio
securities to any officer, director, Trustee, employee, or affiliate of the
Victory Funds, KAM, or the Distributor.
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The Fund must initially receive a minimum of 102% collateral in the
form of cash or U.S. Government obligations to secure the return of the loaned
securities. Key Trust, at the direction of the Adviser, may invest the
collateral in short-term debt instruments that the Adviser has determined
present minimal credit risks. This is a risk of delay in receiving collateral or
in receiving the securities loaned or even a loss of rights in the collateral
should the borrower of the securities fail financially. The Fund remains the
owner of the securities during the term of the loan.
When portfolio securities are the subject of a loan, the borrower will
pay the Fund any dividends or interest paid on the loaned securities plus any
interest negotiated between the borrower and the seller. Key Trust, on behalf of
the Fund, may terminate a particular loan at any time. While the Fund will not
have the right to vote securities on loan, the Adviser intends to direct Key
Trust to terminate the loan and regain the right to vote if the issue to be
voted on is considered important with respect to the investment. The Fund will
only enter into loan arrangements with broker-dealers, banks, or other
institutions which KAM has determined are creditworthy under the guidelines
established by the Trustees, and when, in KAM's judgment, the potential returns
justify the attendant risks.
For the services provided under the Lending Agreement, Key Trust
receives a transaction-based fee. The Victory Portfolios, Key Trust and certain
affiliates have applied to the SEC for an order that would exempt them from
various provisions of the Investment Company Act of 1940 that, among other
things, would enable Key Trust: (a) to receive compensation based on a
percentage of the income earned on the investment of the collateral received for
each loan and (b) to invest the collateral in a joint account for the
administrative convenience and economic benefit of the Funds and other
affiliated investment companies.
LOWER-RATED SECURITIES. The Convertible Securities Fund will purchase
convertible securities which may or may not be rated by a nationally recognized
statistical rating organization ("NRSRO"). When purchasing rated securities, the
Convertible Securities Fund may make substantial investments in securities rated
Baa, Ba, B or Caa by Moody's Investor Services, Inc. ("Moody's") and BBB, BB, B
or CCC by Standard & Poor's Corporation ("S&P") (see the description of the
rating systems contained in Appendix A to the SAI). Securities rated below
investment grade are sometimes referred as to "high yield" securities or "junk
bonds."
The medium to lower-rated and unrated securities in which the
Convertible Securities Fund may invest tend to offer higher yields than
higher-rated securities with the same maturities because the financial condition
of the issuers of such securities may not be as strong as that of issuers of
higher- rated securities. Debt obligations rated lower than A by Moody's or S&P
tend to have speculative characteristics or are speculative, and generally
involve more risk of loss of principal and income than higher-rated securities.
Also, their yields and market value tend to fluctuate more than higher quality
securities.
Analysis of the creditworthiness of issuers of high yield securities
may be more complex than for issuers of high quality debt securities, and the
ability of the Fund to achieve its investment objective may, to the extent of
its investments in high yield securities, be more dependent upon such
creditworthiness analysis than would be the case if the Fund were investing in
higher quality securities.
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High yield securities may be more susceptible to real or perceived
adverse economic and competitive industry conditions than higher grade
securities. If the issuer of high yield securities defaults, the Fund may incur
additional expenses to seek recovery. In the case of high yield securities
structured as zero coupon or payment-in-kind securities, the market prices of
such securities are affected to a greater extent by interest rate changes, and
therefore tend to be more volatile than securities which pay interest
periodically in cash.
The secondary markets on which high yield securities are traded may be
less liquid than the market for higher grade securities. Less liquidity in the
secondary trading markets could adversely affect and cause large fluctuations in
the daily net asset value of the Fund's shares. Adverse publicity and investor
perceptions, whether or not based on fundamental analysis, may decrease the
values and liquidity of high yield securities, especially in a thinly traded
market.
The use of credit ratings as a method of evaluating high yield
securities can involve certain risks. For example, credit ratings evaluate the
safety of principal and interest payments, not the market value risk of high
yield securities. Also, credit rating agencies may fail to change credit ratings
in a timely fashion to reflect events since the security was last rated. If a
credit rating agency changes the rating of a portfolio security held by the
Fund, the Fund may retain the portfolio security if the Adviser deems it to be
in the best interests of the Fund.
These risks are heightened with respect to lower rated securities.
These risks cannot be eliminated, but may be reduced by diversifying holdings to
minimize the portfolio impact of any single investment. In addition,
fluctuations in market value do not affect the cash income from the securities,
but are reflected in the Fund's net asset value. When interest rates rise, the
net asset value of the Fund tends to decrease. When interest rates of the Fund
tends to decrease. When interest rates decline, the net asset value of the Fund
tends to increase.
The Fund is not restricted from investing in the lower- rated
categories of securities. However, the Fund will not invest in securities rated
Ba or lower by Moody's or BB or lower by S&P or unrated securities, unless the
Adviser believes that positive factors mitigate or reduce the investment risks
and that the investment is expected to provide a return commensurate with such
risks. Positive factors would include operating strengths or improvements which
will enable a company to service its debt with a wider margin of company to
service its debt with a wiser margin of comfort than anticipate by rating
agencies. Such strengths or improvements, such as growing market share or
improved cost structure or margins, result in strong or improving cash flow.
Superior management also can improve the value of assets within a company also
can improve the value of assets within a company. Thus, a company can build
financial flexibility, enabling it to reduce its leverage or otherwise reduce
financial risk at will.
The Convertible Securities Fund also may invest in "synthetic
convertibles". A synthetic convertible is create by combining separate
securities which possess the two principal characteristics of a true convertible
security, i.e., fixed income ("fixed-income component") and the right to acquire
equity securities ("convertibility component"). The fixed-income component is
achieved by investing in non-convertible bonds, preferred stocks and money
market instruments. The convertibility component is achieved by investing in
warrants or exchange listed call options or stock index call options granting
the holder the right to purchase a specified quantity of securities within a
specified period of time at a specified price or to receive cash in the case of
stock index options.
SYNTHETIC SECURITIES. The Convertible Securities Fund may invest in
synthetic Securities. Synthetic convertible differs from the true convertible
security in several respects. Unlike a true convertible security, which is a
single security having a unitary market value, a synthetic convertible can be
comprised of two or more separate securities, each with its own market value.
Therefore, the "market value" of a synthetic convertible is the sum of the
values of its fixed-income component and its convertibility component. For this
reason, the values of a synthetic convertible and a true convertible security
will respond differently to market fluctuations.
A holder of a synthetic convertible faces the risk of a decline in the
price of the stock or the level of the index involved in the convertibility
component, causing a decline in the value of the option or warrant. Should the
price of the stock fall below the exercise price and remain there throughout the
exercise period, the entire amount paid for the call option or warrant would be
lost. Since a synthetic convertible includes the fixed-income component as well,
the holder of a synthetic convertible also faces the risk that interest rates
will rise, causing a decline in the value of the fixed-income instrument.
VARIABLE AND FLOATING RATE NOTES. A Variable Rate Note is one whose
terms provide for the readjustment of its interest rate on set dates and which,
upon such readjustment, reasonably can be expected to have a market value that
approximates its par value. A Floating Rate Note is one whose terms provide for
the readjustment of its interest rate whenever a specified interest rate changes
and which, at any time, reasonably can be expected to have a market value that
approximates its par value. Such notes frequently are not rated by credit rating
agencies; however, unrated Variable and Floating Rate Notes purchased by the
Fund will only be those determined by the Adviser, under guidelines established
by the Trustees, to pose minimal credit risks and to be of comparable quality,
at the time of purchase, to rated instruments eligible for purchase under the
Fund's investment policies. In making such determinations, the Adviser will
consider the earning power, cash flow and other liquidity ratios of the issuers
of such notes (such issuers include financial, merchandising, bank holding and
other companies) and will continuously monitor their financial condition.
Although there may be no active secondary market with respect to a particular
Variable or Floating Rate Note purchased by a Fund, the Fund may resell the note
at any time to a third party. The absence of an active secondary market,
however, could make it difficult for a Fund to dispose of a Variable or Floating
Rate Note in the event that the issuer of the note defaulted on its payment
obligations and a Fund could, for this or other reasons, suffer a loss to the
extent of the default. Variable or Floating Rate Notes may be secured by bank
letters of credit. Normally, the Convertible Securities Fund will only use
Step-Up Notes.
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Variable or Floating Rate Notes may have maturities of more than one
year, as follows:
1. A Variable or Floating Rate Note that is issued or guaranteed by the United
States government or any agency thereof and which has a variable rate of
interest readjusted no less frequently than annually will be deemed to have a
maturity equal to the period remaining until the next readjustment of the
interest rate.
2. A Variable or Floating Rate Note, the principal amount of which is scheduled
on the face of the instrument to be paid in one year or less, will be deemed by
the Fund to have a maturity equal to the period remaining until the next
readjustment of the interest rate.
3. A Variable or Floating Rate Note that is subject to a demand feature
scheduled to be paid in one year or more will be deemed to have a maturity equal
to the longer of the period remaining until the next readjustment of the
interest rate or the period remaining until the principal amount can be
recovered through demand.
4. A Variable or Floating Rate Note that is subject to a demand feature will be
deemed to have a maturity equal to the period remaining until the principal
amount can be recovered through demand.
As used above, a note is "subject to a demand feature" where a Fund is
entitled to receive the principal amount of the note either at any time on no
more than 30 days' notice or at specified intervals not exceeding one year and
upon no more than 30 days' notice.
REPURCHASE AGREEMENTS. The Funds may engage in repurchase agreement
transactions with broker/dealers and banks which are selected by the Adviser in
accordance with procedures approved by the Board of Trustees. A repurchase
agreement is an instrument under which the purchaser (i.e., a Fund) acquires a
security and the seller agrees, at the time of the sale, to repurchase the
obligation at a mutually agreed upon time and price, thereby determining the
yield during the purchaser's holding period. This results in a fixed rate of
return insulated from market fluctuations during such period. With respect to
repurchase agreement transactions entered into by the Convertible Securities
Fund, the underlying securities are ordinarily U.S. Treasury or other
governmental obligations or high quality money market instruments. With respect
to repurchase agreement transactions entered into by the Federal Money Market
Fund, the underlying securities are bonds, notes or other obligations of or
guaranteed by the United States, or those for which the faith of the United
States is pledged for the payment of principal and interest thereon, and bonds,
notes, debentures or any other obligations or securities in which the Fund may
invest. The Funds' repurchase agreements require that at all times while a
repurchase agreement is in effect, the value of the collateral must equal or
exceed the repurchase price.
With respect to repurchase agreement transactions entered into by the
Convertible Securities Fund, the maturities of the obligations securing such
transactions may be more than one year. However, the term of each repurchase
agreement entered into by such Funds will always be less than one year. The
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Funds' risk is limited to the ability of the seller to pay the agreed upon
amount on the delivery date. In the opinion of the Adviser, the risk is not
material; if the seller defaults, the underlying security constitutes collateral
for the seller's obligation to pay although the Funds may experience
difficulties and incur certain costs in exercising its rights to the collateral
and may lose the interest it expected to receive in respect of the repurchase
agreement. Repurchase agreements usually are for short periods, such as one week
or less, but could be longer. The Funds will not enter into repurchase
agreements with maturities of more than 7 days if, taken together with illiquid
securities and other securities for which there are no readily available
quotations, more than 10% of their respective total assets would be so invested.
Repurchase agreements are considered to be loans by the Funds collateralized by
the underlying securities.
U. S. GOVERNMENT OBLIGATIONS. U.S. Government Obligations are
obligations issued or guaranteed by the U.S. Government, its agencies, and
instrumentalities. Obligations of certain agencies and instrumentalities of the
U.S. Government are supported by the full faith and credit of the U.S. Treasury;
others are supported by the right of the issuer to borrow from the U.S.
Treasury; others are supported by the discretionary authority of the U.S.
Government to purchase the agency's obligations; and still others are supported
only by the credit of the agency or instrumentality. No assurance can be given
that the U.S. Government will provide financial support to U.S.
Government-sponsored agencies or instrumentalities if it is not obligated to do
so by law.
RESTRICTED SECURITIES. As the prospectus provides, the Conservative
Securities Fund may purchase up to 15% of its total assets in restricted
securities that generally can be sold only in privately negotiated transactions,
pursuant to an exemption from registration under the Securities Act of 1933 or
in a registered public offering. Where registration is required, a Fund may be
obligated to pay all or part of the registration expense and a considerable
period may elapse between the time it decides to seek registration and the time
a Fund may be permitted to sell a security under an effective registration
statement. If, during such a period, adverse market conditions were to develop,
a Fund might obtain a less favorable price than prevailed when it decided to
seek registration of the security.
REVERSE REPURCHASE AGREEMENTS. The Convertible Securities Fund may
borrow funds for temporary purposes by entering into reverse repurchase
agreements, provided that the total amount of all borrowings by the Fund does
not exceed 5% of the Fund's total assets at the time when the loan is made.
Pursuant to such an agreement, the Fund sells portfolio securities to financial
institutions, such as banks and broker-dealers, and agrees to repurchase them at
a mutually agreed-upon date and price. At the time the Fund enters into a
reverse repurchase agreement, it must place in a segregated custodial account
assets having a value equal to the repurchase price (including accrued
interest); the collateral will be marked to market on a daily basis, and will be
continuously monitored to ensure that such equivalent value is maintained.
Reverse repurchase agreements involve the risk that the market value of the
securities sold by the Fund may decline below the price at which the Fund is
obligated to repurchase the securities. In such an event, the Fund could suffer
a loss upon repurchase of the securities. Reverse repurchase agreements are
considered by the staff of the Securities and
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Exchange Commission ("SEC") to be borrowing by a Fund under the Investment
Company Act of 1940, as amended ("1940 Act").
WHEN ISSUED SECURITIES. The Convertible Securities Fund may purchase
securities on a when-issued basis (i.e., for delivery beyond the normal
settlement date at a stated price and yield). When a Fund agrees to purchase
securities on a when issued basis, the custodian will set aside cash or liquid
portfolio securities equal to the amount of the commitment in a separate
account. Normally, the custodian will set aside portfolio securities to satisfy
the purchase commitment, and in such a case, the Fund may be required
subsequently to place additional assets in the separate account in order to
assure that the value of the account remains equal to the amount of the Fund's
commitment. It may be expected that a Fund's net assets will fluctuate to a
greater degree when it sets aside portfolio securities to cover such purchase
commitments than when it sets aside cash. When a Fund engages in when-issued
transactions, it relies on the seller to consummate the trade. Failure of the
seller to do so may result in the Fund incurring a loss or missing the
opportunity to obtain a price considered to be advantageous. The Fund does not
intend to purchase when issued securities for speculative purposes, but only in
furtherance of its investment objective.
DELAYED DELIVERY TRANSACTIONS. The Convertible Securities Fund may buy
and sell securities on a delayed-delivery basis. These transactions involve a
commitment by the Fund to purchase or sell specific securities at a
predetermined price or yield, with payment and delivery taking place after the
customary settlement period for that type of security (and more than seven days
in the future). Typically, no interest accrues to the purchaser until the
security is delivered. The Fund may receive fees for entering into delayed
delivery transactions.
When purchasing securities on a delayed-delivery basis, a Fund assumes
the rights and risks of ownership, including the risks of price and yield
fluctuations in addition to the risks associated with the Fund's other
investments. Because a Fund is not required to pay for securities until the
delivery date, these delayed-delivery purchases may result in a form of
leverage. When delayed-delivery purchases are outstanding, the Fund will set
aside cash and appropriate liquid assets in a segregated custodial account to
cover its purchase obligations. When the Fund has sold a security on a
delayed-delivery basis, it does not participate in further gains or losses with
respect to the security. If the other party to a delayed-delivery transaction
fails to deliver or pay for the securities, the Fund could miss a favorable
price or yield opportunity or suffer a loss.
The Fund may renegotiate delayed-delivery transactions after they are
entered into or may sell underlying securities before they are delivered, either
of which may result in capital gains or losses.
FOREIGN SECURITIES. Securities of foreign issuers may, in the opinion
of the Adviser, present attractive investment opportunities, and the Convertible
Securities Fund may invest up to 5% of its total assets in such securities.
Foreign investments may be affected favorably or unfavorably by changes in
currency rates and exchange control regulations, including currency blockage.
There may be less information available about a foreign company than about a
U.S. company, and foreign companies may not be subject to reporting standards
and requirements
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comparable to those applicable to U.S. companies. Foreign securities and their
markets may not be as liquid as U.S. securities and their markets. Securities of
some foreign companies may involve greater market risk than securities of U.S.
companies, and foreign brokerage commissions and custody fees are generally
higher than those in the United States. Investments in foreign securities may
also be subject to local economic or political risks, such as political
instability of some foreign governments and the possibility of nationalization
or expropriation of issuers. Such foreign securities may also be subject to
withholding and other taxes imposed by foreign governments.
FUTURES CONTRACTS. The Convertible Securities Fund may enter into
futures contracts, options on futures contracts, and stock index futures
contracts and options thereon for the purposes of remaining fully invested and
reducing transaction costs. Futures contracts provide for the future sale by one
party and purchase by another party of a specified amount of a specific
security, class of securities, or an index at a specified future time and at a
specified price. A stock index futures contract is a bilateral agreement
pursuant to which two parties agree to take or make delivery of an amount of
cash equal to a specified dollar amount times the difference between the stock
index value at the close of trading of the contracts and the price at which the
futures contract is originally struck. Futures contracts which are standardized
as to maturity date and underlying financial instrument are traded on national
futures exchanges. Futures exchanges and trading are regulated under the
Commodity Exchange Act by the Commodity Futures Trading Commission (the "CFTC"),
a U.S. Government agency.
The Convertible Securities Fund may enter into contracts for the future
delivery of securities and futures contracts based on a specific security, class
of securities or an index, purchase or sell options on any such futures
contracts and engage in related closing transactions. A futures contract on a
securities index is an agreement obligating either party to pay, and entitling
the other party to receive, while the contract is outstanding, cash payments
based on the level of a specified securities index.
Although futures contracts by their terms call for actual delivery and
acceptance of the underlying securities, in most cases the contracts are closed
out before the settlement date without the making or taking of delivery. Closing
out an open futures position is done by taking an opposite position (buying a
contract which has previously been "sold," or "selling" a contract previously
purchased) in an identical contract to terminate the position. A futures
contract on a securities index is an agreement obligating either party to pay,
and entitling the other party to receive, while the contract is outstanding,
cash payments based on the level of a specified securities index. The
acquisition of put and call options on futures contracts will, respectively,
give the Convertible Securities Fund the right (but not the obligation), for a
specified price, to sell or to purchase the underlying futures contract, upon
exercise of the option, at any time during the option period. Brokerage
commissions are incurred when a futures contract is bought or sold.
Futures traders are required to make a good faith margin deposit in
cash or government securities with a broker or custodian to initiate and
maintain open positions in futures contracts. A margin deposit is intended to
assure completion of the contract (delivery or acceptance of the underlying
security) if it is not terminated prior to the specified delivery date. Minimal
initial
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margin requirements are established by the futures exchange and may be changed.
Brokers may establish deposit requirements which are higher than the exchange
minimums. Initial margin deposits on futures contracts are customarily set at
levels much lower than the prices at which the underlying securities are
purchased and sold, typically ranging upward from less than 5% of the value of
the contract being traded.
After a futures contract position is opened, the value of the contract
is marked-to-market daily. If the futures contract price changes to the extent
that the margin on deposit does not satisfy margin requirements, payment of
additional "variation" margin will be required. Conversely, change in the
contract value may reduce the required margin, resulting in a repayment of
excess margin to the contract holder. Variation margin payments are made to and
from the futures broker for as long as the contract remains open. The
Convertible Securities Fund expects to earn interest income on its margin
deposits.
When interest rates are expected to rise or market values of portfolio
securities are expected to fall, the Convertible Securities Fund can seek
through the sale of futures contracts to offset a decline in the value of its
portfolio securities. When interest rates are expected to fall or market values
are expected to rise, the Convertible Securities Fund, through the purchase of
such contracts, can attempt to secure better rates or prices for the Convertible
Securities Fund than might later be available in the market when it effects
anticipated purchases.
The Convertible Securities Fund will only sell futures contracts to
protect securities it owns against price declines or purchase contracts to
protect against an increase in the price of securities it intends to purchase.
The Convertible Securities Fund's ability to use futures trading
effectively depends on several factors. First, it is possible that there will
not be a perfect price correlation between a futures contract and its underlying
stock index. Second, it is possible that a lack of liquidity for futures
contracts could exist in the secondary market, resulting in an inability to
close a futures position prior to its maturity date. Third, the purchase of a
futures contract involves the risk that the Convertible Securities Fund could
lose more than the original margin deposit required to initiate a futures
transaction.
Futures transactions involve brokerage costs and require the
Convertible Securities Fund to segregate assets to cover contracts that would
require it to purchase securities or currencies. The Convertible Securities Fund
may lose the expected benefit of futures transactions if interest rates,
exchange rates or securities prices move in an unanticipated manner. Such
unanticipated changes may also result in poorer overall performance than if the
Convertible Securities Fund had not entered into any futures transactions. In
addition, the value of the Convertible Securities Fund's futures positions may
not prove to be perfectly or even highly correlated with the value of its
portfolio securities, limiting the Convertible Securities Fund's ability to
hedge effectively against interest rate and/or market risk and giving rise to
additional risks. There is no assurance of liquidity in the secondary market for
purposes of closing out futures positions.
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RESTRICTIONS ON THE USE OF FUTURES CONTRACTS. The Convertible
Securities Fund will not enter into futures contract transactions for purposes
other than bona fide hedging purposes or as a substitute for the underlying
securities to gain market exposure to the extent that, immediately thereafter,
the sum of its initial margin deposits on open contracts exceeds 5% of the
market value of the Convertible Securities Fund's total assets. In addition, the
Convertible Securities Fund will not enter into futures contracts to the extent
that the value of the futures contracts held would exceed 1/3 of the Convertible
Securities Fund's total assets. Futures transactions will be limited to the
extent necessary to maintain the Convertible Securities Fund's qualification as
a regulated investment company.
The Victory Portfolios have undertaken to restrict their futures
contract trading as follows: first, the Victory Portfolios will not engage in
transactions in futures contracts for speculative purposes; second, the Victory
Portfolios will not market its funds to the public as commodity pools or
otherwise as vehicles for trading in the commodities futures or commodity
options markets; third, the Victory Portfolios will disclose to all prospective
shareholders the purpose of and limitations on its funds' commodity futures
trading; fourth, the Victory Portfolios will submit to the CFTC special calls
for information. Accordingly, registration as a Commodities Pool Operator with
the CFTC is not required.
In addition to the margin restrictions discussed above, transactions in
futures contracts may involve the segregation of funds pursuant to requirements
imposed by the SEC. Under those requirements, where the Convertible Securities
Fund has a long position in a futures contract, it may be required to establish
a segregated account (not with a futures commission merchant or broker)
containing cash or certain liquid assets equal to the purchase price of the
contract (less any margin on deposit). For a short position in futures or
forward contracts held by the Convertible Securities Fund, those requirements
may mandate the establishment of a segregated account (not with a futures
commission merchant or broker) with cash or certain liquid assets that, when
added to the amounts deposited as margin, equal the market value of the
instruments underlying the futures contracts (but are not less than the price at
which the short positions were established). However, segregation of assets is
not required if the Convertible Securities Fund "covers" a long position. For
example, instead of segregating assets, the Convertible Securities Fund, when
holding a long position in a futures contract, could purchase a put option on
the same futures contract with a strike price as high or higher than the price
of the contract held by the Convertible Securities Fund. In addition, where the
Convertible Securities Fund takes short positions, or engages in sales of call
options, it need not segregate assets if it "covers" these positions. For
example, where a fund holds a short position in a futures contract, it may cover
by owning the instruments underlying the contract. The Convertible Securities
Fund may also cover such a position by holding a call option permitting it to
purchase the same futures contract at a price no higher than the price at which
the short position was established. Where a fund sells a call option on a
futures contract, it may cover either by entering into a long position in the
same contract at a price no higher than the strike price of the call option or
by owning the instruments underlying the futures contract. A fund could also
cover this position by holding a separate call option permitting it to purchase
the same futures contract at a price no higher than the strike price of the call
option sold by a fund.
-11-
<PAGE>
In addition, the extent to which the Convertible Securities Fund may
enter into transactions involving futures contracts may be limited by the Code's
requirements for qualification as a registered investment company and the
Convertible Securities Fund's intention to qualify as such.
RISK FACTORS IN FUTURES TRANSACTIONS. Positions in futures contracts
may be closed out only on an exchange which provides a secondary market for such
futures. However, there can be no assurance that a liquid secondary market will
exist for any particular futures contract at any specific time. Thus, it may not
be possible to close a futures position. In the event of adverse price
movements, a fund would continue to be required to make daily cash payments to
maintain the required margin. In such situations, if the Convertible Securities
Fund has insufficient cash, it may have to sell portfolio securities to meet
daily margin requirements at a time when it may be disadvantageous to do so. In
addition, the Convertible Securities Fund may be required to make delivery of
the instruments underlying futures contracts it holds. The inability to close
options and futures positions also could have an adverse impact on the ability
to effectively hedge them. A fund will minimize the risk that they will be
unable to close out a futures contract by only entering into futures contracts
which are traded on national futures exchanges and for which there appears to be
a liquid secondary market.
The risk of loss in trading futures contracts in some strategies can be
substantial, due both to the low margin deposits required, and the extremely
high degree of leverage involved in futures pricing. Because the deposit
requirements in the futures markets are less onerous than margin requirements in
the securities market, there may be increased participation by speculators in
the futures market which may also cause temporary price distortions. A
relatively small price movement in a futures contract may result in immediate
and substantial loss (as well as gain) to the investor. For example, if at the
time of purchase, 10% of the value of the futures contract is deposited as
margin, a subsequent 10% decrease in the value of the futures contract would
result in a total loss of the margin deposit, before any deduction for the
transaction costs, if the account were then closed out. A 15% decrease would
result in a loss equal to 150% of the original margin deposit if the contract
were closed out. Thus, a purchaser or sale of a futures contract may result in
losses in excess of the amount invested in the contract. However, because the
futures strategies engaged in by the Convertible Securities Fund are only for
hedging purposes, the Adviser does not believe that the Convertible Securities
Fund is subject to the risks of loss frequently associated with futures
transactions. The Convertible Securities Fund would presumably have sustained
comparable losses if, instead of the futures contract, it had invested in the
underlying financial instrument and sold it after the decline.
Use of futures transactions by the Convertible Securities Fund involves
the risk of imperfect or no correlation where the securities underlying futures
contract have different maturities than the portfolio securities being hedged.
It is also possible that the Convertible Securities Fund could both lose money
on futures contracts and also experience a decline in value of its portfolio
securities. There is also the risk of loss by the Convertible Securities Fund of
margin deposits in the event of bankruptcy of a broker with whom the Convertible
Securities Fund has open positions in a futures contract or related option.
-12-
<PAGE>
CALL OPTIONS. The Convertible Securities Fund may purchase and write
(i.e., sell) call options that are traded on U.S. securities exchanges.
Exchanges on which call options are traded include the Chicago Board Options
Exchange, the American Stock Exchange, the Philadelphia Stock Exchange and the
Pacific Stock Exchange. Generally, a call option is a short-term contract
(having a duration of nine months or less) pursuant to which the purchaser of
the call option, in return for a premium paid, has the right to buy the security
underlying the option at a specified exercise price at any time during the term
of the option. The writer of the call option, who receives the premium, has the
obligation, upon exercise of the option, to deliver the underlying security
against payment of the exercise price during the option period. Brokerage
commissions on call options transactions are generally higher than those for
exchange transactions in listed common stocks.
Generally, a call option is "covered" if the Fund which writes it owns
the underlying security covered by the call or has an absolute and immediate
right to acquire that security without additional cash consideration (or for
additional cash consideration held in a segregated account by its custodian)
upon conversion or exchange of other securities held in its portfolio. A call
option is also covered if the Fund which writes it holds on a share-for-share
basis a call on the same security as the call written where the exercise price
of the call held is equal to or less than the exercise price of the call written
or greater than the exercise price of the call written if the difference is
maintained by the Fund in cash, Treasury bills or other high grade short-term
obligations in a segregated account with its custodian. The premium paid by the
purchaser of an option will reflect, among other things, the relationship of the
exercise price to the market price and volatility of the underlying security,
the remaining term of the option, supply and demand and interest rates.
If the writer of an option wishes to terminate his obligation, he may
effect a "closing purchase transaction." This is accomplished by buying an
option of the same series as the option previously written. The effect of the
purchase is that the writer's position will be canceled by the clearing
corporation. However, a writer may not effect a closing purchase transaction
after it has been notified of the exercise of an option. Likewise, an investor
who is the holder of an option may liquidate his position by effecting a
"closing sale transaction." This is accomplished by selling an option of the
same series as the option previously purchased. There is no guarantee that
either a closing purchase or a closing sale transaction can be effected at the
time a Fund desires to do so.
Effecting a closing transaction in the case of a written call option
will permit the Fund which wrote it to write another call option on the
underlying security with either a different exercise price or expiration date or
both. Also, effecting a closing transaction will permit the cash or proceeds
from the concurrent sale of any securities subject to the option to be used for
other investments. If a Fund desires to sell a particular security from its
portfolio on which it has written a call option it will effect a closing
transaction prior to or concurrent with the sale of the security. If a Fund is
unable to effect a closing purchase transaction and is otherwise unable to keep
the option that it has written covered, as described above, the Fund will be
unable to dispose of the underlying security and engage in the foregoing
transactions.
A gain from a closing transaction will be realized if the price of the
transaction is less than the premium received from writing the option or is more
than the premium paid to purchase the
-13-
<PAGE>
option; a loss will be realized from a closing transaction if the price of the
transaction is more than the premium received from writing the option or is less
than the premium paid to purchase the option. Because increases in the market
price of a call option will generally reflect increases in the market price of
the underlying security, any loss resulting from the repurchase of a call option
is likely to be offset in whole or in part by appreciation of the underlying
security owned by the Fund.
The Convertible Securities Fund may write call options only if they are
covered, and the options must remain covered so long as the Fund is obligated as
a writer.
RISKS ASSOCIATED WITH OPTIONS TRANSACTIONS. The purchase and writing of
call options involves certain risks. During the option period, the covered call
writer has, in return for the premium on the option, given up the opportunity to
profit from a price increase in the underlying securities above the exercise
price, but, as long as its obligation as a writer continues, the writer has
retained the risk of loss should the price of the underlying security decline.
The writer of an option has no control over the time when it may be required to
fulfill its obligation as a writer of the option. Once an option writer has
received exercise notice, it cannot effect a closing purchase transaction in
order to terminate its obligation under the option and must deliver the
underlying securities at the exercise price. If a call option purchased by a
Fund is not sold when it has remaining value, and if the market price of the
underlying security remains less than or equal to the exercise price, the Fund
will lose its entire investment in the option. Also, where a call option on a
particular security is purchased to hedge against price movements in a related
security, the price of the option may move more or less than the price of the
related security. There can be no assurance that a liquid market will exist when
a Fund seeks to close out an option position. Furthermore, if trading
restrictions or suspensions are imposed on the options markets, a Fund may be
unable to close out a position.
WARRANTS. Warrants are securities that give the Convertible Securities
Fund the right to purchase equity securities from the issuer at a specific price
(the strike price) for a limited period of time. The strike price of warrants
typically is much lower than the current market price of the underlying
securities, yet they are subject to greater price fluctuations. As a result,
warrants may be more volatile investments than the underlying securities and may
offer greater potential for capital appreciation as well as capital loss. The
Convertible Securities Fund will only use attached warrants.
The investment policies of the Funds set forth above may be changed or
altered by the Board of Trustees of the Funds, except to the extent set forth
under "Investment Restrictions."
INVESTMENT RESTRICTIONS
The following investment restrictions are considered to be fundamental
policies of each of the Funds and may only be changed if approved by the holders
of a majority of the outstanding voting securities of the affected Fund. Under
the 1940 Act, such approval requires the affirmative vote, at a meeting of
shareholders of a Fund, of (i) at least 67% of the shares of the Fund present at
the meeting, if the holders of more than 50% of the outstanding shares of the
Fund are present in
-14-
<PAGE>
person or represented by proxy; or (ii) more than 50% of the outstanding shares
of the Fund, whichever is less.
EACH OF THE FUNDS WILL NOT:
1. As to 75% of their respective total assets, invest more than 5% in the
securities of any one issuer except securities of the U.S. Government,
its agencies or its instrumentalities.
2. Invest in companies for the purpose of influencing management or
exercising control, and will not purchase more than 10% of the voting
securities of any one issuer. This will not preclude the management of
the Funds from voting proxies in their discretion.
3. Lend any cash except in connection with the acquisition of a portion
of an issue of publicly distributed bonds, debentures, notes or other
evidences of indebtedness or in connection with the purchase of
securities subject to repurchase agreements, except as outlined under
"Additional Information on Fund Investments" and the sub-section,
"Securities Lending." The Funds will not lend any other assets except
as a special investment method. See "Investment Objectives and
Policies" herein and "Investment Objectives" in the Prospectus.
4. Borrow money, except that (a) each Fund may enter into commitments to
purchase securities in accordance with its investment program,
including delayed-delivery and when-issued securities and reverse
repurchase agreements, provided that the total amount of any such
borrowing does not exceed 33 1/3% of the Fund's total assets; and (b)
each Fund may borrow money for temporary or emergency purposes in an
amount not exceeding 5% of the value of its total assets at the time
when the loan is made. Any borrowings representing more than 5% of a
Fund's total assets must be repaid before the Fund may make additional
investments.
5. Purchase securities on margin or sell securities short.
6. Act as an underwriter of securities issued by others.
7. Purchase the securities of other investment companies except in the
open market and at the usual and customary brokerage commissions or
except as part of a merger, consolidation or other acquisition.
8. Purchase or hold any real estate, including real estate limited
partnerships, except that the Funds may invest in securities secured
by real estate or interests therein or issued by persons which deal in
real estate or interests therein. The Funds will not deal in
commodities or commodity contracts.
-15-
<PAGE>
9. Purchase securities if such purchase would cause more than 25% of any
of the Funds' total assets to be invested in the securities of issuers
in any one industry, provided however that the Federal Money Market
Fund reserves the right to concentrate in securities issued or
guaranteed as to principal and interest by the United States
Government, its agencies or instrumentalities or U.S. bank
obligations. The Federal Money Market Fund, however, will not exercise
its right to concentrate in U.S. bank obligations.
10. Make a loan of its portfolio securities if, immediately thereafter and
as a result thereof, portfolio securities with a market value of 10%
or more of the total assets of any of the Funds would be subject to
such loans.
11. Invest more than 15% of any of the Convertibles Securities Funds' net
assets or more than 10% of the Federal Money Market Fund's net assets
in (i) securities restricted as to disposition under the Federal
securities laws, (ii) securities as to which there are no readily
available market quotations, or (iii) repurchase agreements with a
maturity in excess of 7 days.
In addition to the foregoing fundamental investment restrictions which
may be changed only with shareholder approval, each Fund has adopted the
following non-fundamental investment restrictions which may be changed at any
time by the Board of Trustees provided that such change does not conflict with
any fundamental policy of the Funds.
EACH OF THE FUNDS WILL NOT:
1. With respect to 75% of a Fund's total assets, purchase the securities
of any one issuer (except in securities of the United States
Government, its agencies or its instrumentalities) if as a result (a)
more than 5% of the Fund's total assets would be invested in the
securities of that issuer, or (b) the Fund would hold more than 10% of
the outstanding voting securities of that issuer. Rule 2a-7 of the
1940 Act permits the Federal Money Market Fund to invest up to 25% of
its total assets in securities of a single issuer for a period of up
to three days.
2. Invest in excess of 5% of its total assets in securities of issuers
which, including predecessors, do not have a record of at least three
years' operation.
3. Pledge or hypothecate any of the Fund's assets. For the purpose of
this limitation, collateral arrangements with respect to stock options
are not deemed to be a pledge of assets.
4. Purchase or retain the securities of any issuer if those officers and
Trustees of the Funds, or of its Investment Adviser, who own
individually more than one-half of one percent of the securities of
such issuer, together own more than 5% of the securities of such
issuer.
-16-
<PAGE>
5. Invest in excess of 10% of its total assets in the securities of
foreign issuers, excluding from such limitation securities listed on
any United States securities exchange. The Federal Money Market Fund
will not invest in foreign securities.
6. Invest more than 5% of their total assets in the securities of any one
investment company, own more than 3% of the securities of any one
investment company or invest more than 10% of its total assets in
other investment companies.
7. Purchase securities of any registered open-end investment company or
registered unit investment trust in reliance on Section 12(d)(1)(G) or
Section 12(d)(1)(F) of the Investment Company Act of 1940.
8. Federal Money Market Fund will not:
a. lend portfolio securities
b. borrow money
c. invest in shares of other investment companies.
With respect to those investment restrictions involving percentages, if
a percentage restriction is complied with at the time of initial investment, a
subsequent increase or decrease in that percentage resulting from a change in
the value of portfolio securities or total net assets will not constitute a
violation of the investment restriction.
PORTFOLIO TURNOVER
CONVERTIBLE SECURITIES FUND
Purchases and sales of securities are made at such times as the Adviser
deems to be in the best interest of the Funds' shareholders without regard to
the rate of portfolio turnover, about which there are no restrictions. From time
to time, the Funds may trade in securities for the short term. It is anticipated
that the annual portfolio turnover rate of the Convertible Securities Fund will
not exceed 75%. In any particular year, market conditions could result in
portfolio activity at a greater or lesser rate than anticipated. Since turnover
is a function of market opportunity, it cannot be determined whether portfolio
turnover will change significantly during the year ending October 31, 1998.
Portfolio turnover rate is, generally, the percentage computed by dividing the
lesser of purchases or sales by the average value of the portfolio. High
portfolio turnover involves correspondingly higher brokerage commission expenses
which are borne directly by the Funds. In addition, the effect of engaging in
options transactions may be to increase portfolio turnover, and, consequently,
associated expenses of the relevant Fund. The portfolio turnover rates for the
Funds are set forth in the Prospectus under "Financial Information Summary."
FEDERAL MONEY MARKET FUND
The Federal Money Market Fund's policy of investing only in securities
with remaining maturities of 397 days or less (with certain exceptions) will
result in a higher portfolio turnover rate than the Convertible Securities Fund.
Since brokerage commissions are not normally paid on investments which the
Federal Money Market Fund makes, turnover resulting from such investments should
not adversely affect the net asset value or net income of the Fund.
-17-
<PAGE>
MANAGEMENT OF THE FUNDS
TRUSTEES AND OFFICERS
Officers and employees of the Adviser are not permitted to serve as
officers or Trustees of the Trust due to certain regulatory restrictions imposed
on banking organizations and their subsidiaries. The persons who have been
elected to serve as officers and Trustees of the Trust, their position with the
Trust and their principal occupations during the last five years are set forth
below:
<TABLE>
<CAPTION>
Position(s) Held
With the Victory Principal Occupation
Name, Address and Age Portfolios During Past 5 Years
- --------------------- ---------- -------------------
<S> <C> <C>
Roger Noall,* 62 Chairman and Trustee From 1996 to present,
c/o Brighton Apt. 1603 Executive of KeyCorp;
8231 Bay Colony Drive from 1995 to 1996,
Naples, Florida 34108 General Counsel and
Secretary of KeyCorp;
from 1994 to 1996, Senior
Executive Vice President
and Chief Administrative
Officer of KeyCorp; from
1985 to 1994, Vice
Chairman of the Board and
Chief Administrative
Officer of Society
Corporation (now known as
KeyCorp).
Leigh A. Wilson,** 53
New Century Care, Inc. President and Trustee From 1989 to present,
53 Sylvan Road North Chairman and Chief
Westport, CT 06880 Executive Officer,
New Century Care, Inc.
(Merchant bank); from
1995 to present,
Principal of New
Century Living, Inc.;
from 1989 to present,
Director of Chimney Rock
Vineyard and Chimney
Rock Winery; President
and Director, Key Mutual
Funds.
- -----------------
* Mr. Noall is an "interested person" and an "affiliated person" of the
Company.
** Mr. Wilson is deemed to be an "interested person" of the Victory Portfolios
under the 1940 Act solely by reason of his position as President.
-18-
<PAGE>
Position(s) Held
With the Victory Principal Occupation
Name, Address and Age Portfolios During Past 5 Years
- --------------------- ---------- -------------------
Robert G. Brown, 74 Trustee Executive Vice President
8650 S. Ocean Drive Easton Corporiation -
Singer Island Retired. From October
Jensen Beach, FL 34957 1983 to November 1990,
Founder and President,
Cleveland Advanced
Manufacturing Program,
Inc. Serves on Board of
Directors of CAMP, Inc.
(non-profit corporation
engaged in regional
economic development).
Edward P. Campbell, 48 Trustee From October 1997 to
Nordson Corporation present, President and
28601 Clemens Road Chief Executive Officer
Westlake, OH 44145 of Nordson Corporation
(manufacturer of
application equipment);
July 1996 to October
1997, President and Chief
Operating Officer of
Nordson Corporation; from
March 1994 to July 1996,
Execitive Vice President
and Chief Operating
Officer of Nordson
Corporation; from May
1988 to March 1994, Vice
President of Nordson
Corporation; from 1987 to
December 1994, member of
the Supervisory Committee
of Society's Collective
Investment Retirement
Fund; from May 1991 to
August 1994, Trustee,
Financial Reserves Fund
and from May 1993 to
August 1994, Trustee,
Ohio Municipal Money
Market Fund. Currently,
Director of Key Mutual
Funds and Director of
Nordson Corporation.
Dr. Harry Gazelle, 70 Trustee Retired radiologist, Drs.
17822 Lake Road Hill and Thomas
Lakewood, OH 44107 Corporation.
Eugene J. McDonald, 65 Trustee From 1990 to present,
Duke Management Company Executive Vice President
2200 West Main Street, and Chief Investment
Suite 1000 Officer for Asset
Durham, N.C. 27705 Management of Duke
University and President
and CEO of Duke
Management Company;
Director of CCB Financial
Corporation, Flag Group
of Mutual Funds, DP Mann
Holdings, Key Mutual
Funds, Greater Triangle
Community Foundation, and
NC Bar Association
Investment Committee.
Dr. Thomas F. Morrissey, 64 Trustee 1995 Visiting Scholar,
Weatherhead School of Bond University,
Management Queensland, Australia;
Case Western Reserve Professor, Weatherhead
University School of Management,
10900 Euclid Avenue Case Western Reserve
Cleveland, OH 44106-7235 University; from 1989 to
1995, Associate Dean of
Weatherhead School of
Management; from 1987 to
December 1994, Member of
the Supervisory Committee
of Society's Collective
Investment Retirement
Fund; from May 1991 to
August 1994, Trustee,
Financial Reserves Fund
and from May 1993 to
August 1994, Trustee,
Ohio Municipal Money
Market Fund.
-19-
<PAGE>
Position(s) Held
With the Victory Principal Occupation
Name, Address and Age Portfolios During Past 5 Years
- --------------------- ---------- -------------------
Dr. H. Patrick Swygert, 55 Trustee President, Howard
Howard University University; formerly
2400 6th Street, N.W. President, State
Suite 402 University of New York at
Washington, D.C. 20059 Albany; formerly,
Executive Vice President,
Temple University;
Trustee, The Victory
Funds.
Frank A. Weil, 67 Trustee Chairman and Chief
Abacus & Associates Executive Officer of
147 E. 47th Street Abacus & Associates, Inc.
New York, N.Y. 10017 (private investment
firm); Director and
President of the Norman
and Hickrill Foundations;
Director of Key Mutual
Funds. Director, Trojan
Industries. Formerly
United States Assistant
Secretary of Commerce for
Industry and Trade.
William B. Blundin, 59 Vice President Senior Vice President of
125 West 55th Street BISYS Fund Services
New York, N.Y. 10019 ("BISYS"); officer of
other investment
companies administered
by BISYS Fund Services;
President and Chief
Executive Officer of
Vista Broker- Dealer
Services, Inc., Emerald
Asset Management, Inc.
and BNY Hamilton
Distributors, Inc.,
registered
broker/dealers.
J. David Huber, 51 Vice President Executive Vice President
3435 Stelzer Road of BISYS.
Columbus, OH 43219-3035
Thomas E. Line, 30 Treasurer From December 1996
3435 Stelzer Road to present, employee
Columbus, OH 43219-3035 of BISYS Funds
Services; from
September 1989 to
November 1996, Audit
Senior Manager at
KPMG Peat Marwick
LLP.
Michael J. Sullivan, 32 Secretary From December 1996
3435 Stelzer Road to present, Vice
Columbus, OH 43219-3035 President of BISYS
Fund Services; from
February 1995 to
november 1996,
President,
Performance
Financial Group (a
mutual fund
consulting firm);
from January 1993 to
january 1995, CEO,
Manufacturing
Company.
Alaina V. Metz, Age 30 Assistant Secretary From June 1995 to
3435 Stelzer Road present, Chief
Columbus, OH 43219-3035 Administrative and
Regulatory
Serevices, BISYS
Fund Services
Limited Partnership;
from May 1989 to
June 1995,
Supervisor, Mutual
Fund Legal
Department, Alliance
Capital Management.
Jay G. Baris, 44 Assistant Secretary From 1994 to
Kramer, Levin, Naftalis Present, Partner,
& Frankel; 919 Third Kramer, Levin,
Avenue, 41st Floor Naftalis & Frankel;
New York, NY 10022 previously, Partner,
Reid & Priest.
</TABLE>
Trustees who are not "interested persons" of either an investment
adviser to or principal underwriter for the Funds receive an annual fee of
$7,500 plus $750 per meeting of the Board of Trustees attended and reasonable
out-of-pocket expenses incurred in connection with attending
-20-
<PAGE>
such meetings. Trustees who are "interested persons" of either an investment
adviser to or principal underwriter for the Funds do not receive any
compensation from the Trust.
<TABLE>
<CAPTION>
TOTAL COMPENSATION FROM
AGGREGATE COMPENSATION KEY FUNDS/VICTORY
FROM KEY FUNDS FOR PORTFOLIOS "FUND COMPLEX"
THE FISCAL YEAR ENDED FOR THE YEAR ENDED
NAME OF TRUSTEE NOVEMBER 30, 1997 NOVEMBER 30, 1997
- --------------- ----------------- -----------------
<S> <C> <C>
Edward P. Campbell $10,500 $49,500
Eugene J. McDonald $10,500 $10,500
Frank A. Weil $10,500 $10,500
Leigh A. Wilson $10,500 $55,500
</TABLE>
(1) Total compensation paid with respect to service on the Board of the Trust
only.
SECURITY HOLDERS
As of February 27, 1998, the following persons were known by the Trust
to own of record or beneficially (as indicated) 5% or more of the outstanding
shares of the following Funds:
FUND/ PERCENTAGE OF SHARES
NAME AND ADDRESS OF OWNER HELD OF RECORD OR BENEFICIALLY
FEDERAL MONEY MARKET FUND
Student Loan Funding Corp. 50.17%
One West Fourth St., Suite 200
Cincinnati, OH 45202
- Beneficial Owner
KeyCorp Investment Products 35.58%
127 Public Square
Cleveland, , OH 44114
- Record Owner
-21-
<PAGE>
CONVERTIBLE SECURITIES FUND
Charles Schwab & Co./FBO Cust. 29.45%
101 Montgomery Street
San Francisco, CA 94104
- Record Owner
MAC & Co. 4.63%
c/o Mellon Bank
Mutual Funds Operation
P.O. Box 3198
Pittsburgh, PA 15230-3198
- Record Owner
Donaldson Lufkin & Jenrette Sec. 4.84%
Mutual Funds Dept.
P.O. Box 2052
Jersey City, NJ 07303-2052
- Record Owner
Key Trust Company of Ohio, N.A. 12.62%
4900 Tiedeman Road
Cleveland, OH 44144-2338
- Record Owner
As of February 27, 1998, the Trustees and Officers of the Trust, as a group,
owned less than 1% of the equity securities of each of the Funds of the Trust.
THE INVESTMENT ADVISER, ADMINISTRATOR, AND SUB-ADMINISTRATOR
INVESTMENT ADVISER. The investment adviser to the Funds is Key Asset
Management Inc. ("KAM" or the "Adviser"), a New York corporation that is
registered as an investment adviser with the SEC. The Adviser is a wholly owned
subsidiary of KeyBank National Association ("KeyBank") which is a wholly owned
subsidiary of KeyCorp, one of the largest financial services holding companies
in the United States.
On February 28, 1997, KAM became the surviving cooperation after the
reorganization of four indirect investment adviser subsidiaries of KeyCorp --
Spears, Benzak, Salomon & Farrell, Inc. (SBSF"), KeyCorp Mutual Fund Advisers,
Inc. ("Key Advisers"), Society Asset Management, Inc., ("SAM") and Applied
Technology Investments, Inc. ("ATI"), each of which was a registered investment
adviser with the SEC. Key Advisers, SAM and ATI were merged with and into SBSF,
a New York corporation organized on February 22, 1972. Pursuant to the terms of
the reorganization, SBSF changed its name to Key Asset Management Inc.
-22-
<PAGE>
The Adviser and its affiliates managed approximately $60 billion as of
December 31, 1997, for numerous clients, including large corporate and public
retirement plans, Taft-Hartley plans, foundations and endowments, high net-worth
individuals and mutual funds. The accounts which are managed or advised by the
Adviser for these clients have varying investment objectives and the Adviser may
invest assets for such accounts in investments substantially similar to, or the
same as, those which are expected to constitute the principal investments of one
or more Funds. Such accounts are supervised by officers and employees of the
Adviser who may also be acting in similar capacities for the Funds. The
Adviser's offices are located at 127 Public Square, Cleveland, OH 44114 and 45
Rockefeller Plaza, New York, NY 10111.
As of September 30, 1997, KeyCorp had an asset base of approximately
$70 billion, with banking offices in 26 states from Maine to Alaska, and trust
and investment offices in 16 states. KeyCorp is the resulting entity of the 1994
merger of Society Corporation, the bank holding company of which KeyBank,
formerly Society National Bank, was a wholly-owned subsidiary, and KeyCorp, the
former bank holding company. KeyCorp's major business activities include
providing consumer, business and traditional banking and associated financial
services to consumer, business and commercial markets. KeyCorp's non-bank
subsidiaries include investment advisory, securities brokerage, insurance, bank
credit card processing and leasing companies. KeyBank is the lead affiliate bank
of KeyCorp. KeyCorp's principal offices are located at 127 Public Square,
Cleveland, OH 44114.
Pursuant to the Funds' Investment Advisory Agreement, dated April 5,
1995, the Adviser furnishes a continuous investment program for the Funds'
portfolios, makes the day-to-day investment decisions for the Funds, executes
the purchase and sale orders for the portfolio transactions of the Funds and
generally manages the Funds' investments in accordance with the stated policies
of the Funds, subject to the general supervision of the Board of Trustees of the
Funds.
As compensation for the services rendered and related expenses borne by
the Adviser under the Investment Advisory Agreement, the Convertible Securities
Fund is obligated to pay the Adviser a fee, computed daily and payable monthly,
equal to .75% per annum of the Fund's average daily net assets. The Investment
Advisory Agreement further provides that the Federal Money Market Fund is
obligated to pay the Adviser a fee, computed daily and payable monthly, equal to
.25% per annum of its average daily net assets. The Adviser is voluntarily
waiving a portion of its Advisory fee for the Federal Money Market Fund. The
Adviser is obligated to reimburse the Funds in the event expenses exceed certain
prescribed limits (see "Expenses, Distributor, Distribution Plan, and
Shareholder Servicing Plan"). The Adviser's compensation for acting as adviser
to the Convertible Securities Fund was $455,976, $566,242, and $595,753 for the
fiscal years ended November 30, 1995, 1996, and 1997, respectively. The Adviser
waived its fees for advisory services rendered to the Federal Money Market Fund
totaling $65,340, $64,632, and $277,326 for the fiscal years ended November 30,
1995, 1996, and 1997, respectively.
The Investment Advisory Agreement, between the Adviser and the Funds
will continue in effect for each Fund for successive one year periods following
the first anniversary of such date only if it is specifically approved at least
annually by the Board of Trustees, including a majority of
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<PAGE>
the Trustees who are not parties to the Investment Advisory Agreement or
"interested persons" of any such party (as defined in the 1940 Act), cast in
person at a meeting called for the purpose of voting on such approval. The
Investment Advisory Agreement provides that the Adviser will not be liable for
any error of judgment or mistake of law or for any loss suffered by a Fund in
connection with the Adviser's services under the Agreement, except a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services (limited in amount by Section 36(b)(3) of the 1940
Act) or a loss resulting from willful misfeasance, bad faith or gross negligence
on the Adviser's part in the performance of its duties or from reckless
disregard by it of its obligations and duties under the Agreement. The
Investment Advisory Agreement will terminate automatically in the event of its
"assignment" (as defined in the 1940 Act) and is terminable at any time without
penalty under certain circumstances by the Funds, the shareholders of the Funds
or the Adviser.
KAM has agreed that if in any fiscal year the sum of any of the Fund's
expenses exceeds the limits set by applicable regulations of state securities
commissions, the amounts payable by such Fund to KAM for the advisory fee for
that year shall be reduced by the amount of such excess. However, if the excess
should be greater than the total amounts payable to KAM in that year, KAM shall
reimburse such Fund of the amount by which such expenses exceed such fees. For
the purpose of this calculation, expenses shall include the fees payable to KAM
under the Investment Advisory Agreement and the amortization of organization
expenses, but shall exclude taxes, interest, brokerage, litigation and
indemnification expenses and other extraordinary expenses.
ADMINISTRATOR AND SUB-ADMINISTRATOR. BISYS Fund Services Limited
Partnership (d/b/a BISYS Fund Services) ("BISYS" or the "Administrator") serves
as the Administrator of the Funds pursuant to an administration agreement dated
July 12, 1996 (the "Administration Agreement"). The Administrator assists in
supervising all operations of each Fund (other than those performed by KAM under
the Investment Advisory Agreement), subject to the supervision of the Board of
Trustees. From April 1, 1996 through July 11, 1996, Concord Holding Corporation,
an affiliate of BISYS, served as administrator for the Funds. Prior to April 1,
1996, SBSF served as administrator to the Funds.
For the services rendered to the Funds and related expenses borne by
BISYS as Administrator, each Fund pays BISYS an annual fee, computed daily and
paid monthly, at the following annual rate based on each Fund's average daily
net assets:
.25% for portfolio assets of $50 million and less .15% for portfolio
assets greater than $50 million.
BISYS may periodically waive all or a portion of its fee with respect to any
Fund in order to increase the net income of one or more of the Funds of the
Trust available for distribution to shareholders.
Unless sooner terminated, the Administration Agreement will continue in
effect as to the Funds for a period of one year, and, with respect to each Fund,
for successive one year terms thereafter, unless terminated by either party on
not less than 90 days' prior written notice to the
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<PAGE>
other party. The Administration Agreement provides that BISYS shall not be
liable for any action taken or omitted by BISYS in the absence of bad faith,
willful misfeasance, negligence or reckless disregard by it of its obligations
and duties thereunder.
Under the Administration Agreement, BISYS assists in the Funds'
administration and operation, including providing statistical and research data,
clerical services, internal compliance and various other administrative
services, including among other responsibilities, forwarding certain purchase
and redemption requests to the Transfer Agent, participation in the updating of
the prospectuses, coordinating the preparation, filing, printing and
dissemination of reports to shareholders, coordinating the preparation of income
tax returns, performing certain fund accounting services, maintaining books and
records and providing office facilities necessary to carry out its duties
thereunder.
Under the Administration Agreement, BISYS may delegate all or any part
of its responsibilities to a sub-administrator. Key Asset Management Inc., the
Sub-Administrator to the Funds, performs some of the duties of the
Administrator. Key Asset Management Inc. receives a fee from BISYS for its
services as Sub-Administrator and is reimbursed for expenses incurred by
carrying out the duties of the Sub-Administration Agreement. This fee is
calculated daily, and paid monthly, at an annual rate of up to five
one-hundredths of one per cent (.05%) of each Fund's average daily net assets.
For the fiscal years ended November 30, 1995, 1996, and 1997, the Funds
paid the following amounts for administrative services:
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
FUND 11/30/95(1) 11/30/96 11/30/97
<S> <C> <C> <C>
Federal Money Market Mutual Fund $65,340 $64,632(2) $213,167
Convertible Securities Fund $141,195 $163,169(2) $169,130
</TABLE>
(1) All amounts paid by the Funds for administrative services during
the fiscal years ended November 30, 1994 and 1995 were paid to SBSF, the Funds'
administrator during such fiscal years.
(2) During the period from December 1, 1995 through March 31, 1996,
SBSF served as administrator to the Funds and received fees as follows: Federal
Money Market Fund $22,722 and Convertible Securities Fund $53,761. During the
period from April 1, 1996 through July 11, 1996, Concord Holding Corporation
served as administrator to the Funds and received fees as follows: Federal Money
Market Mutual Fund $15,349 and Convertible Securities Fund $41,268. During the
period from July 11, 1996 through November 30, 1996, BISYS served as
administrator to the Funds and received fees as follows: Federal Money Market
Fund $26,561 and SBSF Convertible Securities Fund $68,140.
Pursuant to a Sub-Administration Agreement dated July 12, 1996, BISYS
had retained KAM to provide the Funds with certain sub-administrative and fund
accounting services. For its services as sub-administrator, BISYS paid KAM an
annual fee of $500,000. In addition, during
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<PAGE>
the period from April 1, 1996 through July 11, 1996, KAM (then known as SBSF)
served as sub-administrator for the Funds pursuant to a Sub-Administration
Agreement between KAM and an affiliate of BISYS, Concord Holding Corporation.
Such prior Sub-Administration Agreement was substantially identical to the
current Sub-Administration Agreement, including the rate of compensation payable
to KAM. And, during the period from April 1, 1996 through the close of the
Funds' fiscal year on November 30, 1996, KAM received a total of $375,000 from
Concord and BISYS for acting as the Funds' sub-administrator.
EXPENSES, DISTRIBUTOR, DISTRIBUTION PLAN, AND SHAREHOLDER
SERVICING PLAN
Except as set forth above, and as set forth below, the Funds are
responsible for the payment of their expenses. Such expenses include, among
others, the fees payable to KAM; any brokerage fees and commissions; taxes;
interest; the cost of any liability insurance or fidelity bonds; costs,
expenses, or losses arising out of any liability of or claim for damages or
other relief asserted against the Funds for violation of any law; legal and
auditing fees and expenses; the fees and certain expenses of the Funds'
Administrator, Custodian, Transfer Agent and Servicing Agent; the fees of any
trade association of which the Funds are a member; the expenses of printing and
mailing reports and notices to the Funds' shareholders; filing fees for the
registration or qualification of Fund shares under federal or state securities
laws; the fees and expenses involved in registering and maintaining registration
of the Funds with the SEC; fees of Trustees who are not "interested persons" of
an investment adviser to or principal underwriter for the Funds; the costs of
registering the Funds as a broker or dealer; the costs of qualifying Fund shares
under state securities laws; the expenses of servicing shareholders and
shareholder accounts not otherwise incurred by the Adviser or the Administrator;
and any extraordinary expenses incurred by the Funds.
As a result of certain regulatory restrictions imposed on banking
organizations and their subsidiaries, the Trust is not permitted to sell shares
of the Funds directly without an independent underwriter. Accordingly, pursuant
to a distribution agreement dated as of July 1, 1996 (the "Distribution
Agreement"), BISYS was appointed to serve as independent underwriter/distributor
for the continuous offering of the shares of the Trust. Under the Distribution
Agreement, BISYS is obligated to devote its best efforts to effect sales of
shares of the Funds, but is not required to sell any certain number of shares.
In addition, under the Distribution Agreement, BISYS may enter into agreements
with selected dealers for the distribution of shares of the Funds. During the
period from April 5, 1995 through June 30, 1996, Concord Financial Group, Inc.,
an affiliate of BISYS, served as the Funds' Distributor.
If not earlier terminated, the Distribution Agreement will continue in
effect for successive terms of one year, provided that such continuance is
specifically approved at least annually (a) by a majority of those members of
the Board of Trustees of the Trust who are not parties to the Agreement or
"interested persons" of any such party (the "Disinterested Trustees"), pursuant
to a vote cast in person at a meeting called for the purpose of voting on such
approval, and (b) by the Board of Trustees of the Trust or by vote of a
"majority of the outstanding voting securities" of each Fund. The Distribution
Agreement may be terminated by the Trust at any time with respect to any Fund,
without the payment of any penalty, by vote of a majority of the Disinterested
Trustees
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<PAGE>
or by vote of a "majority of the outstanding voting securities" of such Fund on
60 days' written notice to BISYS, or by BISYS, at any time, without the payment
of any penalty, on 60 days' written notice to the Fund. The Distribution
Agreement will automatically terminate in the event of its "assignment" as
defined in the 1940 Act.
The Trust also has adopted a Distribution Plan (the "Distribution
Plan") for the Funds pursuant to Rule 12b-1 under the 1940 Act. No separate
payments are authorized to be made by the Funds under the Plan. Rather, the Plan
provides that to the extent that any portion of the fees payable under the
Shareholder Servicing Plan or any Shareholder Servicing Agreement (described
below) is deemed to be for services primarily intended to result in the sale of
Fund shares, such fees are deemed approved and may be paid pursuant to the Plan
and in accordance with Rule 12b-1.
Rule 12b-1 provides that the Distribution Plan will continue in effect
only if approved, at least annually, by a vote of the Board of Trustees,
including a majority of the Trustees who are not "interested persons" of the
Funds and who have no direct or indirect financial interest in the operation of
the Distribution Plan (or any agreements related to it), cast in person at a
meeting called for the purpose of voting on the Plan. The Distribution Plan may
be terminated at any time by a vote of a majority of the outstanding voting
securities of the Funds or a majority of those Trustees who are not "interested
persons" of the Funds and who have no direct or indirect financial interest in
the Distribution Plan or in any agreements related to it.
While the Distribution Plan is in effect, the selection and nomination
of Trustees who are not "interested persons" of the Funds (as defined in the
1940 Act) is committed to the discretion of the Trustees who are not interested
persons of the Funds.
During the period from December 1, 1995 through July 11, 1996, the
Funds operated under a form of the Distribution Plan that permitted each Fund to
compensate and reimburse the Distributor for distribution-related and sales
support or shareholder account services. Pursuant to such Plan, the Convertible
Securities Fund and the Federal Money Market Fund paid $9,735 and $0,
respectively, in fees during such period. All amounts were paid out as
compensation to a dealer in connection with sales of Fund shares. Pursuant to
action by the Trust's Board of Trustees, the current Distribution Plan
(described above) was put in place for the Funds effective July 12, 1996. For
the year ended November 30, 1997, no fees were paid by the Convertible
Securities Fund or the Federal Money Market Fund pursuant to this Plan.
The Trust, on behalf of the Funds, has adopted a Shareholder Servicing
Plan to provide payments to shareholder servicing agents (including affiliates
of the Adviser) (each a "Shareholder Servicing Agent") that provide
administrative support services to customers who may from time to time
beneficially own shares of a Fund, which services may include: (i) aggregating
and processing purchase and redemption requests for shares from customers and
promptly transmitting net purchase and redemption orders to the distributor or
transfer agent; (ii) providing customers with a service that invests the assets
of their accounts in shares pursuant to specific or preauthorized instructions;
(iii) processing dividend and distribution payments on behalf of customers; (iv)
providing information periodically to customers showing their positions in
shares; (v) arranging for bank wires; (vi) responding to customer inquiries;
(vii) providing sub-accounting
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<PAGE>
with respect to shares beneficially owned by customers or providing the
information to the Fund necessary for sub-accounting; (viii) if required by law,
forwarding shareholder communications from the Trust (such as proxies,
shareholder reports, annual and semi-annual financial statements and dividend,
distribution and tax notices) to customers; and (ix) providing such other
similar services as reasonably requested to the extent the Shareholder Servicing
Agent is permitted to do so under applicable statutes, rules or regulations. For
expenses incurred and services provided pursuant to the Shareholder Servicing
Agreement, the Fund pays each Shareholder Servicing Agent a fee computed daily
and payable monthly, in amounts aggregating not more than 0.25% on an annual
basis, of the average daily net assets of the Fund attributable to the
Shareholder Servicing Agent. A Shareholder Servicing Agent may periodically
waive all or a portion of its respective shareholder servicing fees with respect
to the Fund to increase the net income of the Fund available for distribution as
dividends.
During the period from July 12, 1996 to November 30, 1996, the
Convertible Securities Fund paid $8,329 under such Shareholder Servicing Plan.
Also during such period, the Federal Money Market Fund incurred shareholder
servicing fees of $3,426 and expenses of $3,625, all of which was reimbursed by
the Distributor. For the year ended November 30, 1997, the Convertible
Securities Fund paid $57,866 and the Federal Money Market Fund paid $175,564
under the Shareholder Servicing Plan.
CUSTODIAN, TRANSFER AGENT, SERVICING AGENT, AND
DIVIDEND DISBURSING AGENT
Key Trust Company of Ohio, N.A. ("Key Trust" or the "Custodian"), 127
Public Square, Cleveland, Ohio 44114, has been retained as custodian for the
Funds' investments. Key Trust also maintains certain accounting and financial
records of the Funds. Key Trust is a wholly owned subsidiary of KeyBank, a
wholly owned subsidiary of KeyCorp, and an affiliate of the Adviser and receives
compensation from the Funds for services it performs as custodian. More
specifically, under the Mutual Fund Custody Agreement between the Trust, on
behalf of the Funds, and Key Trust, the Funds are obligated to pay Key Trust
asset-based fees for domestic custody services as well as certain
transaction-based fees. For the fiscal years ended November 30, 1996 and 1997,
the Funds paid fees to the Custodian as follows:
FEES PAID FEES PAID
FUND 1997 1996
---- ---- ----
Federal Money Market Fund $26,925 $10,662
Convertible Securities Fund $22,741 $20,537
State Street Bank and Trust Company ("State Street"), 225 Franklin
Street, Boston, MA 02110, is Transfer Agent for the Funds and receives a fee for
this service. Boston Financial Data Services, Inc. ("BFDS"), Two Heritage Drive,
Quincy, MA 02171, acts as dividend disbursing agent and servicing agent for the
Funds pursuant to arrangements with State Street. BFDS receives a fee for these
services.
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<PAGE>
PERFORMANCE INFORMATION
FEDERAL MONEY MARKET FUND
The current and effective yields of the Fund may be quoted in reports,
sales literature, and advertisements published by the Fund. Current yield is
computed by determining the net change exclusive of capital changes in the value
of a hypothetical pre-existing account having a balance of one share at the
beginning of a seven-day calendar period, dividing the net change in account
value by the value of the account at the beginning of the period, and
multiplying the return over the seven-day period by 365/7. For purposes of the
calculation, net change in account value reflects the value of additional shares
purchased with dividends from the original share and dividends declared on both
the original share and any such additional shares, but does not reflect realized
gains or losses or unrealized appreciation or depreciation. Effective yield is
computed by annualizing the seven-day return with all dividends reinvested in
additional Fund shares. The current yield and effective yield for the Federal
Money Market Fund for the seven day period ended November 30, 1997 was 5.16% and
5.18%, respectively, before waivers or reimbursements.
CONVERTIBLE SECURITIES FUND
From time to time, the "standardized yield," "dividend yield,"
"distribution return," "average annual total return," and "total return" of an
investment in Fund shares may be advertised. An explanation of how yields and
total returns are calculated and the components of those calculations are set
forth below.
Yield and total return information may be useful to investors in
reviewing a Fund's performance. A Fund's advertisement of its performance must,
under applicable SEC rules, include the average annual total returns for the
Fund for the 1, 5, and 10-year period (or the life of the Fund, if less) as of
the most recently ended calendar quarter. This enables an investor to compare a
Fund's performance to the performance of other funds for the same periods.
However, a number of factors should be considered before using such information
as a basis for comparison with other investments. An investment in a Fund is not
insured; yield and total return are not guaranteed and normally fluctuate on a
daily basis. Yield and total return for any given past period are not a
prediction or representation by the Trust of future yields or rates of return on
its shares. The yield and total return of a Fund are affected by the types of
investments the Fund holds, operating expenses and credit or interest rate risk.
When redeemed, an investor's shares may be worth more or less than their
original cost.
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<PAGE>
STANDARDIZED YIELDS. A Fund's "yield" (referred to as "standardized
yield") for a given 30-day period for the shares of a Fund is calculated using
the following formula set forth in rules adopted by the SEC that apply to all
funds that quote yields:
Standardized Yield = 2[(a-b+1)(to the 6th power)-1]
------------------------------
cd
The symbols above represent the following factors:
a = dividends and interest earned during the 30-day period.
b = expenses accrued for the period (net of any expense reimbursements).
c = the average daily number of shares of the Fund outstanding during
the 30-day period that were entitled to receive dividends.
d = the maximum offering price per share on the last day of the period,
adjusted for undistributed net investment income.
The standardized yield for a 30-day period may differ from its yield
for any other period. The SEC formula assumes that the standardized yield for a
30-day period occurs at a constant rate for a six-month period and is annualized
at the end of the six-month period. This standardized yield is not based on
actual distributions paid by the Fund to shareholders in the 30-day period, but
is a hypothetical yield based upon the net investment income from the Fund's
portfolio investments calculated for that period. The standardized yield may
differ from the "dividend yield," described below. For the 30-day period ended
November 30, 1997, the Convertible Securities Fund had a yield of 4.36%.
DIVIDEND YIELD AND DISTRIBUTION RETURN. From time to time, a Fund may
quote a "dividend yield" or a "distribution return." Dividend yield is based on
the share dividends derived from net investment income during a stated period.
Distribution return includes dividends derived from net investment income and
from realized capital gains declared during a stated period. Under those
calculations, the dividends and/or distributions declared during a stated period
of one year or less (for example, 30 days) are added together, and the sum is
divided by the maximum offering price per share on the last day of the period.
When the result is annualized for a period of less than one year, the "dividend
yield" is calculated as follows:
Dividend Yield = Dividends + Number of days (accrual period) X 365
-------------------------------------------------
Max. Offering Price (last day of period)
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<PAGE>
TOTAL RETURN. The "average annual total return" is an average annual
compounded rate of return for each year in a specified number of years. It is
the rate of return based on the change in value of a hypothetical initial
investment of $1,000 ("P" in the formula below) held for a number of years ("n")
to achieve an Ending Redeemable Value ("ERV"), according to the following
formula:
P(I+T)(to the nth power) = ERV = Average Annual Total Return
The cumulative "total return" calculation measures the change in value
of a hypothetical investment of $1,000 over an entire period of years. Its
calculation uses some of the same factors as average annual total return, but it
does not average the rate of return on an annual basis. Total return is
determined as follows:
ERV-P
- -----
P = Total Return
Total returns assume that all dividends and capital gain distributions
during the period are reinvested to buy additional shares at net asset value per
share, and that the investment is redeemed at the end of the period.
<TABLE>
<CAPTION>
5 YEARS 10 YEARS
YEAR ENDED ENDED ENDED SINCE
FUND 11/30/97 11/30/97 11/30/97 INCEPTION
<S> <C> <C> <C> <C>
SBSF Convertible Securities Fund 16.26% 97.11% N/A 213.71%
Federal Money Market Fund 4.94% 22.59% N/A 65.61%
</TABLE>
For the periods ended November 30, 1997, the average annual total
returns of the Convertible Securities Fund were as follows:
<TABLE>
<CAPTION>
5 YEARS 10 YEARS
YEAR ENDED ENDED ENDED SINCE
FUND 11/30/97 11/30/97 11/30/97 INCEPTION
<S> <C> <C> <C> <C>
SBSF Convertible Securities Fund 16.26% 14.54% N/A 12.59%
Federal Money Market Fund 4.94% 4.16% N/A 5.34%
</TABLE>
(1) The Convertible Securities Fund's predecessor, SBSF Convertible Securities
Fund, commenced operations on April 14, 1988.
(2) Annualized.
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<PAGE>
OTHER PERFORMANCE COMPARISONS. From time to time, a Fund may publish
the ranking of the performance of its shares by Lipper Analytical Services, Inc.
("Lipper"), a widely-recognized independent mutual fund monitoring service.
Lipper monitors the performance of regulated investment companies, including the
Funds, and ranks the performance of the Funds against (i) all other funds,
excluding money market funds, and (ii) all other government bond funds. The
Lipper performance rankings are based on a total return that includes the
reinvestment of capital gain distributions and income dividends but does not
take sales charges or taxes into consideration.
From time to time, a Fund may publish the ranking of the performance of
its shares by Morningstar, Inc., an independent mutual fund monitoring service
that ranks mutual funds, including the Funds, in broad investment categories
(domestic equity, international equity, taxable bond, municipal bond or other)
monthly, based upon each funds' three, five and ten-year average annual total
returns (when available) and a risk adjustment factor that reflects Fund
performance relative to three-month U.S. Treasury bill monthly returns. Such
returns are adjusted for fees and sales loads. There are five ranking categories
with a corresponding number of stars: highest (5), above average (4), neutral
(3), below average (2), and lowest (1). Ten percent of the funds, series or
classes in an investment category receive 5 stars, 22.5% receive 4 stars, 35%
receive 3 stars, 22.5% receive 2 stars, and the bottom 10% receive one star.
From time to time, the yields and the total returns of the Funds may be
quoted in and compared to other mutual funds with similar investment objectives
in advertisements, shareholder reports or other communications to shareholders.
The Funds also may include calculations in such communications that describe
hypothetical investment results. (Such performance examples will be based on an
express set of assumptions and are not indicative of the performance of any
Fund.) Such calculations may from time to time include discussions or
illustrations of the effects of compounding in advertisements. "Compounding"
refers to the fact that, if dividends or other distributions on a Fund
investment are reinvested by being paid in additional Fund shares, any future
income or capital appreciation of the Fund would increase the value, not only of
the original Fund investment, but also of the additional Fund shares received
through reinvestment. As a result, the value of the Fund investment would
increase more quickly than if dividends or other distributions had been paid in
cash. A Fund may also include discussions or illustrations of the potential
investment goals of a prospective investor (including but not limited to tax
and/or retirement planning), investment management techniques, policies or
investment suitability of Fund, economic conditions, legislative developments
(including pending legislation), the effects of inflation and historical
performance of various asset classes, including but not limited to stocks, bonds
and Treasury bills. From time to time, advertisements or communications to
shareholders may summarize the substance of information contained in shareholder
reports (including the investment composition of a Fund, as well as the views of
the investment adviser as to current market, economic, trade and interest rate
trends, legislative, regulatory and monetary developments, investment strategies
and related matters believed to be of relevance to a Fund. A Fund also may
include in advertisements, charts, graphs or drawings which illustrate the
potential risks and rewards of investment in various investment vehicles,
including but not limited to stock, bonds, Treasury bills and shares of the Fund
as well as charts or graphs which illustrate strategies such as dollar cost
averaging, and comparisons of hypothetical yields of investment in tax-exempt
versus taxable investments. In addition, advertisements or shareholder
communications may include a
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<PAGE>
discussion of certain attributes or benefits to be derived by an investment in a
Fund. Such advertisements or communications may include symbols, headlines or
other material which highlight or summarize the information discussed in more
detail therein. With proper authorization, a Fund may reprint articles (or
excerpts) written regarding a Fund and provide them to prospective shareholders.
Investors also may judge, and the Funds may at times advertise,
performance by comparing it to the performance of other mutual funds or mutual
fund portfolios with comparable investment objectives and policies, which
performance may be contained in various unmanaged mutual fund or market indices
or rankings such as those prepared by Dow Jones & Co., Inc., Standard & Poor's
Corporation, Lehman Brothers, Merrill Lynch, and Salomon Brothers, and in
publications issued by Lipper and in the following publications: IBC's Money
Fund Reports, Value Line Mutual Fund Survey, Ibottson Associates, Morningstar,
CDA/Wiesenberger, Money Magazine, Forbes, Barron's, The Wall Street Journal, The
New York Times, Business Week, American Banker, Fortune, Institutional Investor
and U.S.A. Today. In addition to yield information, general information about
the Funds that appears in a publication such as those mentioned above may also
be quoted or reproduced in advertisements or in reports to shareholders.
Advertisements and sales literature may include discussions of
specifics of the portfolio manager's investment strategy and process, including,
but not limited to, descriptions of security selection and analysis.
Advertisements may also include descriptive information about the
investment adviser, including, but not limited to, its status within the
industry, other services and products it makes available, total assets under
management and its investment philosophy.
When comparing yield, total return and investment risk of an investment
in a Fund with other investments, investors should understand that certain other
investments have different risk characteristics than an investment in shares of
a Fund. For example, certificates of deposit may have fixed rates of return and
may be insured as to principal and interest by the FDIC, while a Fund's returns
will fluctuate and its share values and returns are not guaranteed. Money market
accounts offered by banks also may be insured by the FDIC and may offer
stability of principal. U.S. Treasury securities are guaranteed as to principal
and interest by the full faith and credit of the U.S. government. Money market
mutual funds seek to offer a fixed price per share.
PORTFOLIO TRANSACTIONS AND BROKERAGE
The Adviser is responsible for decisions to buy and sell securities for
the Funds, the selection of brokers and dealers to effect the transactions and
the negotiation of brokerage commissions. Purchases and sales of securities on a
securities exchange are effected through brokers who charge a commission for
their services. Brokerage commissions on United States securities exchanges are
subject to negotiation between the Adviser and the broker.
Fixed income securities and securities traded in the over-the-counter
market, are generally traded on a "net" basis with dealers acting as principal
for their own accounts without a stated
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<PAGE>
commission, although the price of the security usually includes a profit to the
dealer. In underwritten offerings, securities are purchased at a fixed price
which includes an amount of compensation to the underwriter, generally referred
to as the underwriter's concession or discount. On occasion, certain money
market instruments may be purchased directly from an issuer, in which case no
commissions or discounts are paid.
In placing orders for portfolio securities of the Funds, the Adviser is
required to give primary consideration to obtaining the most favorable price and
efficient execution. Within the framework of this policy, the Adviser may
consider the research and brokerage services provided by brokers or dealers who
effect portfolio transactions for the Funds or the Adviser's other clients. Such
research and brokerage services are those which brokerage houses customarily
provide to institutional investors and include statistical and economic data and
research reports on particular companies and industries. Such services are used
by the Adviser in connection with all of its investment activities, and some of
such services obtained in connection with the execution of transactions for the
Funds may be used in managing other investment accounts. Conversely, brokers
furnishing such services may be selected for the execution of transactions of
such other accounts, whose aggregate assets are far larger than the Funds, and
the services furnished by such brokers may be used by the Adviser in providing
investment management for the Funds. Commission rates are established pursuant
to negotiations with brokers based on the quality and quantity of execution
services provided by the broker in the light of generally prevailing rates. In
addition, the Adviser is authorized to pay higher commissions on brokerage
transactions for the Funds to brokers in order to secure research and brokerage
services described above, subject to review by the Fund's Board of Trustees from
time to time as to the extent and continuation of this practice. The allocation
of orders among brokers and the commission rates paid are reviewed periodically
by the Funds' Board of Trustees. On behalf of the Convertible Securities Fund,
the Adviser, during the fiscal year ended November 30, 1997 directed $72,625,188
in aggregate brokerage transactions to brokers due to research and brokerage
services they provided, and such brokers received related commissions of
approximately $46,738.
In addition, for the fiscal years ended November 30, 1995, 1996, and
1997, the Funds paid brokerage commissions approximately as follows:
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
FUND 11/30/97 11/30/96 11/30/95
<S> <C> <C> <C>
Convertible Securities Fund $46,738 $50,000 $55,000
</TABLE>
Transactions in options by the Convertible Securities Fund will be
subject to limitations established by each of the exchanges on which options are
traded governing the maximum number of options which may be written or held by a
single investor or group of investors acting in concert, regardless of whether
the options are written or held on the same or different exchanges or are
written or held in one or more accounts or through one or more brokers. Thus,
the number of options which the Funds may write or hold may be affected by
options written or held by the Adviser and other investment advisory clients of
the Adviser. An exchange may order the
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liquidation of positions found to be in excess of these limits, and it may
impose certain other sanctions.
During the fiscal year ended November 30, 1997, no commissions were paid by the
Funds to brokers who are affiliated persons of the Funds, the Adviser or BISYS.
PURCHASE, REDEMPTION AND PRICING
The net asset value of the shares of each Fund is calculated on each
Business Day. A "Business Day" for the Convertible Securities Fund is a day on
which the New York Stock Exchange ("NYSE") is open for trading and any day
(other than a day on which no shares of the Funds are tendered for redemption
and no order to purchase any shares is received) on which enough trading has
occurred in the securities held by a Fund to materially affect NAV. A "Business
Day" for the Federal Money Market Fund is any day on which the Federal Reserve
Bank of Cleveland or NYSE is open for trading, and any day on which enough
trading has occurred in the securities held by the Fund to materially affect
NAV. The net asset values of shares of the Convertible Securities Fund are
determined as of the close of the NYSE (normally 4:00 P.M., Eastern time), each
Business Day, and the net asset value of shares of the Federal Money Market Fund
is determined at 2:00 P.M., Eastern time, each Business Day. The NYSE will be
closed in observance of the following holidays: New Year's Day, Martin Luther
King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving, and Christmas. The methods of purchase and redemption
of shares, and special retirement, withdrawal and exchange plans offered are
fully set forth in the Prospectuses. Shares may be redeemed by submitting a
written request to the Funds, by check in the case of the Federal Money Market
Fund, or by telephone, as described in the Prospectuses.
With respect to the Convertible Securities Fund, securities traded on
securities exchanges or the NASDAQ National Market are valued at the last sales
price on the exchange where the security is primarily traded or, lacking any
sales, at the mean between the most recent bid and asked quotation. Securities
traded over-the-counter are valued at the mean between the most recent bid and
asked price. Securities for which quotations are not readily available and any
other assets (other than money market instruments) are valued at fair value as
determined in good faith by or under the supervision of the Board of Trustees.
The Federal Money Market Fund values all its portfolio securities at amortized
cost in accordance with Rule 2a-7 under the 1940 Act and procedures adopted
pursuant thereto. The amortized cost method values a security initially at its
cost and thereafter assumes a constant amortization of any discount or premium
regardless of the impact of fluctuating interest rates on the market value of
the security. This method does not take into account unrealized gains or losses.
The Convertible Securities Fund values fixed income securities at market value,
except for money market instruments having a maturity of less than 60 days which
are valued at amortized cost.
Generally, trading in foreign securities, as well as corporate bonds,
United States government securities and money market instruments, is
substantially completed each day at various times prior to the close of the
NYSE. The values of such securities used in computing the net asset values of
the shares of the Convertible Securities Fund are determined as of such times.
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Foreign currency exchange rates also are generally determined prior to the close
of the NYSE. Occasionally, events affecting the values of such securities and
such exchange rates may occur between the times at which they are determined and
the close of the NYSE which will not be reflected in the computation of such
Funds' net asset values. If events materially affecting the value of such
securities occur during such period, then these securities will be valued at
their fair value as determined in good faith by the Board of Trustees.
Pursuant to Rule 11a-3 under the 1940 Act, a Fund is required to give
shareholders at least 60 days' notice prior to terminating or modifying
materially its exchange privilege. Under the Rule, the 60-day notification
requirement may be waived if (1) the only effect of a modification would be to
reduce or eliminate an administrative fee, redemption fee, or deferred sales
charge ordinarily payable at the time of exchange, or (2) a Fund temporarily
suspends the offering of shares as permitted under the 1940 Act or by the SEC,
or because it is unable to invest amounts effectively in accordance with its
investment objective and policies.
The Trust has elected pursuant to Rule 18f-1 under the 1940 Act, to
commit to redeem shares of each Fund solely in cash up to the lesser of $250,000
or 1% of the net asset value of a Fund during any 90-day period for any one
shareholder. Any portion of a redemption not paid in cash may be in securities
or other property. Shareholders receiving securities or other property upon
redemption may realize a gain or loss for tax purposes and may incur additional
costs (e.g., brokerage costs) as well as the inconveniences associated with
disposing of such securities or other property.
FEDERAL INCOME TAXES
The Prospectus describes generally the tax treatment of distributions
by the Funds. This section of the SAI includes additional information concerning
taxes.
Qualification as a "regulated investment company" under the Code
requires, among other things, that (a) at least 90% of each Fund's annual gross
income be derived from interest; payments with respect to securities loans;
dividends; and gains from the sale or other disposition of securities, foreign
currencies or other income (including but not limited to gains from options,
futures, or forward contracts) derived with respect to each Fund's business of
investing in such securities or currencies; (b) for taxable years beginning on
or before August 5, 1997 (this test will not apply to taxable years beginning
after August 5, 1997), each Fund will generally derive less than 30% of its
gross income from gains from the sale or other disposition of certain assets
held for less than 3 months, such as (i) stock or securities; (ii) options,
futures, and forward contracts (other than those on foreign currencies), and
(iii) foreign currencies (including options, futures, and forward contracts on
such currencies) not directly related to the Fund's principal business of
investing in stock or securities (or options and futures with respect to stocks
or securities); and (c) each Fund diversifies its holdings so that, at the end
of each quarter of its taxable year, (i) at least 50% of the market value of
each Fund's assets is represented by cash, U.S. Government securities and other
securities limited in respect of any one issuer to an amount not greater than 5%
of each Fund's assets and 10% of the outstanding voting securities of such
issuer, and (ii) not more than 25% of the value of its assets is invested in the
securities of any one issuer (other than U.S. Government securities and the
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securities of other regulated investment companies), or of two or more issuers
which the Fund controls and which are determined to be engaged in the same or
similar trades or businesses or related trades or businesses. As a regulated
investment company, each Fund will not be subject to federal income tax on its
net investment income and any net capital gains distributed to its shareholders,
provided that it distributes to its shareholders at least 90% of its net
investment income, any short term capital gains, and any net tax-exempt income
earned in each year.
Generally, dividends and capital gain distributions are taxable to
shareholders when they are received. However, such dividends and distributions
declared payable as of a record date in October, November or December of any
calendar year are deemed under the Code to have been paid by a Fund and received
by the shareholder on December 31 of that calendar year if the dividend is
actually paid in the following January. Such dividends and distributions will,
accordingly, be taxable to the recipient shareholders in the year in which the
record date falls.
All income received by each Fund from sources within foreign countries
(e.g., interest dividends) may be subject to withholding and other taxes imposed
by such countries. Tax conventions between certain countries and the United
States may reduce or eliminate such taxes. Because not more than 50% of the
value of the total assets of any Fund is expected to consist of securities of
foreign issuers, no Fund will be eligible to elect to "pass through" foreign tax
credits to shareholders.
Gains or losses on sales of portfolio securities by each Fund generally
will be long-term capital gains or losses if the securities have been held by it
for more than one year, except in certain cases including where a Fund acquires
a put or grants a call thereon. Gain recognized on the disposition of a debt
obligation (including tax-exempt obligations purchased after April 30, 1993)
purchased by a Fund at a market discount (generally, at a price less than its
principal amount) will generally be treated as ordinary income to the extent of
the portion of the market discount which accrued during the period of time the
Fund held the debt obligation. To the extent that a Fund recognizes long-term
capital gains, such gains will be distributed at least annually. Such
distributions will be taxable to shareholders as long-term capital gains,
regardless of how long a shareholder has held Fund shares. These distributions
will be designated as capital gain distributions in a written notice mailed by
the Fund to shareholders not later than 60 days after the close of the Fund's
taxable year.
If an option granted by a Fund lapses or is terminated through a
closing transaction, such as a repurchase by such Fund of the option from its
holder, the Fund will realize a short-term capital gain or loss, depending on
whether the premium income is greater or less than the amount paid by the Fund
in the closing transaction. If securities are sold by a Fund pursuant to the
exercise of a call option granted by it, the Fund will add the premium received
to the sale price of the securities delivered in determining the amount of gain
or loss on the sale. If securities are purchased by a Fund pursuant to the
exercise of a put option granted by it, the Fund will subtract the premium
received from its cost basis in the securities purchased.
Under Section 1256 of the Code, gain or loss recognized by a Fund from
certain financial forward, futures and options transactions is treated as 60%
long-term capital gain (or loss) and 40%
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short-term capital gain (or loss) (the "60%/40% rule"). Gain or loss may arise
upon the exercise or lapse of such forward contracts, futures and options as
well as from closing transactions. In addition, any of such forward contracts,
futures or options remaining unexercised at the end of the regulated investment
company's taxable year are treated as sold for their then fair market value,
resulting in additional gain or loss to the Fund characterized in the manner
described above (the "marked-to-market rule"). Transactions that qualify as
designated hedges are excepted from the marked-to-market rule and 60%/40% rule.
All or a portion of the gain or loss from the disposition of non-U.S. dollar
denominated securities (including debt instruments, certain financial forward,
futures and option contracts, and certain preferred stock) may be treated as
ordinary income or loss under Section 988 of the Code (relating to the taxation
of foreign currency transactions). Furthermore, all or a portion of the gain
realized from engaging in "conversion transactions" may be treated as ordinary
income under Section 1258 of the Code. Conversion transactions are defined to
include certain forward, futures, option and straddle transactions, transactions
marketed or sold to produce capital gains, or transactions described in Treasury
regulations to be issued in the future.
Offsetting positions held by a Fund involving certain financial
forward, futures or option contracts may be considered, for tax purposes, to
constitute "straddles." Straddles are defined to include "offsetting positions"
in actively traded personal property. The tax treatment of straddles is governed
by Section 1092 of the Code which, in certain circumstances, overrides or
modifies the provisions of Section 1256. If a Fund is considered to be in a
straddle because it entered into certain financial forward, futures or option
positions, the straddle could be characterized as "mixed straddle" if the
positions comprising the straddle are ordinarily governed by Section 1256. The
Fund may make one or more elections with respect to a mixed straddle, and,
depending upon the election(s) made, if any, the tax consequences with respect
to the mixed straddle may differ. Generally, to the extent the straddle rules
apply to positions established by a Fund, losses realized by the Fund may be
deferred to the extent of unrealized gain in any offsetting positions. Moreover,
as a result of the straddle and the conversion transaction rules, short-term
capital loss on straddle positions may be recharacterized as long-term capital
loss, and long-term capital gain may be characterized as short-term capital gain
or ordinary income.
If a Fund purchases shares in a "passive foreign investment company"
("PFIC"), the Fund may be subject to federal income tax and an interest charge
imposed by the IRS upon certain distributions from the PFIC or its disposition
of PFIC shares (regardless of whether the Fund makes any distributions to its
shareholders). If a Fund invests in a PFIC, the Fund may make an available
election to "mark-to-market" its PFIC shares. Under the election, the Fund will
be treated as recognizing at the end of each taxable year as ordinary income
(but not loss) the excess, if any, of the fair market value of its interest in
PFIC shares over its basis in such shares. Although such excess will be taxable
to the Fund notwithstanding any distributions by the PFIC, the Fund will not be
subject to federal income tax or the interest charge with respect to its PFIC
shares. Alternatively, a Fund may make a "qualified electing fund" election
pursuant to which the Fund includes its ratable share of capital gains and
ordinary income from the PFIC (but not loss), irrespective of whether it
receives any distributions from the PFIC. Under this election, the Fund would
not be subject to federal income tax or the interest charge as well.
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<PAGE>
Sales charges incurred to acquire Fund shares with reinvestment rights
are not taken into account when calculating the gain or loss on the disposition
of such Fund shares, if (i) the shares are disposed of within 90 days of
acquisition and (ii) Fund shares or shares of another regulated investment
company are purchased subsequently at a reduced or eliminated sales charge,
pursuant to the reinvestment rights attendant with the initial acquisition of
Fund shares. Any sales charge not taken into account is treated as having been
incurred in the subsequent acquisition. In addition, any loss realized on a
redemption or exchange of shares of a Fund will be disallowed to the extent
substantially identical shares are reacquired within the 61-day period beginning
30 days before and ending 30 days after the disposition date of such Fund
shares.
If a shareholder receives a designated capital gain distribution on a
Fund share and such Fund share is held for six months or less, then (unless
otherwise disallowed) any loss on the sale or exchange of that Fund share will
be treated as a long-term capital loss to the extent of the designated capital
gain distribution. In addition, any loss realized by a shareholder upon the sale
or redemption of Fund shares held less than six months will be disallowed to the
extent of any tax-exempt interest dividends received by the shareholder thereon.
These rules shall not apply to losses incurred under a periodic redemption plan.
As of the printing of this SAI, the maximum individual tax rate
applicable to ordinary income is 39.6% (marginal rates may be higher for some
individuals due to phase out of exemptions and elimination of deductions); the
maximum individual tax rate applicable to net capital gains is 28%; and the
maximum corporate tax rate applicable to ordinary income and net capital gains
is 35%. However, to eliminate the benefit of lower marginal corporate income tax
rates, corporations which have taxable income in excess of $100,000 for a
taxable year will be required to pay an additional amount of income tax of up to
$11,750 and corporations which have taxable income in excess of $15,000,000 for
a taxable year will be required to pay an additional amount of income tax of up
to $100,000.
An individual investor may be entitled to invest in Fund shares through
a tax-deferred retirement plan. Under the Code, an individual who is not active
participant (and does not have a spouse who is an active participant) in certain
types of retirement plans ("qualified retirement plans") may deduct
contributions to an individual retirement account ("IRA"), up to specified
limits ("deductible contributions"). Contributions to an IRA and investment
earnings thereon are generally tax-deferred until withdrawn.
The maximum annual deductible contribution to an IRA for individuals
under age seventy and a half is 100% of includible compensation up to a maximum
of $2,000 for single individuals and $4,000 for a married couple regardless of
whether both spouses earn income (together the "IRA contribution limits"). A
deductible contribution is also available for single individual taxpayers and
married couples who are active participants in qualified retirement plans but
who have adjusted gross incomes which do not exceed certain specified limits. If
their adjusted gross income exceeds these limits, the amount of the deductible
contribution is phased down and eventually eliminated.
Any individual who works may make "nondeductible" contributions to an
IRA in addition to any deductible contributions. Nondeductible contributions are
taxable, but investment earnings
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thereon in the IRA are tax deferred until withdrawn. Aggregate deductible and
nondeductible contributions are limited to the IRA contribution limits discussed
above. Aggregate contributions in excess of the applicable IRA contribution
limit are "excess contributions." In addition, contributions made to an IRA for
the year in which an individual attains the age of seventy and a half, or any
year thereafter, are also excess contributions. Excess contributions are subject
to a 6% excise tax penalty which is charged each year that the excess
contribution remains in the IRA.
An employer may also contribute to an individual's IRA as part of a
Simplified Employee Pension Plan, known as a "SEP-IRA," established prior to
January 1, 1996, or a SIMPLE plan established after December 31, 1996, both
through a shareholder servicing agent or a selling agent. Participating
employers may make an annual contribution to each employee through a SEP-IRA in
an amount up to the lesser of 15% of such employee's earned income of $30,000,
subject to certain provisions of the Code. Under a SIMPLE plan, an employee may
contribute up to $6,000 annually to his or her own IRA, and the employer must
generally match such contributions up to 3% of the employee's annual salary.
However, an employer may elect to match contributions for all eligible employees
at a rate lower than 3% (but no lower than 1%) of each employee's compensation,
in some circumstances. Alternatively, the employer may elect under the SIMPLE
formula to contribute to the employee's IRA 2% of the lesser of his or her
earned income or $150,000.
FOREIGN SHAREHOLDERS. Under the Code, distributions of net investment
income by a Fund to a nonresident alien individual, nonresident alien fiduciary
of a trust or estate, foreign corporation, or foreign partnership (a "foreign
shareholder") will be subject to U.S. withholding(at a rate of 30% or a lower
treaty rate). Withholding will not apply if a dividend paid by a Fund to a
foreign shareholder is "effectively connected" with a U.S. trade or business, in
which case the reporting and withholding requirements applicable to U.S.
citizens, U.S. residents or domestic corporations will apply. Distributions of
net long-term capital gains are not subject to tax withholding, but in the case
of a foreign shareholder who is a nonresident alien individual, such
distributions ordinarily will be subject to U.S. withholding tax at a rate of
30% if the individual is physically present in the U.S. for more than 182 days
during the taxable year.
OTHER MATTERS. Investors should be aware that the investments to be
made by a Fund may involve sophisticated tax rules such as the original issue
discount rules that would result in income or gain recognition by the Fund,
without corresponding cash receipts. Although the Funds will seek to avoid
significant noncash income, such noncash income could be recognized by the
Funds, in which case a Fund may distribute cash derived from other sources in
order to meet the minimum distribution requirements described above.
The foregoing discussion is based upon the federal tax laws in effect
as of the date of this SAI and summarizes only some of the important federal
income tax considerations generally affecting the Funds and their shareholders.
It is not intended as a substitute for careful tax planning. Investors should
consult their tax advisors with respect to their specific tax situations as well
as with respect to state and local taxes.
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ADDITIONAL INFORMATION
The Trust is an open-end series management investment company that was
organized as a corporation under the laws of the State of Delaware. The Board of
Trustees of the Trust has authorized the issuance of shares of common stock
which represent interests in thirty separate investment portfolios:
The Victory Convertible Securities Fund
The Victory Federal Money Market Fund
The Victory LifeChoice Conservative Investor Fund
The Victory LifeChoice Moderate Investor Fund
The Victory LifeChoice Growth Investor Fund
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
As of the date of this SAI, the Trust offers shares of each of the Funds. Shares
of each Fund of the Trust are redeemable at the net asset value thereof at the
option of the holders thereof or in certain circumstances at the option of the
Trust. For information concerning the methods of redemption and the rights of
share ownership, see the Prospectuses under the caption "Redeeming Shares."
Generally, on each matter submitted to a vote of shareholders, each
shareholder is entitled to one vote per share. In addition, all shares of each
Fund vote as a single class; provided, however,
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that (i) as to any matter with respect to which a separate vote of any Fund is
required by the 1940 Act or under the Maryland General Corporation Law, the
requirements as to a separate vote by that Fund apply in lieu of single class
voting; (ii) in the event that the separate vote requirements referred to in (i)
apply with respect to one or more Funds, then, subject to (iii) below, the
shares of all other Funds vote as a single class; and (iv) as to any matter
which does not affect the interest of a particular Fund, only the holders of
shares of the one or more affected Funds are entitled to vote. And,
notwithstanding any provision of the Delaware General Corporation Law requiring
a greater portion than a majority of the votes entitled to be cast in order to
take or authorize any action, any such action may be taken or authorized upon
the concurrence of a majority of the aggregate number of votes entitled to be
cast thereon.
Shares of the Funds have no subscription or preemptive rights and only
such conversion or exchange privileges as the Trustees may grant in their
discretion.
Generally, a special meeting of shareholders of the Trust will be
called by the Secretary upon receipt of a request in writing signed by
stockholders holding not less than 25% of the Common Stock at the time issued
and outstanding and entitled to vote thereat.
INDEPENDENT ACCOUNTANTS AND REPORTS
Coopers & Lybrand L.L.P., 100 East Broad Street, Columbus, OH 43315,
acts as independent accountants for the Funds, and in that capacity audits the
Funds' annual financial statements.
The Annual Reports of the Funds for the fiscal year ended November 30,
1996, and the reports thereon of the Funds' former independent accountants,
Price Waterhouse LLP, dated January 15, 1997, and for the fiscal year ended
November 30, 1997, and the reports thereon of the Funds' independent
accountants, Coopers & Lybrand L.L.P., dated January 16, 1998, are incorporated
by reference in this SAI. The Letters to Shareholders contained in such Annual
Reports are not incorporated by reference and are not part of the registration
statement or this SAI.
COUNSEL
Kramer, Levin, Naftalis, & Frankel, 919 Third Avenue, New York, N.Y.
10022 serves as legal counsel to the Trust. Morrison & Foerster LLP, 2000
Pennsylvania Avenue, NW, Washington, DC 20006 was formerly legal counsel to the
Trust.
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APPENDIX
APPENDIX A
MOODY'S INVESTORS SERVICE, INC. ("MOODY'S")
MOODY'S LONG-TERM DEBT RATINGS
Aaa Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred
to as "gilt edged." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong
position of such issues.
Aa Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high-grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities
or fluctuation of protective elements may be of greater amplitude or
there may be other elements present which make the long-term risk
appear somewhat larger than the Aaa securities.
A Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper-medium-grade obligations. Factors
giving security to principal and interest are considered adequate, but
elements may be present which suggest a susceptibility to impairment
some time in the future.
Baa Bonds which are rated Baa are considered as medium-grade obligations
(i.e., they are neither highly protected nor poorly secured). Interest
payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding
investment characteristics and in fact have speculative characteristics
as well.
Ba Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well-assured. Often the protection of
interest and principal payments may be very moderate, and thereby not
well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class.
B Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time
may be small.
Caa Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to
principal or interest.
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Ca Bonds which are rated Ca represent obligations which are speculative in
a high degree. Such issues are often in default or have other marked
shortcomings.
C Bonds which are rated C are the lowest rated class of bonds, and issues
so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.
Bonds rated Aaa, Aa, A and Baa are considered investment grade bonds.
Note: Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
classification from Aa through B. The modifier 1 indicates that the obligation
ranks in the higher end of its generic rating category; the modifier 2 indicates
a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of
that generic rating category.
MOODY'S SHORT-TERM DEBT RATINGS
Moody's short-term debt ratings are opinions of the ability of issuers
to repay punctually senior debt obligations. These obligations have an original
maturity not exceeding one year, unless explicitly noted.
Moody's employs the following three designations, all judged to be
investment grade, to indicate the relative repayment ability of rated issuers:
PRIME-1 Issuers rated Prime-1 (or supporting institutions) have a
superior ability for repayment of senior short-term debt
obligations. Prime-1 repayment ability will often be evidenced by
many of the following characteristics:
Leading market positions in well-established industries.
High rates of return on funds employed.
Conservative capitalization structure with moderate reliance on debt and
ample asset protection.
Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.
Well-established access to a range of financial markets and assured sources
of alternate liquidity.
PRIME-2 Issuers rated Prime-2 (or supporting institutions) have a strong
ability for repayment of senior short-term debt obligations. This
will normally be evidenced by many of the characteristics cited
above but to a lesser degree. Earnings trends and coverage
ratios, while sound, may be more subject to variation.
Capitalization characteristics, while still appropriate, may be
more affected by external conditions. Ample alternate liquidity
is maintained.
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PRIME-3 Issuers rated Prime-3 (or supporting institutions) have an
acceptable ability for repayment of senior short-term
obligations. The effect of industry characteristics and market
compositions may be more pronounced. Variability in earnings and
profitability may result in changes in the level of debt
protection measurements and may require relatively high financial
leverage. Adequate alternate liquidity is maintained.
NOT PRIME Issuers rated Not Prime do not fall within any of the Prime
rating categories.
STANDARD & POOR'S CORPORATION ("STANDARD & POOR'S")
STANDARD & POOR'S LONG-TERM ISSUE CREDIT RATINGS
AAA An obligation rated 'AAA' has the highest rating assigned by Standard &
Poor's. The obligor's capacity to meet its financial commitment on the
obligation is extremely strong.
AA An obligation rated 'AA' differs from the highest rated obligations
only in small degree. The obligor's capacity to meet its financial
commitment on the obligation is very strong.
A An obligation rated 'A' is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than
obligations in higher rated categories. However, the obligor's capacity
to meet its financial commitment on the obligation is still strong.
BBB An obligation rated 'BBB' exhibits adequate protection parameters.
However, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity of the obligor to meet its
financial commitment on the obligation.
Issues rated in the four highest categories, AAA, AA, A and BBB, are
generally considered investment grade.
Obligations rated 'BB', 'B', 'CCC', 'CC' and 'C' are regarded as having
significant speculative characteristics. While such obligations will likely have
some quality and protective characteristics, these may be outweighed by large
uncertainties or major exposures to adverse conditions.
BB An obligation rated 'BB' is less vulnerable to nonpayment than other
speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial or economic conditions which
could lead to the obligor's inadequate capacity to meet its financial
commitment on the obligation.
B An obligation rated 'B' is more vulnerable to nonpayment than
obligations rated 'BB', but the obligor currently has the capacity to
meet its financial commitment on the obligation. Adverse business,
financial or economic conditions will likely impair the obligor's
capacity or willingness to meet its financial commitment on the
obligation.
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CCC An obligation rated 'CCC' is currently vulnerable to nonpayment, and is
dependent upon favorable business, financial and economic conditions
for the obligor to meet its financial commitment on the obligation. In
the event of adverse business, financial or economic conditions, the
obligor is not likely to have the capacity to meet its financial
commitment on the obligation.
CC An obligation rated 'CC' is currently highly vulnerable to nonpayment.
C The 'C' rating may be used to cover a situation where a bankruptcy
petition has been filed or similar action has been taken, but payments
on this obligation are being continued.
D An obligation rated 'D' is in payment default. The 'D' rating category
is used when payments on an obligation are not made on the date due
even if the applicable grace period has not expired, unless Standard &
Poor's believes that such payments will be made during such grace
period. The 'D' rating also will be used upon the filing of a
bankruptcy petition or the taking of a similar action if payments on an
obligation are jeopardized.
The ratings from 'AA' to 'CCC' may be modified by the addition of a
plus (+) or minus (-) sign to show relative standing within the major rating
categories.
The symbol 'r' is attached to the ratings of instruments with
significant noncredit risks. It highlights risks to principal or volatility of
expected returns which are not addressed in the credit rating. Examples include
obligations linked or indexed to equities, currencies or commodities;
obligations exposed to severe prepayment risk, such as interest-only or
principal-only mortgage securities; and obligations with unusually risky
interest terms, such as inverse floaters.
STANDARD & POOR'S SHORT-TERM ISSUE CREDIT RATINGS
Issues assigned A ratings are regarded as having the greatest capacity
for timely payment. Issues in this category are further refined with the
designation 1, 2 or 3 to indicate the relative degree of safety.
A-1 A short-term obligation rated 'A-1' is rated in the highest category by
Standard & Poor's. The obligor's capacity to meet its financial
commitment on the obligation is strong. Within this category, certain
obligations are designated with a plus sign (+). This indicates that
the obligor's capacity to meet its financial commitment on these
obligations is extremely strong.
A-2 A short-term obligation rated 'A-2' is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions
than obligations in higher rating categories. However, the obligor's
capacity to meet its financial commitment on the obligation is
satisfactory.
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A-3 A short-term obligation rated 'A-3' exhibits adequate protection
parameters. However, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity of the
obligor to meet its financial commitment on the obligation.
B A short-term obligation rated 'B' is regarded as having significant
speculative characteristics. The obligor currently has the capacity to
meet its financial commitment on the obligation; however, it faces
major ongoing uncertainties which could lead to the obligor's
inadequate capacity to meet its financial commitment on the obligation.
C A short-term obligation rated 'C' is currently vulnerable to nonpayment
and is dependent upon favorable business, financial, and economic
conditions for the obligor to meet its financial commitment on the
obligation.
D A short-term obligation rated 'D' is in payment default. The 'D' rating
category is used when payments on an obligation are not made on the
date due even if the applicable grace period has not expired, unless
Standard & Poor's believes that such payments will be made during such
grace period. The 'D' rating also will be used upon the filing of a
bankruptcy petition or the taking of a similar action if payments on an
obligation are jeopardized.
VF-CS-FM-SAI(3/98)
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THE VICTORY PORTFOLIOS
VICTORY LIFECHOICE FUNDS
CONSERVATIVE INVESTOR FUND
MODERATE INVESTOR FUND
GROWTH INVESTOR FUND
STATEMENT OF ADDITIONAL INFORMATION
MARCH 23, 1998
This Statement of Additional Information is not a prospectus and should be read
in conjunction with the Prospectus of The Victory LifeChoice Funds (formerly the
KeyChoice Funds) for Victory Conservative Investor Fund (formerly the KeyChoice
Income and Growth Fund), Victory Moderate Investor Fund (formerly the KeyChoice
Moderate Growth Fund), and Victory Growth Investor Fund (formerly the KeyChoice
Growth Fund), dated March 20, 1998, as amended or supplemented from time to
time. This Statement of Additional Information is incorporated by reference in
its entirety into the Prospectus for the Victory Conservative Investor Fund,
Victory Moderate Investor Fund, and Victory Growth Investor Fund. A copy of the
Prospectus may be obtained by writing to The Victory Portfolios at P.O. Box
8527, Boston, MA 02266-8527, or by telephoning toll free 800-539-FUND or
800-539-3863.
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TABLE OF CONTENTS
INVESTMENT OBJECTIVES AND POLICIES 3
Additional Information on Fund Investments 3
Additional Information Regarding Certain of the
Proprietary Portfolios' Investments 5
INVESTMENT RESTRICTIONS OF THE FUNDS 18
PORTFOLIO TURNOVER 20
MANAGEMENT OF THE FUNDS 20
MANAGEMENT OF THE PROPRIETARY PORTFOLIOS 23
SECURITY HOLDERS 23
THE INVESTMENT ADVISER OF THE FUNDS 23
The Investment Advisers of the Proprietary Portfolios 25
ADMINISTRATOR OF THE FUNDS 27
EXPENSES, DISTRIBUTOR, AND DISTRIBUTION PLAN 28
CUSTODIAN, TRANSFER AGENT, AND DIVIDEND DISBURSING AGENT 29
PERFORMANCE INFORMATION 30
PORTFOLIO TRANSACTIONS AND BROKERAGE 32
PURCHASE, REDEMPTION, AND PRICING 33
DIVIDENDS AND DISTRIBUTIONS 34
FEDERAL INCOME TAXES 40
ADDITIONAL INFORMATION 40
INDEPENDENT ACCOUNTANTS 40
LEGAL COUNSEL 40
APPENDIX A 41
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INVESTMENT OBJECTIVES AND POLICIES
The Victory Portfolios (the "Trust") is a professionally managed,
open-end series investment company consisting of 30 separate series, three of
which (each a "Fund" and, collectively, the "Funds") are described in this
Statement of Additional Information (the "SAI"). Each Fund is a separately
managed, diversified mutual fund with its own investment objective and policies.
Each Fund has been constructed as a "fund of funds," which means that it pursues
its investment objective primarily by allocating its investments among funds of
The Victory Portfolios (the "Proprietary Portfolios"). The Funds also may invest
a portion of their assets in shares of investment companies that are not part of
the same group of investment companies as The Victory Portfolios (the "Other
Portfolios"). (Proprietary Portfolios and Other Portfolios are sometimes
referred to herein as "Underlying Portfolios.")
The three Funds and their investment objectives are:
VICTORY CONSERVATIVE INVESTOR FUND
The investment objective of the Victory Conservative Investor Fund (the
"Conservative Investor Fund") is to seek to provide current income combined with
moderate growth of capital. The Conservative Investor Fund seeks to achieve its
objective by allocating its assets among Underlying Portfolios that invest in
fixed income securities and, to a lesser extent, equity securities.
VICTORY MODERATE INVESTOR FUND
The investment objective of the Victory Moderate Investor Fund (the
"Moderate Investor Fund") is to seek to provide growth of capital combined with
a moderate level of current income. The Moderate Investor Fund seeks to achieve
its objective by allocating its assets among Underlying Portfolios that invest
in equity securities and, to a lesser extent, fixed income securities.
VICTORY GROWTH INVESTOR FUND
The investment objective of the Victory Growth Investor Fund (the
"Growth Investor Fund") is to seek to provide growth of capital. The Growth
Investor Fund seeks to achieve its objective by allocating its assets primarily
among Underlying Portfolios that invest primarily in equity securities. A small
portion of the portfolio consists of fixed-income securities.
ADDITIONAL INFORMATION ON FUND INVESTMENTS
The Investment Company Act of 1940, as amended (the "1940 Act") permits
the Funds to invest without limitation in other investment companies that are
part of the same "group of investment companies" (as defined in the 1940 Act) as
the Trust, provided that certain limitations are observed. Generally, these
limitations require that a fund of funds (a) limit its investments to shares of
other investment companies that are part of the same "group of investment
companies" (as defined in the 1940 Act) as the fund of funds, government
securities, and short-term paper; (b) observe certain limitations on the amount
of sales loads and distribution-related fees that are borne by shareholders of
the fund of funds; and (c) do not invest in other funds of funds. Pursuant to an
Exemptive Order issued by the Securities and Exchange Commission (the
"Commission), the Funds may invest in investment portfolios of the Proprietary
Portfolios and in shares of the Other Portfolios that are not part of the same
group of investment companies as the Funds. A Fund and its affiliates,
collectively, may acquire no more than 3% of the total outstanding stock of any
Other Portfolio.
Because of their investment objectives and policies, the Funds will
concentrate (i.e., invest 25% or more of their total assets) in the mutual fund
industry. In addition, a Fund may invest in a Proprietary Portfolio or Other
Portfolio (collectively, the "Underlying Portfolios") which concentrates 25% or
more of its total assets in any one industry. Investments by a Fund in
securities issued or guaranteed by the U.S. Government or its agencies or
instrumentalities or in repurchase agreements collateralized by the foregoing
equalling 25% or more of the Fund's total assets will not be considered
"concentration" by such Fund in the industry of the issuer(s) of such
securities.
The Prospectus more fully addresses the subject of each Fund's and each
Proprietary Portfolio's investment objectives, as well as the investment
policies that the Funds apply in seeking to meet those objectives. The following
disclosures will supplement that information more specifically by detailing the
types of securities and other instruments in which the Proprietary
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Portfolios may invest, the strategies behind, and the risks associated with,
such investing. Note that there can be no assurance given that the respective
investment objectives of the Funds or the Proprietary Portfolios will be
achieved.
VICTORY PORTFOLIOS:
Value Fund. The Value Fund seeks to provide long-term growth of capital
and dividend income. The fund pursues this objective by investing primarily in a
diversified group of common stocks with an emphasis on companies with above
average total return potential.
Diversified Stock Fund. The Diversified Stock Fund seeks to provide
long-term growth of capital. The fund pursues this investment objective by
investing primarily in common stocks and securities convertible into common
stocks issued by established domestic and foreign companies.
Growth Fund. The Growth Fund seeks to provide long-term growth of
capital. The fund pursues this objective by investing primarily in common stocks
of issuers listed on a nationally recognized exchange with an emphasis on
companies with superior prospects for long-term earnings growth and price
appreciation.
Special Value Fund. The Special Value Fund seeks to provide long-term
growth of capital and dividend income. The fund pursues this objective by
investing primarily in common stocks of small and medium-sized companies listed
on a nationally recognized exchange with an emphasis on companies with above
average total return potential.
Special Growth Fund. The Special Growth Fund seeks capital
appreciation. The fund pursues this investment objective by investing primarily
in equity securities of companies that have market capitalizations of $750
million or less at the time of purchase.
International Growth Fund. The International Growth Fund seeks to
provide capital growth consistent with reasonable investment risk. The fund
pursues this objective by investing primarily in equity securities of foreign
corporations, most of which will be denominated in foreign currencies.
Real Estate Investment Fund. The Real Estate Investment Fund seeks to
provide total return through investments in real estate-related securities. The
fund pursues this investment objective by investing primarily in equity
securities, including real estate investment trusts (REITs), rights to purchase
these securities, convertible securities, and preferred stocks.
Convertible Securities Fund. The Convertible Securities Fund's
investment objective is to seek a high level of current income together with
long-term capital appreciation. The Convertible Securities Fund invests
primarily in convertible bonds, corporate notes, convertible preferred stocks,
and other securities convertible into common stock.
Government Mortgage Fund. The Government Mortgage Fund seeks to provide
a high level of current income consistent with safety of principal. The fund
pursues this objective by investing exclusively in obligations issued or
guaranteed by the U.S. Government or its agencies or instrumentalities.
Investment Quality Bond Fund. The Investment Quality Bond Fund seeks to
provide a high level of income. The fund pursues this objective by investing
primarily in investment-grade bonds issued by corporations and the U.S.
Government and its agencies or instrumentalities.
Fund For Income. The Fund For Income seeks to provide a high level of
current income consistent with preservation of shareholders' capital. The fund
pursues this objective by investing primarily in selected mortgage-related
securities.
Intermediate Income Fund. The Intermediate Income Fund seeks to provide
a high level of income. The fund pursues this objective by investing in debt
securities issued by corporations and the U.S. Government and its agencies and
instrumentalities.
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Limited Term Income Fund. The Limited Term Income Fund seeks to provide
income consistent with limited fluctuation of principal. The fund pursues this
objective by investing in a portfolio of high-grade, fixed-income securities
with a dollar-weighted average maturity of one to five years, based on remaining
maturities.
Financial Reserves Fund. The Financial Reserves Fund seeks to obtain as
high a level of current income as is consistent with preserving capital and
providing liquidity. The fund pursues this objective by investing primarily in a
portfolio of high-quality U.S. denominated money market instruments. The fund
seeks to maintain a constant net asset value of $1.00 per unit of beneficial
interest, and shares of the Fund are offered at net asset value.
OTHER PORTFOLIOS:
The Funds do not pay any front end sales loads or contingent deferred
sales charges in connection with the purchase or redemption of shares of the
Other Portfolios. In addition, to the extent required by the 1940 Act or the
terms of any exemptive order received by the Funds from the Commission, the
sales charges, distribution related fees and service fees related to shares of
the Funds will not exceed the limits set forth in the Conduct Rules of the NASD
when aggregated with any sales charges, distribution related fees and service
fees that the Funds pay relating to Other Portfolio shares.
The PBHG Growth Fund. The PBHG Growth Fund seeks capital appreciation.
The PBHG Growth Fund will seek to achieve its objective by investing primarily
in common stocks and convertible securities of small to mid-size companies the
advisor believes have an outlook for strong earnings growth and the potential
for significant capital appreciation.
The Neuberger&Berman Genesis Fund. The investment objective of the
Neuberger&Berman Genesis Fund is to seek capital appreciation. The
Neuberger&Berman Genesis Fund pursues this objective by investing primarily in
common stocks of companies with small market capitalizations. The
Neuberger&Berman Genesis Fund regards companies with market capitalization of up
to $1.5 billion at the time of investment as small-cap companies.
The Loomis Sayles Bond Fund. The Loomis Sayles Bond Fund's investment
objective is high total investment return through a combination of current
income and capital appreciation. The Loomis Sayles Bond Fund seeks to achieve
its objective by normally investing substantially all of its assets in fixed
income securities, although up to 20% of its assets may be invested in preferred
stocks. At least 65% of the Loomis Sayles Bond Fund's total assets will normally
be invested in bonds.
OTHER INVESTMENTS
Short-Term Obligations. Normally, each of the Funds will be
predominantly invested in shares of other mutual funds. Under certain
circumstances, however, a Fund may invest in short-term obligations. To the
extent that a Fund's assets are so invested, they will not be invested so as to
meet its investment objective. The instruments may include high-quality liquid
debt securities such as commercial paper, certificates of deposit, bankers'
acceptances, repurchase agreements with maturities of less than seven days, and
debt obligations backed by the full faith and credit of the U.S. Government.
These instruments are described below in the section of this Statement of
Additional Information describing the permissible investments of the Proprietary
Portfolios.
ADDITIONAL INFORMATION REGARDING CERTAIN OF THE PROPRIETARY PORTFOLIOS'
INVESTMENTS
The following policies supplement the descriptions of the investment
objectives and policies of the Proprietary Portfolios as set forth above and in
the Prospectus.
Bankers' Acceptances and Certificates of Deposit. Certain of the
Proprietary Portfolios may invest in bankers' acceptances, certificates of
deposit, and demand and time deposits. Bankers' acceptances are negotiable
drafts or bills of exchange typically drawn by an importer or exporter to pay
for specific merchandise, which are "accepted" by a bank; meaning, in effect,
that the bank unconditionally agrees to pay the face value of the instrument on
maturity. Certificates of deposit are negotiable certificates issued against
funds deposited in a commercial bank or a savings and loan association for a
definite period of time and earn a specified return.
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Certain of the Proprietary Portfolios also may invest in Eurodollar
Certificates of Deposit ("ECDs") which are U.S. dollar-denominated certificates
of deposit issued by branches of foreign and domestic banks located outside the
United States, Yankee Certificates of Deposit ("Yankee CDs") which are
certificates of deposit issued by a U.S. branch of a foreign bank denominated in
U.S. dollars and held in the United States, Eurodollar Time Deposits ("ETDs")
which are U.S. dollar-denominated deposits in a foreign branch of a U.S. bank or
a foreign bank, and Canadian Time Deposits ("CTDs") which are U.S.
dollar-denominated certificates of deposit insured by Canadian offices of major
Canadian Banks.
Lower-rated Debt Securities. Certain of the Proprietary Portfolios may
purchase lower-rated debt securities commonly referred to as "junk bonds" (those
rated below Baa by Moody's Investors Service, Inc. or below BBB by Standard and
Poor's Corporation) that have poor protection with respect to the payment of
interest and repayment of principal, or may be in default. These securities are
often considered to be speculative and involve greater risk of loss or price
changes due to changes in the issuer's capacity to pay. The market prices of
lower-rated debt securities may fluctuate more than those of higher-rated debt
securities and may decline significantly in periods of general economic
difficulty, which may follow periods of rising interest rates.
While the market for high-yield corporate debt securities has been in
existence for many years and has weathered previous economic downturns, the
1980s brought a dramatic increase in the use of such securities to fund highly
leveraged corporate acquisitions and restructuring. Past experience may not
provide an accurate indication of future performance of the high yield bond
market, especially during periods of economic recession. In fact, from 1989 to
1991, the percentage of lower-rated debt securities that defaulted rose
significantly above prior levels, although the default rate decreased in 1992.
The market for lower-rated securities may be thinner and less active
than that for higher-rated debt securities, which can adversely affect the
prices at which the former are sold.
If market quotations are not available, lower-rated debt securities
will be valued in accordance with procedures established by the Proprietary
Portfolio's Board, including the use of outside pricing services. Judgment plays
a greater role in valuing high-yield corporate debt securities than is the case
for securities for which more external sources for quotations and last-sale
information are available. Adverse publicity and changing investor perceptions
may affect the ability of outside pricing services to value lower-rated debt
securities and the Proprietary Portfolio's ability to sell these securities.
Since the risk of default is higher for lower-rated debt securities,
the Proprietary Portfolio's research and credit analysis are an especially
important part of managing securities of this type held by the Proprietary
Portfolio. In considering investments for the Proprietary Portfolio, its
investment adviser will attempt to identify those issuers of high-yielding debt
securities whose financial condition is adequate to meet future obligations, has
improved, or is expected to improve in the future. Analysis by the Proprietary
Portfolio's investment adviser focuses on relative values based on such factors
as interest or dividend coverage, asset coverage, earnings prospects, and the
experience and managerial strength of the issuer.
A Proprietary Portfolio may choose, at its expense or in conjunction
with others, to pursue litigation or otherwise exercise its rights as security
holder to seek to protect the interest of security holders if it determines this
to be in the best interest of the Proprietary Portfolio's shareholders.
Commercial Paper. Certain of the Proprietary Portfolios may purchase
rated or unrated commercial paper. Commercial paper consists of unsecured
promissory notes issued by corporations, banks, broker-dealers and other
entities. Except as noted below with respect to variable amount master demand
notes, issues of commercial paper normally have maturities of less than nine
months and fixed rates of return.
Variable Amount Master Demand Notes. Certain of the Proprietary
Portfolios may purchase variable amount master demand notes, which are unsecured
demand notes that permit the indebtedness thereunder to vary and provide for
periodic adjustments in the interest rate according to the terms of the
instrument. Although there is no secondary market for these notes, a Proprietary
Portfolio may demand payment of principal and accrued interest at any time and
may resell the notes at any time to a third party. The absence of an active
secondary market, however, could make it difficult for a Proprietary Portfolio
to dispose of a variable amount master demand note if the issuer defaulted on
its payment obligations, and a Proprietary Portfolio could, for this or other
reasons, suffer a loss to the extent of the default. While the notes are not
typically rated by credit rating agencies, issuers of variable amount master
demand notes must satisfy the same criteria as set forth above for unrated
commercial paper,
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and the Proprietary Portfolios' investment adviser will continuously monitor the
issuer's financial status and ability to make payments due under the instrument.
Where necessary to ensure that a note is of "high quality," a Proprietary
Portfolio will require that the issuer's obligation to pay the principal of the
note be backed by an unconditional bank letter or line of credit, guarantee or
commitment to lend. For purposes of a Proprietary Portfolio's investment
policies, a variable amount master demand note will be deemed to have a maturity
equal to the longer of the period of time remaining until the next readjustment
of its interest rate or the period of time remaining until the principal amount
can be recovered from the issuer through demand.
Foreign Investment. Certain of the Proprietary Portfolios may invest in
securities issued by foreign issuers. Such investments may subject a Proprietary
Portfolio to investment risks that differ in some respects from those associated
with investments in obligations of U.S. domestic issuers or in U.S. securities
markets. Such risks include future adverse political and economic developments,
possible seizure, nationalization, or expropriation of foreign investments, less
stringent disclosure requirements, the possible establishment of exchange
controls or taxation at the source, and the adoption of other foreign
governmental restrictions. Additional risks include currency exchange risks,
less publicly available information, the risk that companies may not be subject
to the accounting, auditing and financial reporting standards and requirements
of U.S. companies, the risk that foreign securities markets may have less volume
and therefore many securities traded in these markets may be less liquid and
their prices more volatile than U.S. securities, and the risk that custodian and
brokerage costs may be higher. Permissible investments include obligations or
securities of foreign issuers (including, in certain cases, American Depositary
Receipts), foreign branches of U.S. banks and of foreign banks.
U.S. Government Obligations. Certain of the Proprietary Portfolios may
invest in obligations issued or guaranteed by the U.S. Government, its agencies
and instrumentalities. Obligations of certain agencies and instrumentalities of
the U.S. Government are supported by the full faith and credit of the U.S.
Treasury; others are supported by the right of the issuer to borrow from the
U.S. Treasury; others are supported by the discretionary authority of the U.S.
Government to purchase the agency's obligations; and still others are supported
only by the credit of the agency or instrumentality. No assurance can be given
that the U.S. Government will provide financial support to U.S.
Government-sponsored agencies or instrumentalities if it is not obligated to do
so by law. A Proprietary Portfolio will invest in obligations of such agencies
and instrumentalities only when its investment adviser believes that the credit
risk with respect thereto is minimal. U.S. Government obligations are subject to
interest rate risks.
Securities Lending. Certain of the Proprietary Portfolios may from time
to time lend securities from their portfolio to broker-dealers, banks, financial
institutions and institutional borrowers of securities and receive collateral in
the form of cash or U.S. Government Obligations. Key Trust Company of Ohio,
N.A., an affiliate of the Investment Adviser, serves as lending agent for the
Proprietary Portfolios, except the tax-exempt funds, pursuant to a Securities
Lending Agency Agreement that was adopted by the Trustees of the Proprietary
Portfolios. Under the Proprietary Portfolios' current practices (which are
subject to change), a Proprietary Portfolio must receive initial collateral
equal to 102% of the market value of the loaned securities, plus any interest
due in the form of cash or U.S. Government Obligations. The Proprietary
Portfolios will not lend portfolio securities to: (a) any "affiliated person"
(as that term is defined in the 1940 Act)) of any Proprietary Portfolio; (b) any
affiliated person of the Investment Adviser; or (c) any affiliated person of
such an affiliated person. This collateral must be valued daily and should the
market value of the loaned securities increase, the borrower must furnish
additional collateral to a Proprietary Portfolio sufficient to maintain the
value of the collateral equal to at least 100% of the value of the loaned
securities. During the time portfolio securities are on loan, the borrower will
pay the Proprietary Portfolio any dividends or interest paid on such securities
plus any interest negotiated between the parties to the lending agreement. Loans
will be subject to termination by the Proprietary Portfolios or the borrower at
any time. While a Proprietary Portfolio will not have the right to vote
securities on loan, they intend to terminate loans and regain the right to vote
if that is considered important with respect to the investment. A Proprietary
Portfolio will only enter into loan arrangements with broker-dealers, banks, or
other institutions which the Adviser has determined are creditworthy under
guidelines established by the Trustees. The Proprietary Portfolios will limit
their securities lending to 33 1/3% of total assets.
Variable and Floating Rate Notes. Certain of the Proprietary Portfolios
may acquire variable and floating rate notes, subject to the Proprietary
Portfolio's investment objective, policies and restrictions. A variable rate
note is one whose terms provide for the readjustment of its interest rate on set
dates and which, upon such readjustment, can reasonably be expected to have a
market value that approximates its par value. A floating rate note is one whose
terms provide for the readjustment of its interest rate whenever a specified
interest rate changes and which, at any time, can reasonably be expected to have
a market value that approximates its par value. Such notes are frequently not
rated by credit rating agencies; unrated variable and floating
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rate notes purchased by a Proprietary Portfolio will generally only be those
determined by its investment adviser, under guidelines established by the
Proprietary Portfolios, to pose minimal credit risks and to be of comparable
quality, at the time of purchase, to rated instruments eligible for purchase
under the Proprietary Portfolio's investment policies. In making such
determinations, its investment adviser will consider the earning power, cash
flow and other liquidity ratios of the issuers of such notes (such issuers
include financial, merchandising, bank holding and other companies) and will
continuously monitor their financial condition. Although there may be no active
secondary market with respect to a particular variable or floating rate note
purchased by a Proprietary Portfolio, the Proprietary Portfolio may resell the
note at any time to a third party. The absence of an active secondary market,
however, could make it difficult for the Proprietary Portfolio to dispose of a
variable or floating rate note in the event the issuer of the note defaulted on
its payment obligations and the Proprietary Portfolio could, for this or other
reasons, suffer a loss to the extent of the default. Variable or floating rate
notes may be secured by bank letters of credit.
Variable or floating rate notes may have maturities of more than one
year, as follows:
1. A note that is issued or guaranteed by the United States
government or any agency thereof and which has a variable rate
of interest readjusted no less frequently than annually will
be deemed by a Proprietary Portfolio to have a maturity equal
to the period remaining until the next readjustment of the
interest rate.
2. A variable rate note, the principal amount of which is
scheduled on the face of the instrument to be paid in one year
or less, will be deemed by a Proprietary Portfolio to have a
maturity equal to the period remaining until the next
readjustment of the interest rate.
3. A variable rate note that is subject to a demand feature
scheduled to be paid in one year or more will be deemed by a
Proprietary Portfolio to have a maturity equal to the longer
of the period remaining until the next readjustment of the
interest rate or the period remaining until the principal
amount can be recovered through demand.
4. A floating rate note that is subject to a demand feature will
be deemed by a Proprietary Portfolio to have a maturity equal
to the period remaining until the principal amount can be
recovered through demand.
Certain of the following investments may be considered to be derivative
securities:
Forward Foreign Currency Contracts. Certain of the Proprietary
Portfolios may purchase and sell forward foreign currency contracts. Foreign
securities involve currency risks. The U.S. dollar value of a foreign security
tends to decrease when the value of the U.S. dollar rises against the foreign
currency in which the security is denominated, and tends to increase when the
value of the U.S. dollar falls against such currency. Generally, a Proprietary
Portfolio may purchase and sell forward foreign currency contracts (a) to hedge
against foreign exchange risk arising from the Proprietary Portfolio's
investment or anticipated investment in securities denominated in foreign
currencies; and (b) to attempt to minimize the risk to the Proprietary Portfolio
from adverse changes in the relationship between the U.S. dollar and foreign
currencies. A forward foreign currency contract (a "forward contract") is an
obligation to purchase or sell a specific currency for an agreed price at a
future date (usually less than one year), which is individually negotiated and
privately traded by currency traders and their customers. A forward contract
generally has no deposit requirement, and no commissions are charged at any
stage for trades. Although foreign exchange dealers do not charge a fee for
commissions, they do realize a profit based on the difference between the price
at which they are buying and selling various currencies. Although these
contracts are intended to minimize the risk of loss due to a decline in the
value of the hedged currencies, at the same time, they tend to limit any
potential gain which might result should the value of such currencies increase.
While a Proprietary Portfolio may enter into forward contracts to
reduce currency exchange risks, changes in currency exchange rates may result in
poorer overall performance for the Proprietary Portfolio than if it had not
engaged in such transactions. Moreover, there may be an imperfect correlation
between a Proprietary Portfolio's holdings of securities denominated in a
particular currency and forward contracts entered into by the Proprietary
Portfolio. Such imperfect correlation may prevent the Proprietary Portfolio from
achieving the intended hedge or expose the Proprietary Portfolio to the risk of
currency exchange loss.
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Certain of the Proprietary Portfolios also may purchase and sell
options on foreign currencies and foreign currency futures contracts and related
options. (See "Options on Foreign Currencies" and "Currency Futures" in this
Statement of Additional Information.)
Generally, a Proprietary Portfolio will hold cash, cash equivalents or
U.S. Government securities and other liquid assets in a segregated account with
its custodian in an amount equal (on a daily marked-to-market basis) to the
amount of the commitments under these contracts. At the consummation of the
forward contract, a Proprietary Portfolio may either make delivery of the
foreign currency or terminate its contractual obligation to deliver the foreign
currency by purchasing an offsetting contract obligating it to purchase at the
same maturity date the same amount of such foreign currency. If the Proprietary
Portfolio chooses to make delivery of the foreign currency, it may be required
to obtain such currency for delivery through the sale of portfolio securities
denominated in such currency or through conversion of other assets of the
Proprietary Portfolio into such currency. If the Proprietary Portfolio engages
in an offsetting transaction, the Proprietary Portfolio will realize a gain or a
loss to the extent that there has been a change in forward contract prices.
Closing purchase transactions with respect to forward contracts are usually
effected with the currency trader who is a party to the original forward
contract. However, there can be no assurance that a liquid market will exist in
which to close a forward contract, in which case the Proprietary Portfolio may
suffer a loss. In addition, a Proprietary Portfolio is not required to enter
into such transactions with regard to its foreign currency-denominated
securities and will not do so unless deemed appropriate by its investment
adviser.
It should be realized that this method of protecting the value of the
Proprietary Portfolios' portfolio securities against a decline in the value of a
currency does not eliminate fluctuations in the underlying prices of the
securities. It simply establishes a rate of exchange which can be achieved at
some future point in time. It also reduces any potential gain which may have
otherwise occurred had the currency value increased above the settlement price
of the contract.
Options on Securities and Indexes. Certain of the Proprietary
Portfolios may purchase and sell ("write") call options on securities and
indexes. Similarly, certain of the Proprietary Portfolios may purchase and write
put options on securities and indexes.
An option on a security (or index) is a contract that gives the holder
of the option, in return for a premium, the right to buy from (in the case of a
call) or sell to (in the case of a put) the writer of the option the security
underlying the option (or the cash value of the index) at a specified exercise
price at any time during the term of the option. The writer of an option on a
security has the obligation, upon exercise of the option, to deliver the
underlying security upon payment of the exercise price or to pay the exercise
price upon delivery of the underlying security. Upon exercise, the writer of an
option on an index is obligated to pay the difference between the cash value of
the index and the exercise price multiplied by the specified multiplier for the
index option. (An index is designed to reflect specified facets of a particular
financial or securities market, a specific group of financial instruments or
securities, or certain economic indicators.) Options in which certain of the
Proprietary Portfolios may invest generally will be issued by the Options
Clearing Corporation and listed on a national securities exchange; some
Proprietary Portfolios may invest in options traded in the over-the-counter
market.
Certain of the Proprietary Portfolios may write "covered" call and put
options. A call option on a security is "covered" if the Proprietary Portfolio
owns the security underlying the call or has an absolute and immediate right to
acquire that security without additional cash consideration (or, if additional
cash consideration is required, cash or cash equivalents in such amount are
placed in a segregated account by its custodian) upon conversion or exchange of
other securities held by the Proprietary Portfolio. A call option on an index is
covered if the Proprietary Portfolio maintains with its custodian cash or cash
equivalents equal to the contract value. A call option also is covered if the
Proprietary Portfolio owns a call on the same security or index as the call
written where the exercise price of the call held is (i) equal to or less than
the exercise price of the call written, or (ii) greater than the exercise price
of the call written, provided the difference is maintained by the Proprietary
Portfolio in cash or cash equivalents in a segregated account with its
custodian. A put option on a security or an index is "covered" if the
Proprietary Portfolio maintains cash or cash equivalents equal to the exercise
price in a segregated account with its custodian. A put option also is covered
if the Proprietary Portfolio holds a put on the same security or index as the
put written where the exercise price of the put held is (i) equal to or greater
than the exercise price of the put written, or (ii) less than the exercise price
of the put written, provided the difference is maintained by the Proprietary
Portfolio in cash or cash equivalents in a segregated account with its
custodian.
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If an option written by a Proprietary Portfolio expires, the
Proprietary Portfolio realizes a gain equal to the premium received at the time
the option was written. If an option purchased by a Proprietary Portfolio
expires unexercised, the Proprietary Portfolio realizes a loss equal to the
premium paid.
Prior to the earlier of exercise or expiration, an option may be closed
out by an offsetting purchase or sale of an option of the same series (type,
exchange, underlying security or index, exercise price, and expiration). There
can be no assurance, however, that a closing purchase or sale transaction can be
effected when the Proprietary Portfolio desires.
A Proprietary Portfolio will realize a gain from a closing purchase
transaction if the cost of the closing option is less than the premium received
from writing the option, or, if it is more, the Proprietary Portfolio will
realize a loss. If the premium received from a closing sale transaction is more
than the premium paid to purchase the option, the Proprietary Portfolio will
realize a loss. The principal factors affecting the market value of a put or
call option include the supply and demand, interest rates, the current market
price of the underlying security or index in relation to the exercise price of
the option, the volatility of the underlying security or index, and the time
remaining until the expiration date.
The premium paid for a put or call option purchased by a Proprietary
Portfolio is an asset of the Proprietary Portfolio. The premium received for an
option written by a Proprietary Portfolio is recorded as a deferred credit. The
value of an option purchased or written is marked to market daily and is valued
at the closing price on the exchange on which it is traded or, if not traded on
an exchange or no closing price is available, at the mean between the last bid
and asked prices.
The staff of the Securities and Exchange Commission has taken the
position that purchased over-the-counter options and assets used to cover
written over-the-counter options are illiquid.
Risks Associated with Options on Securities and Indexes. The purchase
and writing of options involves certain risks. The writer of the option has no
control over the time when it may be required to fulfill its obligation as a
writer of the option. Once an option writer has received an exercise notice, it
cannot effect a closing purchase transaction in order to terminate its
obligation under the option and must deliver the underlying securities at the
exercise price. If a put or call option purchased by a Proprietary Portfolio is
not sold when it has remaining value, and if the market price of the underlying
security, in the case of a put, remains equal to or greater than the exercise
price, the Proprietary Portfolio will lose its entire investment in the option.
If a Proprietary Portfolio were unable to close out a covered call option that
it had written on a security, it would not be able to sell the underlying
security unless the option expired without exercise. Furthermore, during the
option period, the covered call writer has, in return for the premium received
for the option, given up the opportunity to profit from a price increase in the
underlying securities above the exercise price, but, as long as its obligation
as a writer continues, has retained the risk of loss should the price of the
underlying security decline. In addition, except to the extent that a call
option on an index written by a Proprietary Portfolio is covered by an option on
the same index purchased by the Proprietary Portfolio, movements in the index
may result in a loss to the Proprietary Portfolio.
There can be no assurance that a liquid market will exist when a
Proprietary Portfolio seeks to close out an option position. Additionally, if
trading restrictions or suspensions are imposed on the options markets, a
Proprietary Portfolio may be unable to close out a position. The writing of call
options could result in increases in a Proprietary Portfolio's portfolio
turnover rate, particularly during periods when market prices of the underlying
securities appreciate.
A decision as to whether, when and how to use options involves the
exercise of skill and judgment, and even a well-conceived transaction may be
unsuccessful to some degree because of market behavior or unexpected events.
Moreover, there are significant differences between the securities and options
markets that could result in an imperfect correlation between these markets,
causing a given transaction not to achieve its objectives.
Options on Foreign Currencies. Certain of the Proprietary Portfolios
may purchase and sell ("write") put and call options on foreign currencies,
either on exchanges or in the over-the-counter market. A put option on a foreign
currency gives the purchaser of the option the right to sell a foreign currency
at the exercise price until the option expires. A call option on a foreign
currency gives the purchaser of the option the right to purchase the currency at
the exercise price until the option expires. Currency options traded on U.S. or
other exchanges may be subject to position limits which may limit the ability of
a Proprietary Portfolio to reduce foreign currency risk using such options.
Over-the-counter options differ from traded options in that they are
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two-party contracts with price and other terms negotiated between the buyer and
seller, and generally do not have as much market liquidity as exchange-traded
options.
Certain Proprietary Portfolios may purchase and sell options on foreign
currencies for hedging purposes. For example, a decline in the dollar value of a
foreign currency in which portfolio securities are denominated will reduce the
dollar value of such securities, even if their value in the foreign currency
remains constant. In order to protect against such diminutions in the value of
portfolio securities, a Proprietary Portfolio may purchase put options on the
foreign currency. If the value of the currency does decline, that Proprietary
Portfolio will have the right to sell such currency for a fixed amount of
dollars which exceeds the market value of such currency, resulting in a gain
that may offset, in whole or in part, the negative effect of currency
depreciation on the value of a Proprietary Portfolio's securities denominated in
that currency.
Conversely, if a rise in the dollar value of a foreign currency in
which securities to be acquired are denominated is projected, thereby increasing
the cost of such securities, a Proprietary Portfolio may purchase call options
on such currency. If the value of such currency does increase, the purchase of
such call options would enable the Proprietary Portfolio to purchase currency
for a fixed amount of dollars which is less than the market value of such
currency, resulting in a gain that may offset, at least partially, the effect of
any currency-related increase in the price of securities the Proprietary
Portfolio intends to acquire. As in the case of other types of options
transactions, however, the benefit the Proprietary Portfolio derives from
purchasing foreign currency options will be reduced by the amount of the premium
and related transaction costs. In addition, if currency exchange rates do not
move in the direction or to the extent anticipated, the Proprietary Portfolio
could sustain losses on transactions in foreign currency options which would
deprive it of a portion or all of the benefits of advantageous changes in such
rates.
Certain Proprietary Portfolios also may write options on foreign
currencies for hedging purposes. For example, if a Proprietary Portfolio
anticipates a decline in the dollar value of foreign currency-denominated
securities due to declining exchange rates, it could, instead of purchasing a
put option, write a call option on the relevant currency. If the expected
decline occurs, the option will most likely not be exercised, and the diminution
in value of portfolio securities will be offset by the amount of the premium
received by a Proprietary Portfolio.
Similarly, instead of purchasing a call option to hedge against an
anticipated increase in the dollar cost of securities to be acquired, a
Proprietary Portfolio could write a put option on the relevant currency. If
rates move in the manner projected, the put option will expire unexercised and
allow the Fund to offset such increased cost up to the amount of the premium. As
in the case of other types of options transactions, however, the writing of a
foreign currency option will constitute only a partial hedge up to the amount of
the premium, and only if rates move in the expected direction. If unanticipated
exchange rate fluctuations occur, the option may be exercised and the
Proprietary Portfolio would be required to purchase or sell the underlying
currency at a loss which may not be fully offset by the amount of the premium.
As a result of writing options on foreign currencies, a Proprietary Portfolio
also may be required to forego all or a portion of the benefits which might
otherwise have been obtained from favorable movements in currency exchange
rates.
A call option written on foreign currency by a Proprietary Portfolio is
"covered" if the Proprietary Portfolio owns the underlying foreign currency
subject to the call or securities denominated in that currency or has an
absolute and immediate right to acquire that foreign currency without additional
cash consideration (or for additional cash consideration held in a segregated
account by its custodian) upon conversion or exchange of other foreign currency
held in its portfolio. A call option is also covered if the Proprietary
Portfolio holds a call on the same foreign currency for the same principal
amount as the call written where the exercise price of the call held (a) is
equal to or less than the exercise price of the call written or (b) is greater
than the exercise price of the call written if the amount of the difference is
maintained by a Proprietary Portfolio in cash and liquid high grade debt
securities in a segregated account with its custodian.
Futures Transactions. A futures contract is an agreement to buy or sell
a security or currency (or to deliver a final cash settlement price in the case
of a contract relating to an index or otherwise not calling for physical
delivery at the end of trading in the contracts), for a set price in a future
month. Certain of the Proprietary Portfolios may enter into contracts for the
future delivery of securities, stock index futures contracts and futures
contracts based on foreign currencies. Some Proprietary Portfolios also may use
foreign currency futures contracts and related options for the purpose of
hedging against changes in currency exchange rates or to enhance returns.
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Certain of the Proprietary Portfolios also may purchase and write put
and call options on futures contracts of the type into which such Proprietary
Portfolio is authorized to enter and may engage in related closing transactions.
In the United States, futures on securities, stock index futures, foreign
currency futures and related options will be traded on exchanges that are
regulated by the Commodity Futures Trading Commission ("CFTC"). Subject to
compliance with applicable CFTC rules, certain of the Proprietary Portfolios
also may enter into futures contracts traded on foreign futures exchanges as
long as trading on the aforesaid foreign futures exchanges does not subject the
Proprietary Portfolio to risks that are materially greater than the risks
associated with trading on U.S. exchanges. In the United States, futures
contracts are traded on boards of trade which have been designated "contract
markets" by the CFTC. Futures contracts trade on these markets through an "open
outcry" auction on the exchange floor. Currently, there are futures contracts
based on a variety of instruments, indexes and currencies.
When a purchase or sale of a futures contract is made by a Proprietary
Portfolio, the Proprietary Portfolio is required to deposit with its custodian
(or broker, if legally permitted) a specified amount of cash or U.S. Government
securities ("initial margin"). The margin required for a futures contract is set
by the exchange on which the contract is traded and may be modified during the
term of the contract. The initial margin requirement may be as low as 2% or less
of a contract's face value. The initial margin is in the nature of a performance
bond or good faith deposit on the futures contract which is returned to the
Proprietary Portfolio upon termination of the contract assuming all contractual
obligations have been satisfied. Each Proprietary Portfolio expects to earn
interest income on its initial margin deposits. A futures contract held by a
Proprietary Portfolio is valued daily at the official settlement price of the
exchange on which it is traded. Each day the Proprietary Portfolio pays or
receives cash, called "daily settlement," equal to the daily change in value of
the futures contract. This process is known as "marking to market." Variation
margin does not represent a borrowing or loan by a Proprietary Portfolio but is
instead a settlement between the Proprietary Portfolio and the broker of the
amount one would owe the other if the futures contract expired. In computing
daily net asset value, each Proprietary Portfolio will mark to market its open
futures positions.
A Proprietary Portfolio is also required to deposit and maintain margin
with respect to put and call options on futures contracts written by it. Such
margin deposits will vary depending on the nature of the underlying futures
contract (and the related initial margin requirements), the current market value
of the option, and other futures positions held by the Proprietary Portfolio.
Positions taken in the futures markets are not normally held until
delivery or final cash settlement is required, but are instead liquidated
through offsetting transactions which may result in a gain or a loss. While
futures positions taken by a Proprietary Portfolio will usually be liquidated in
this manner, a Proprietary Portfolio may instead make or take delivery of
underlying securities (or currencies) whenever it appears economically
advantageous to the Proprietary Portfolio to do so. A clearing organization
associated with the exchange on which futures are traded assumes responsibility
for closing-out transactions and guarantees that as between the clearing members
of the exchange, the sale and purchase obligations will be performed with regard
to all positions that remain open at the termination of the contract.
Stock Index Futures. A stock index futures contract does not require
the physical delivery of securities, but merely provides for profits and losses
resulting from changes in the market value of the contract to be credited or
debited at the close of each trading day to the respective accounts of the
parties to the contract. On the contract's expiration date, a final cash
settlement occurs and the futures positions are simply closed out. Changes in
the market value of a particular stock index futures contract reflect changes in
the specified index of equity securities on which the contract is based. A stock
index is designed to reflect overall price trends in the market for the equity
securities.
Currency Futures. Certain of the Proprietary Portfolios may purchase
and sell futures contracts on foreign currencies. A sale of a currency futures
contract creates an obligation by the Proprietary Portfolio, as seller, to
deliver the amount of currency called for in the contract at a specified future
time for a specified price. A purchase of a currency futures contract creates an
obligation by the Proprietary Portfolio, as purchaser, to take delivery of an
amount of currency at a specified future time at a specified price. The
Proprietary Portfolio may sell a currency futures contract if its investment
adviser anticipates that exchange rates for a particular currency will fall, as
a hedge against a decline in the value of the Proprietary Portfolio's securities
denominated in such currency. If the investment adviser anticipates that
exchange rates will rise, the Proprietary Portfolio may purchase a currency
futures contract to protect against an increase in the price of securities
denominated in a particular currency the Proprietary Portfolio intends to
purchase. Although the terms of currency futures contracts specify actual
delivery or receipt, in most instances the contracts are closed out before the
settlement date without the making or taking of delivery of the currency.
Closing out of a currency futures contract is effected by entering into an
offsetting purchase or sale transaction. To offset a currency futures contract
sold by the Proprietary Portfolio, the Proprietary Portfolio purchases a
currency futures contract for the
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same aggregate amount of currency and delivery date. If the price in the sale
exceeds the price in the offsetting purchase, the Proprietary Portfolio is
immediately paid the difference. Similarly, to close out a currency futures
contract purchased by the Proprietary Portfolio, the Proprietary Portfolio sells
a currency futures contract. If the offsetting sale price exceeds the purchase
price, the Proprietary Portfolio realizes a gain, and if the offsetting sale
price is less than the purchase price, the Proprietary Portfolio realizes a
loss.
A risk in employing currency futures contracts to protect against the
price volatility of portfolio securities denominated in a particular currency is
that changes in currency exchange rates or in the value of the futures position
may correlate imperfectly with changes in the cash prices of a Proprietary
Portfolio's securities. The degree of correlation may be distorted by the fact
that the currency futures market may be dominated by short-term traders seeking
to profit from changes in exchange rates. This would reduce the value of such
contracts for hedging purposes over a short-term period. Such distortions are
generally minor and would diminish as the contract approached maturity. Another
risk is that an investment adviser could be incorrect in its expectation as to
the direction or extent of various exchange rate movements or the time span
within which the movements take place.
Options on Futures. For bona fide hedging and other appropriate risk
management purposes, certain of the Proprietary Portfolios purchase and write
call and put options on futures contracts which are traded on exchanges that are
licensed and regulated by the CFTC for the purpose of options trading, or,
subject to applicable CFTC rules, on foreign exchanges. A "call" option on a
futures contract gives the purchaser the right, in return for the premium paid,
to purchase a futures contract (assume a "long" position) at a specified
exercise price at any time before the option expires. A "put" option gives the
purchaser the right, in return for the premium paid, to sell a futures contract
(assume a "short" position), for a specified exercise price at any time before
the option expires. The writer of an option on a futures contract, unlike the
holder, is subject to initial margin and variation margin requirements on the
option position.
Upon the exercise of a "call," the writer of the option is obligated to
sell the futures contract (to deliver a "long" position to the option holder) at
the option exercise price, which will presumably be lower than the current
market price of the contract in the futures market. Upon exercise of a "put,"
the writer of the option is obligated to purchase the futures contract (deliver
a "short" position to the option holder) at the option exercise price, which
will presumably be higher than the current market price of the contract in the
futures market. When an entity exercises an option and assumes a long futures
position, in the case of a "call," or a short futures position, in the case of a
"put," its gain will be credited to its futures margin account, while the loss
suffered by the writer of the option will be debited to its account. However, as
with the trading of futures, most participants in the options markets do not
seek to realize their gains or losses by exercise of their option rights.
Instead, the writer or holder of an option will usually realize a gain or loss
by buying or selling an offsetting option at a market price that will reflect an
increase or a decrease from the premium originally paid.
Options on futures contracts can be used by a Proprietary Portfolio to
hedge substantially the same risks and for the same duration and risk management
purposes as might be addressed or served by the direct purchase or sale of the
underlying futures contracts. If the Proprietary Portfolio purchases an option
on a futures contract, it may obtain benefits similar to those that would result
if it held the futures position itself.
The purchase of put options on futures contracts is a means of hedging
a Proprietary Portfolio's portfolio against the risk of declining securities
prices or declining exchange rates for a particular currency. The purchase of a
call option on a futures contract represents a means of hedging against a market
advance affecting securities prices or currency exchange rates when the
Proprietary Portfolio is not fully invested. Depending on the pricing of the
option compared to either the futures contract upon which it is based or upon
the price of the underlying securities or currencies, it may or may not be less
risky than ownership of the futures contract or underlying securities or
currencies.
In contrast to a futures transaction, in which only transaction costs
are involved, benefits received in an option transaction will be reduced by the
amount of the premium paid as well as by transaction costs. In the event of an
adverse market movement, however, the Proprietary Portfolio will not be subject
to a risk of loss on the option transaction beyond the price of the premium it
paid plus its transaction costs, and may consequently benefit from a favorable
movement in the value of its portfolio securities or the currencies in which
such securities are denominated that would have been more completely offset if
the hedge had been effected through the use of futures.
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If a Proprietary Portfolio writes options on futures contracts, the
Proprietary Portfolio will receive a premium but will assume a risk of adverse
movement in the price of the underlying futures contract comparable to that
involved in holding a futures position. If the option is not exercised, the
Proprietary Portfolio will realize a gain in the amount of the premium, which
may partially offset unfavorable changes in the value of securities held by or
to be acquired for the Proprietary Portfolio. If the option is exercised, the
Proprietary Portfolio will incur a loss in the option transaction, which will be
reduced by the amount of the premium it has received, but which may partially
offset favorable changes in the value of its portfolio securities or the
currencies in which such securities are denominated.
The writing of a call option on a futures contract constitutes a
partial hedge against declining prices of the underlying securities or the
currencies in which such securities are denominated. If the futures price at
expiration is below the exercise price, the Proprietary Portfolio will retain
the full amount of the option premium, which provides a partial hedge against
any decline that may have occurred in the Proprietary Portfolio's holdings of
securities or the currencies in which such securities are denominated.
The writing of a put option on a futures contract is analogous to the
purchase of a futures contract. For example, if a Proprietary Portfolio writes a
put option on a futures contract on securities related to securities that the
Proprietary Portfolio expects to acquire and the market price of such securities
increases, the net cost to a Proprietary Portfolio of the securities acquired by
it will be reduced by the amount of the option premium received. Of course, if
market prices have declined, the Proprietary Portfolio's purchase price upon
exercise may be greater than the price at which the securities might be
purchased in the securities market.
While the holder or writer of an option on a futures contract may
normally terminate its position by selling or purchasing an offsetting option of
the same series, a Proprietary Portfolio's ability to establish and close out
options positions at fairly established prices will be subject to the
maintenance of a liquid market. A Proprietary Portfolio will not purchase or
write options on futures contracts unless the market for such options has
sufficient liquidity such that the risks associated with such options
transactions are not at unacceptable levels.
Limitations on Purchase and Sale of Futures Contracts and Options on
Futures Contracts. In general, the Proprietary Portfolios permitted to engage in
transactions in futures contracts and related options will do so only for bona
fide hedging and other appropriate risk management purposes, and not for
speculation. In addition, with respect to positions in futures and related
options that do not constitute bona fide hedging positions, a Proprietary
Portfolio will not enter into a futures contract or futures option contract if,
immediately thereafter, the aggregate initial margin deposits relating to such
positions plus premiums paid by it for open futures option positions, less the
amount by which any such options are "in-the-money," would exceed 5% of the
Proprietary Portfolio's total assets. A call option is "in-the-money" if the
value of the futures contract that is the subject of the option exceeds the
exercise price. A put option is "in-the-money" if the exercise price exceeds the
value of the futures contract that is the subject of the option.
Certain additional limitations on a Proprietary Portfolio's engaging in
futures transactions and related options, including asset coverage and
segregation requirements, are included in the relevent Proprietary Portfolios'
prospectuses and/or statements of additional information.
The requirements for qualification as a regulated investment company
also may limit the extent to which a Proprietary Portfolio may enter into
futures or futures options. See "Federal Income Taxes."
Risks Associated With Futures and Futures Options. There are several
risks associated with the use of futures contracts and futures options as
hedging techniques. A purchase or sale of a futures contract may result in
losses in excess of the amount invested in the futures contract. There can be no
guarantee that there will be a correlation between price movements in the
hedging vehicle and in the Proprietary Portfolio's securities being hedged. In
addition, there are significant differences between the securities and futures
markets that could result in an imperfect correlation between the markets,
causing a given hedge not to achieve its objectives. The degree of imperfection
of correlation depends on circumstances such as variations in speculative market
demand for futures and futures options on securities, including technical
influences in futures trading and futures options, and differences between the
financial instruments being hedged and the instruments underlying the standard
contracts available for trading in such respects as interest rate levels,
maturities, and creditworthiness of issuers. A decision as to whether, when and
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how to hedge involves the exercise of skill and judgment, and even a
well-conceived hedge may be unsuccessful to some degree because of market
behavior or unexpected interest rate trends.
Futures exchanges may limit the amount of fluctuation permitted in
certain futures contract prices during a single trading day. The daily limit
establishes the maximum amount that the price of a futures contract may vary
either up or down from the previous day's settlement price at the end of the
current trading session. Once the daily limit has been reached in a futures
contract subject to the limit, no more trades may be made on that day at a price
beyond that limit. The daily limit governs only price movements during a
particular trading day and therefore does not limit potential losses because the
limit may work to prevent the liquidation of unfavorable positions. For example,
futures prices have occasionally moved to the daily limit for several
consecutive trading days with little or no trading, thereby preventing prompt
liquidation of positions and subjecting some holders of futures contracts to
substantial losses.
There can be no assurance that a liquid market will exist at the time
when a Proprietary Portfolio seeks to close out a futures or futures option
position, and that Proprietary Portfolio would remain obligated to meet margin
requirements until the position is closed. In addition, many of the contracts
discussed above are relatively new instruments without a significant trading
history. As a result, there can be no assurance that an active secondary market
will develop or continue to exist.
Additional Risks of Options on Securities, Futures Contracts, Options
on Futures Contracts, and Forward Currency Exchange Contracts and Options
Thereon. Options on securities, futures contracts, options on futures contracts,
currencies and options on currencies may be traded on foreign exchanges. Such
transactions may not be regulated as effectively as similar transactions in the
United States; may not involve a clearing mechanism and related guarantees; and
are subject to the risk of governmental actions affecting trading in, or the
prices of, foreign securities. The value of such positions also could be
adversely affected by (i) other complex foreign political, legal and economic
factors, (ii) lesser availability than in the United States of data on which to
make trading decisions, (iii) delays in a Proprietary Portfolio's ability to act
upon economic events occurring in foreign markets during non-business hours in
the United States, (iv) the imposition of different exercise and settlement
terms and procedures and margin requirements than in the United States, and (v)
lesser trading volume.
Securities of Other Investment Companies. Certain of the Proprietary
Portfolios may invest up to 5% of their assets in the securities of any one
investment company, but may not own more than 3% of the total outstanding
securities of any one investment company or invest more than 10% of its total
assets in the securities of other investment companies. Pursuant to an exemptive
order issued by the Commission, certain of the Proprietary Portfolios may invest
in the money market funds of other investment companies advised by KAM ("KAM" or
the "Adviser") or its affiliates. The adviser to a Proprietary Portfolio will
waive its fee with respect to assets of the Proprietary Portfolio invested in a
money market fund that it or its affiliate advises. Because such other
investment companies employ an investment adviser, such investment by a
Proprietary Portfolio will cause shareholders to bear duplicative fees, such as
management fees, to the extent advisory fees are not waived by the investment
adviser to the Proprietary Portfolio.
Repurchase Agreements. Securities held by certain of the Proprietary
Portfolios may be subject to repurchase agreements. Under the terms of a
repurchase agreement, a Proprietary Portfolio would generally acquire securities
from financial institutions or registered broker-dealers deemed creditworthy by
its investment adviser pursuant to guidelines adopted by the Directors/Trustees
of the relevant investment company, subject to the seller's agreement to
repurchase such securities at a mutually agreed-upon date and price. The seller
is required to maintain the value of collateral held pursuant to the agreement
at not less than the repurchase price (including accrued interest). If the
seller were to default on the repurchase obligation or become insolvent, the
Proprietary Portfolio holding such obligation would suffer a loss to the extent
that the proceeds from a sale of the underlying portfolio securities were less
than the repurchase price, or to the extent that the disposition of such
securities by the Proprietary Portfolio is delayed pending court action.
Reverse Repurchase Agreements. Certain of the Proprietary Portfolios
may borrow funds for temporary purposes by entering into reverse repurchase
agreements. Pursuant to such agreements, a Proprietary Portfolio would sell
portfolio securities to financial institutions such as banks and broker-dealers,
and agree to repurchase them at a mutually agreed-upon date and price. At the
time a Proprietary Portfolio enters into a reverse repurchase agreement, it will
place in a segregated custodial account assets (such as cash or other liquid
high-grade securities) consistent with such Proprietary Portfolio's investment
restrictions having a value equal to the repurchase price (including accrued
interest); the collateral will be marked-to-market on a daily basis, and will be
continuously monitored to ensure that such equivalent value is maintained.
Reverse repurchase agreements involve
-15-
<PAGE>
the risk that the market value of the securities sold by a Proprietary Portfolio
may decline below the price at which the Proprietary Portfolio is obligated to
repurchase the securities.
"When-Issued" Securities. Certain of the Proprietary Portfolios may
purchase securities on a "when-issued" basis (i.e., for delivery beyond the
normal settlement date at a stated price and yield). The payment obligation and
interest rate that will be received on when-issued securities are fixed at the
time the buyer enters into the commitment. When a Proprietary Portfolio agrees
to purchase securities on a "when-issued" basis, the Proprietary Portfolio's
custodian will set aside cash or liquid portfolio securities equal to the amount
of the commitment in a separate account. Normally, the custodian will set aside
portfolio securities to satisfy the purchase commitment, and in such a case, a
Proprietary Portfolio may be required subsequently to place additional assets in
the separate account in order to assure that the value of the account remains
equal to the amount of the Proprietary Portfolio's commitment. It may be
expected that any such Proprietary Portfolio's net assets will fluctuate to a
greater degree when it sets aside portfolio securities to cover such purchase
commitments than when it sets aside cash. To the extent cash is set aside in a
separate account, it will not be available for new investment or to meet
redemptions.
When a Proprietary Portfolio engages in "when-issued" transactions, it
relies on the seller to consummate the trade. Failure of the seller to do so may
result in the Proprietary Portfolio incurring a loss or missing the opportunity
to obtain a price considered to be advantageous. The Proprietary Portfolios do
not intend to purchase "when-issued" securities for speculative purposes, but
only in furtherance of their investment objectives.
Receipts. Certain of the Proprietary Portfolios may purchase separately
traded interest and principal component parts of bills, notes and bonds issued
by the U.S. Treasury that are transferable through the Federal book entry
system, known as Separately Traded Registered Interest and Principal Securities
("STRIPS") and Coupon Under Book Entry Safekeeping ("CUBES"). These instruments
are issued by banks and brokerage firms and are created by depositing Treasury
notes and Treasury bonds into a special account at a custodian bank; the
custodian holds the interest and principal payments for the benefit of the
registered owners of the certificates or receipts. The custodian arranges for
the issuance of the certificates or receipts evidencing ownership and maintains
the register. Receipts include Treasury Receipts ("TRs"), Treasury Investment
Growth Receipts ("TIGRs") and Certificates of Accrual on Treasury Securities
("CATS").
STRIPS, CUBES, TRs, TIGRs AND CATs are sold as zero coupon securities,
which means that they are sold at a substantial discount and redeemed at face
value at their maturity date without interim cash payments of interest or
principal. This discount is amortized over the life of the security, and such
amortization will constitute the income earned on the security for both
accounting and tax purposes. Because of these features, these securities may be
subject to greater fluctuations in value due to changes in interest rates than
interest-paying U.S. Treasury obligations.
Delayed Delivery Transactions. The Proprietary Portfolios may buy and
sell securities on a delayed-delivery basis. These transactions involve a
commitment by the Proprietary Portfolio to purchase or sell specific securities
at a predetermined price or yield, with payment and delivery taking place after
the customary settlement period for that type of security (and more than seven
days in the future). Typically, no interest accrues to the purchaser until the
security is delivered. The Proprietary Portfolios may receive fees for entering
into delayed delivery transactions.
When purchasing securities on a delayed-delivery basis, a Proprietary Portfolio
assumes the rights and risks of ownership, including the risks of price and
yield fluctuations in addition to the risks associated with the Proprietary
Portfolio's other investments. Because a Proprietary Portfolio is not required
to pay for securities until the delivery date, these delayed-delivery purchases
may result in a form of leverage. When delayed-delivery purchases are
outstanding, the Proprietary Portfolios will set aside cash and appropriate
liquid assets in a segregated custodial account to cover its purchase
obligations. When the Proprietary Portfolio has sold a security on a
delayed-delivery basis, it does not participate in further gains or losses with
respect to the security. If the other party to a delayed-delivery transaction
fails to deliver or pay for the securities, the Proprietary Portfolio could miss
a favorable price or yield opportunity or suffer a loss.
The Proprietary Portfolio may renegotiate delayed-delivery transactions after
they are entered into or may sell underlying securities before they are
delivered, either of which may result in capital gains or losses.
Mortgage-Backed Securities. Certain of the Proprietary Portfolios may
purchase mortgage-backed securities. Mortgage-backed securities are securities
issued or guaranteed by agencies or instrumentalities of the U.S. Government and
-16-
<PAGE>
non-government entities such as banks, mortgage lenders or other financial
institutions. A mortgage-backed security may be an obligation of the issuer
backed by a mortgage or pool of mortgages or a direct interest in an underlying
pool of mortgages. Some mortgage-backed securities make payments of both
principal and interest at a variety of intervals; others make semiannual
interest payments at a predetermined rate and repay principal at maturity (like
a typical bond). Mortgage-backed securities are based on different types of
mortgages including those on commercial real estate or residential properties.
Other types of mortgage-backed securities will likely be developed in the
future, and certain of the Proprietary Portfolios may invest in them if their
respective advisers determine they are consistent with the respective
Proprietary Portfolio's investment objective and policies.
The investment characteristics of mortgage-related securities differ
from traditional debt securities. These differences can result in significantly
greater price and yield volatility than is the case with traditional fixed
income securities. The major differences include more frequent interest and
principal payments, and the possibility that prepayments of principal may be
made at any time. Prepayment rates are influenced by changes in current interest
rates and a variety of economic, geographic, social and other factors. During
periods of declining interest rates, prepayment rates can be expected to
accelerate. Under certain interest rate and prepayment rate scenarios, a
Proprietary Portfolio may fail to recoup fully its investment in mortgage-backed
securities (and incur capital losses) notwithstanding direct or indirect
governmental or agency guarantee. In general, changes in the rate of prepayments
on a mortgage-related security will change the security's market value and its
yield to maturity. When interest rates fall, high prepayments could force a
Proprietary Portfolio to reinvest principal at a time when investment
opportunities are not attractive. Thus, mortgage-backed securities may not be an
effective means for a Proprietary Portfolio to lock in long-term interest rates.
Conversely, during periods when interest rates rise, slow prepayments could
cause the average life of the security to lengthen and the value to decline more
than anticipated. However, during periods of rising interest rates, principal
repayments by mortgage-backed securities allow a Proprietary Portfolio to
reinvest at increased interest rates. The value of mortgage-backed securities
may change due to shifts in the market's perception of issuers. In addition,
regulatory or tax changes may adversely affect the mortgage securities market as
a whole. Non-government, mortgage-backed securities may offer higher yields than
those issued by government entities, but also may be subject to greater price
changes (and greater risk) than government issues.
The yield which will be earned on mortgages-backed securities may vary
from their coupon rates for the following reasons: (i) certificates may be
issued at a premium or discount, rather than at par; (ii) certificates may trade
in the secondary market at a premium or discount after issuance; (iii) interest
is earned and compounded monthly which has the effect of raising the effective
yield earned on the certificates; and (iv) the actual yield of each certificate
is affected by the prepayment of mortgages included in the mortgage pool
underlying the certificates and the rate at which principal so prepaid is
reinvested. In addition, prepayment of mortgages included in the mortgage pool
underlying a GNMA Certificate purchased at a premium may result in a loss to the
Proprietary Portfolio.
Stripped mortgage-backed securities ("SMBS") are derivative multi-class
mortgage securities. SMBS are usually structured with two classes that receive
different proportions of the interest and principal distributions from a pool of
mortgage loans or mortgage pass-through securities.
A common type of SMBS is structured so that one class receives some of
the interest and most of the principal from the mortgage loans or mortgage
pass-through securities, while the other class receives most of the interest and
the remainder of the principal. If the underlying mortgage assets experience
greater than anticipated prepayments of principal, a Proprietary Portfolio may
fail to fully recoup its initial investment in these securities. The market
value of any class which consists primarily or entirely of principal payments
generally is unusually volatile in response to changes in interest rates.
The average life of mortgage-backed securities varies with the
maturities of the underlying mortgage instruments. The average life is likely to
be substantially less than the original maturity of the mortgage pools
underlying the securities as the result of mortgage prepayments, mortgage
refinancing, or foreclosures. The rate of mortgage prepayments, and hence the
average life of the certificates, will be a function of the level of interest
rates, general economic conditions, the location and age of the mortgage and
other social and demographic conditions. Such prepayments are passed through to
the registered holder with the regular monthly payments of principal and
interest and have the effect of reducing future payments. Estimated average life
will be determined by the investment adviser to a Proprietary Portfolio and used
for the purpose of determining the average weighted maturity and duration of the
Proprietary Portfolio.
-17-
<PAGE>
Collateralized Mortgage Obligations. Certain of the Proprietary
Portfolios may invest in mortgage-related securities which may also include
collateralized mortgage obligations ("CMOs"). CMOs are debt obligations issued
generally by finance subsidiaries or trusts that are secured by mortgage-backed
certificates, including, in many cases, certificates issued by government-
related guarantors, including GNMA, FNMA and FHLMC, together with certain funds
and other collateral. CMOs are structured into multiple classes, each bearing a
different stated maturity. Actual maturity and average life will depend upon the
prepayment experience of the collateral. CMOs provided for a modified form of
call protection through a de facto breakdown of the underlying pool of mortgages
according to how quickly the loans are repaid. Monthly payment of principal
received from the pool of underlying mortgages, including prepayments, is first
returned to investors holding the shortest maturity class. Investors holding the
longer maturity classes receive principal only after the first class has been
retired. An investor is partially guarded against a sooner than desired return
of principal because of the sequential prepayments.
Nevertheless, principal prepayments on an underlying mortgage pool may
cause CMOs to be retired substantially earlier than their stated maturities or
final distribution dates, resulting in a loss of all or part of the premium if
any has been paid. Interest is paid or accrues on all classes of the CMOs on a
monthly, quarterly or semiannual basis. Although payment of the principal of and
interest on the mortgage-backed certificates pledged to secure the CMOs may be
guaranteed by GNMA, FNMA or FHLMC, the CMOs represent obligations solely of the
issuer and are not insured or guaranteed by GNMA, FHLMC, FNMA or any other
governmental agency, or by any other person or entity. The issuers of the CMOs
typically have no significant assets other than those pledged as collateral for
the obligations.
The investment policies of the Proprietary Portfolios set forth above
may be changed or altered by the Boards of Directors/Trustees of the respective
Proprietary Portfolios, except to the extent they are stated to be fundamental.
Moreover, the foregoing description of investment policies and practices of the
Proprietary Portfolios is not and does not purport to be a complete description
of all investment policies, practices and techniques of all of the Proprietary
Portfolios. Information concerning other securities in which the Proprietary
Portfolios may purchase or hold, other investment practices and techniques in
which the Proprietary Portfolios may engage, and applicable parameters on such
investment policies, practices and techniques, is included in such Portfolios'
prospectuses and statements of additional information. Such securities,
practices and techniques include, among others, participation interests,
extendible debt securities, zero coupon bonds, short-term funding agreements,
temporary investments, loans and other direct debt, restricted securities,
warrants, municipal securities, private placement investments, investment-grade
& high quality securities, bonds, notes & debentures of U.S. corporate issuers,
international bonds, mortgage-related securities issued by non-governmental
entities, real estate mortgage investment conduits, asset-backed securities,
eurodollars and "synthetic convertibles." Copies of the prospectuses and
statements of additional information of Proprietary Portfolios may be obtained
upon request and without charge by calling The Victory Portfolios at
800-539-FUND or 800-539-3863. In addition, some or all of the investment
practices described above may be followed by the Other Portfolios in which the
Funds may invest. The Funds have no control over the investment activities of
Other Portfolios. THERE MAY, IN FACT, BE ADDITIONAL INVESTMENT PRACTICES AND
UNDERLYING RISKS, NOT DISCUSSED HEREIN, THAT BOTH THE PROPRIETARY PORTFOLIOS AND
OTHER PORTFOLIOS MAY ENGAGE IN FROM TIME TO TIME.
INVESTMENT RESTRICTIONS OF THE FUNDS
The following investment restrictions are fundamental policies of each
of the Funds and may only be changed if approved by the holders of a majority of
the outstanding voting securities of the affected Fund. Under the Investment
Company Act of 1940, as amended ("1940 Act") such approval requires the
affirmative vote, at a meeting of shareholders of a Fund, of (i) at least 67% of
the shares of the Fund present at the meeting, if the holders of more than 50%
of the outstanding shares of the Fund are present in person or by represented
proxy; or (ii) more than 50% of the outstanding shares of the Fund, whichever is
less.
The Funds may not:
1. Make investments for the purpose of exercising control or
management (but this shall not prevent a Fund from purchasing
a controlling interest in one or more Underlying Portfolios
consistent with its investment objectives and policies).
-18-
<PAGE>
2. Purchase or sell physical commodities unless acquired as a
result of ownership of securities or other instruments (but
this shall not prevent the Funds from purchasing or selling
options and futures contracts or from investing in securities
or other instruments backed by physical commodities).
3. Purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall
not prevent each Fund from investing in securities or other
instruments backed by real estate or securities of companies
engaged in the real estate business). Investments by the Funds
in securities backed by mortgages on real estate or in
marketable securities of companies engaged in such activities
are not hereby precluded.
4. Issue any senior security (as defined in the Investment
Company Act of 1940, as amended (the "1940 Act")), except that
(a) each Fund may engage in transactions that may result in
the issuance of senior securities to the extent permitted
under applicable regulations and interpretations of the 1940
Act or an exemptive order; (b) each Fund may acquire other
securities, the acquisition of which may result in the
issuance of a senior security, to the extent permitted under
applicable regulations or interpretations of the 1940 Act; (c)
subject to the restrictions set forth below, the Fund may
borrow money as authorized by the 1940 Act.
5. Borrow money, except (a) from a bank for temporary or
emergency purposes (not for leveraging or investment) or (b)
by engaging in reverse repurchase agreements, provided that
(a) and (b) in combination ("borrowings") do not exceed an
amount equal to one third of the current value of its total
assets (including the amount borrowed) less liabilities (not
including the amount borrowed) at the time the borrowing is
made. This fundamental limitation is construed in conformity
with the 1940 Act, and if at any time Fund borrowings exceed
an amount equal to 33 1/3 of the current value of the Fund's
total assets (including the amount borrowed) less liabilities
(other than borrowings) at the time the borrowing is made due
to a decline in net assets, such borrowings will be reduced
within three days (not including Sundays and holidays) to the
extent necessary to comply with the 33 1/3% limitation.
6. Lend any security or make any other loan if, as a result, more
than 33-1/3% of a Fund's total assets would be lent to other
parties, except that a Fund may invest in Underlying
Portfolios that lend portfolio securities consistent with
their investment objectives and policies, but this limitation
does not apply to purchases of publicly issued debt securities
or to repurchase agreements.
7. Underwrite securities issued by others, except to the extent
that a Fund (or an Underlying Portfolio) may be deemed an
underwriter within the meaning of the Securities Act of 1933
in the disposition of portfolio securities.
The following investment restrictions are non-fundamental and may be
changed without a vote of the shareholders of a Fund:
1. A Fund will not invest more than 5% of its total assets in the
securities of issuers which, together with any predecessors,
have a record of less than three years of continuous operation
(except for the Proprietary Portfolios), but a Fund may invest
in Underlying Portfolios that do so invest.
2. Will not invest more than 15% of its net assets in illiquid
securities. Illiquid securities are securities that are not
readily marketable or cannot be disposed of promptly within
seven days and in the usual course of business at
approximately the price at which the Fund has valued them.
Such securities include, but are not limited to, time deposits
and repurchase agreements with maturities longer than seven
days. Securities that may be resold under Rule 144A,
securities offered pursuant to Section 4(2) of, or securities
otherwise subject to restrictions or limitations on resale
under the 1933 Act ( Restricted Securities ) shall not be
deemed illiquid solely by reason of being unregistered. Key
Asset Management Inc. determines whether a particular security
is deemed to be liquid based on the trading markets for the
specific security and other factors.
3. Will not make short sales of securities, other than short
sales "against the box," or purchase securities on margin
except for short-term credits necessary for clearance of
portfolio transactions, provided that this
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<PAGE>
restriction will not be applied to limit the use of options,
futures contracts and related options, in the manner otherwise
permitted by the investment restrictions, policies and
investment program of the Fund.
4. Does not currently intend to purchase securities on margin,
except that the Fund may obtain such short-term credits as are
necessary for the clearance of transactions and provided that
margin payments in connection with futures contracts shall not
constitute purchasing securities on margin
5. Participate on a joint or joint and several basis in any securities
trading account.
The policies and limitations listed above supplement those set forth in
the Prospectus. Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of a Fund's net assets that may be
invested in any security or other asset, or sets forth a policy regarding
quality standards, compliance with such standard, or percentage limitation will
be determined immediately after and as a result of the Fund's acquisition of
such security or other asset except in the case of borrowing (or other
activities that may be deemed to result in the issuance of a "senior security"
under the 1940 Act). Accordingly, any subsequent change in values, net assets,
or other circumstances will not be considered when determining whether the
investment complies with the Fund's investment policies and limitations.
Certain Proprietary Portfolios may be subject to undertakings to state
securities commissions that are more restrictive than the investment policies
described herein and/or in their respective prospectuses and statements of
additional information.
Moreover, notwithstanding the foregoing restrictions, the Proprietary
Portfolios and Other Portfolios in which the Funds may invest have adopted
certain investment restrictions which may be more or less restrictive than those
listed above, thereby allowing a Fund to participate in certain investment
strategies indirectly that are prohibited under the fundamental and
non-fundamental investment restrictions listed above. The investment
restrictions of these Underlying Portfolios are set forth in their respective
statements of additional information.
PORTFOLIO TURNOVER
Purchases and sales of securities are made at such times as KAM deems
to be in the best interest of the Funds' shareholders without regard to the rate
of portfolio turnover, about which there are no restrictions. A Fund may
purchase or sell shares of the Underlying Portfolios or other securities to: (a)
accommodate purchases and sales of its shares, (b) change the percentage of its
assets invested in each of the Underlying Portfolios in response to market
conditions, and (c) reallocate and rebalance its assets among the equity, bond
and fixed-income securities, money market funds, and cash, and among these
Underlying Portfolios within the percentage limits set forth in the Prospectus.
From time to time, the Funds may trade in securities for the short term. It is
anticipated that the annual portfolio turnover rate of the Conservative Investor
Fund, Moderate Investor Fund, and the Growth Investor Fund each will not exceed
100%. In any particular year, market conditions could result in portfolio
activity at a greater or lesser rate than anticipated. Portfolio turnover rate
is, generally, the percentage computed by dividing the lesser of purchases or
sales by the average daily net assets of the portfolio for the time period. High
portfolio turnover may involve correspondingly higher brokerage commission
expenses which are borne directly by the Funds. In addition, the effect of
engaging in options transactions may be to increase portfolio turnover.
MANAGEMENT OF THE FUNDS
TRUSTEES AND OFFICERS
Conflicts of Interest. The Trustees and officers of The Victory
Portfolios are subject to conflicts of interest in managing both the Funds
described here and some of the underlying Proprietary Portfolios. This conflict
is most evident in the Board's supervision of KAM. KAM and certain of its
affiliates may provide services to, and receive fees from, not just the Funds,
but also some of the Proprietary and Other Portfolios. Their selection of
investments and allocation of Fund assets will be continuously and closely
scrutinized by the Board in order to avoid even the appearance of improper
practices. It is possible, however, that a situation might arise where one
course of action for a Fund would be detrimental to a Proprietary Portfolio, or
vice versa. In that unlikely event, the Trustees and officers of The Victory
Portfolios will exercise good business judgment in upholding their fiduciary
duties to each set of funds. Thus, such conflicts, if any, can be minimized.
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<PAGE>
Officers and employees of KAM are not permitted to serve as officers or
directors of The Victory Portfolios due to certain regulatory restrictions
imposed on banking organizations and their subsidiaries. See "Investment Adviser
and Administrator" below. The persons who have been elected to serve as officers
and trustees of The Victory Portfolios, their position with The Victory
Portfolios, and their principal occupations during the last five years are set
forth below:
<TABLE>
<CAPTION>
Position(s) Held
With the Victory Principal Occupation
Name, Address and Age Portfolios During Past 5 Years
- --------------------- ---------- -------------------
<S> <C> <C>
Roger Noall,* 62 Chairman and Trustee From 1996 to present,
c/o Brighton Apt. 1603 Executive of KeyCorp;
8231 Bay Colony Drive from 1995 to 1996,
Naples, Florida 34108 General Counsel and
Secretary of KeyCorp;
from 1994 to 1996, Senior
Executive Vice President
and Chief Administrative
Officer of KeyCorp; from
1985 to 1994, Vice
Chairman of the Board and
Chief Administrative
Officer of Society
Corporation (now known as
KeyCorp).
Leigh A. Wilson,** 53
New Century Care, Inc. President and Trustee From 1989 to present,
53 Sylvan Road North Chairman and Chief
Westport, CT 06880 Executive Officer,
New Century Care, Inc.
(Merchant bank); from
1995 to present,
Principal of New
Century Living, Inc.;
from 1989 to present,
Director of Chimney Rock
Vineyard and Chimney
Rock Winery; President
and Director, Key Mutual
Funds.
- -----------------
* Mr. Noall is an "interested person" and an "affiliated person" of the
Company.
** Mr. Wilson is deemed to be an "interested person" of the Victory Portfolios
under the 1940 Act solely by reason of his position as President.
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<PAGE>
Position(s) Held
With the Victory Principal Occupation
Name, Address and Age Portfolios During Past 5 Years
- --------------------- ---------- -------------------
Robert G. Brown, 74 Trustee Executive Vice President
8650 S. Ocean Drive Easton Corporiation -
Singer Island Retired. From October
Jensen Beach, FL 34957 1983 to November 1990,
Founder and President,
Cleveland Advanced
Manufacturing Program,
Inc. Serves on Board of
Directors of CAMP, Inc.
(non-profit corporation
engaged in regional
economic development).
Edward P. Campbell, 48 Trustee From October 1997 to
Nordson Corporation present, President and
28601 Clemens Road Chief Executive Officer
Westlake, OH 44145 of Nordson Corporation
(manufacturer of
application equipment);
July 1996 to October
1997, President and Chief
Operating Officer of
Nordson Corporation; from
March 1994 to July 1996,
Execitive Vice President
and Chief Operating
Officer of Nordson
Corporation; from May
1988 to March 1994, Vice
President of Nordson
Corporation; from 1987 to
December 1994, member of
the Supervisory Committee
of Society's Collective
Investment Retirement
Fund; from May 1991 to
August 1994, Trustee,
Financial Reserves Fund
and from May 1993 to
August 1994, Trustee,
Ohio Municipal Money
Market Fund. Currently,
Director of Key Mutual
Funds and Director of
Nordson Corporation.
Dr. Harry Gazelle, 70 Trustee Retired radiologist, Drs.
17822 Lake Road Hill and Thomas
Lakewood, OH 44107 Corporation.
Eugene J. McDonald, 65 Trustee From 1990 to present,
Duke Management Company Executive Vice President
2200 West Main Street, and Chief Investment
Suite 1000 Officer for Asset
Durham, N.C. 27705 Management of Duke
University and President
and CEO of Duke
Management Company;
Director of CCB Financial
Corporation, Flag Group
of Mutual Funds, DP Mann
Holdings, Key Mutual
Funds, Greater Triangle
Community Foundation, and
NC Bar Association
Investment Committee.
Dr. Thomas F. Morrissey, 64 Trustee 1995 Visiting Scholar,
Weatherhead School of Bond University,
Management Queensland, Australia;
Case Western Reserve Professor, Weatherhead
University School of Management,
10900 Euclid Avenue Case Western Reserve
Cleveland, OH 44106-7235 University; from 1989 to
1995, Associate Dean of
Weatherhead School of
Management; from 1987 to
December 1994, Member of
the Supervisory Committee
of Society's Collective
Investment Retirement
Fund; from May 1991 to
August 1994, Trustee,
Financial Reserves Fund
and from May 1993 to
August 1994, Trustee,
Ohio Municipal Money
Market Fund.
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<PAGE>
Position(s) Held
With the Victory Principal Occupation
Name, Address and Age Portfolios During Past 5 Years
- --------------------- ---------- -------------------
Dr. H. Patrick Swygert, 55 Trustee President, Howard
Howard University University; formerly
2400 6th Street, N.W. President, State
Suite 402 University of New York at
Washington, D.C. 20059 Albany; formerly,
Executive Vice President,
Temple University;
Trustee, The Victory
Funds.
Frank A. Weil, 67 Trustee Chairman and Chief
Abacus & Associates Executive Officer of
147 E. 47th Street Abacus & Associates, Inc.
New York, N.Y. 10017 (private investment
firm); Director and
President of the Norman
and Hickrill Foundations;
Director of Key Mutual
Funds. Director, Trojan
Industries. Formerly
United States Assistant
Secretary of Commerce for
Industry and Trade.
William B. Blundin, 59 Vice President Senior Vice President of
125 West 55th Street BISYS Fund Services
New York, N.Y. 10019 ("BISYS"); officer of
other investment
companies administered
by BISYS Fund Services;
President and Chief
Executive Officer of
Vista Broker- Dealer
Services, Inc., Emerald
Asset Management, Inc.
and BNY Hamilton
Distributors, Inc.,
registered
broker/dealers. - 94
-23-
<PAGE>
Position(s) with the Principal Occupation
Name, Age, and Address Victory Portfolios During Past 5 Years
- ------------------------ ------------------- -------------------
J. David Huber, 51 Vice President Executive Vice President
3435 Stelzer Road of BISYS.
Columbus, OH 43219-3035
Thomas E. Line, 30 Treasurer From December 1996
3435 Stelzer Road to present, employee
Columbus, OH 43219-3035 of BISYS Funds
Services; from
September 1989 to
November 1996, Audit
Senior Manager at
KPMG Peat Marwick
LLP.
Michael J. Sullivan, 32 Secretary From December 1996
3435 Stelzer Road to present, Vice
Columbus, OH 43219-3035 President of BISYS
Fund Services; from
February 1995 to
november 1996,
President,
Performance
Financial Group (a
mutual fund
consulting firm);
from January 1993 to
january 1995, CEO,
Manufacturing
Company.
Alaina V. Metz, Age 30 Assistant Secretary From June 1995 to
3435 Stelzer Road present, Chief
Columbus, OH 43219 Administrative and
Regulatory
Serevices, BISYS
Fund Services
Limited Partnership;
from May 1989 to
June 1995,
Supervisor, Mutual
Fund Legal
Department, Alliance
Capital Management.
Jay G. Baris, 44 Assistant Secretary From 1994 to
Kramer, Levin, Present, Partner,
Naftalis & Frankel; Kramer, Levin,
919 Third Avenue, Naftalis & Frankel;
41st Floor previously, Partner,
New York, NY 10022 Reid & Priest.
</TABLE>
Trustees who are not "interested persons" of either an investment
adviser to or principal underwriter for the Funds receive an annual fee of
$7,500 plus $750 per meeting of the Board of Trustees attended and reasonable
out of pocket expenses incurred in connection with attending such meetings.
Trustees who are "interested persons" of either an investment adviser to or
principal underwriter for the Funds do not receive any compensation from the
Trust.
<TABLE>
<CAPTION>
AGGREGATE COMPENSATION FROM THE VICTORY TOTAL COMPENSATION FROM THE VICTORY
PORTFOLIOS FOR THE FISCAL YEAR ENDED "FUND COMPLEX" FOR THE YEAR ENDED
NAME OF TRUSTEE NOVEMBER 30, 1997 NOVEMBER 30, 1997
- ------------------------------------------ ----------------------------------------- -----------------------------------------
<S> <C> <C>
Edward P. Campbell $10,500 $49,500
Eugene J. McDonald $10,500 $10,500(1)
Frank A. Weil $10,500 $10,500(1)
Leigh A. Wilson $10,500 $55,500
(1) Total compensation paid with respect to service on the Board of the Trust only.
</TABLE>
<PAGE>
MANAGEMENT OF THE PROPRIETARY PORTFOLIOS
The Funds are shareholders in the Proprietary Portfolios. A brief
description of the management of The Victory Portfolios is set forth below.
THE VICTORY PORTFOLIOS' TRUSTEES AND OFFICERS:
The persons who have been elected to serve as officers and directors of
The Victory Portfolios, their position(s) with The Victory Portfolios, and their
principal occupations during the last five years are identical to the
information listed immediately above for the Funds.
VICTORY PORTFOLIOS' BOARD OF TRUSTEES:
Overall responsibility for management of the Victory Portfolios rests
with the Trustees, who are elected by the shareholders of The Victory
Portfolios. The Victory Portfolios are managed by the Trustees in accordance
with the laws of the State of Delaware governing business trusts. There are
currently seven Trustees, six of whom are not "interested persons" of The
Victory Portfolios within the meaning of that term under the 1940 Act
("Independent Trustees"). The Trustees, in turn, elect the officers of The
Victory Portfolios to supervise actively its day-to-day operations.
SECURITY HOLDERS
The name, address, and percentage of ownership of each person who is
known by the Registrant to have owned of record or beneficially 5 percent or
more of any of the Funds' shares (on February 27, 1998, these shares were shares
of the KeyChoice Funds) as of February 27, 1998 is:
<TABLE>
<CAPTION>
LIFECHOICE CONSERVATIVE LIFECHOICE MODERATE INVESTOR LIFECHOICE GROWTH INVESTOR
NAME AND ADDRESS INVESTOR FUND FUND FUND
<S> <C> <C> <C>
SNBOC and Company 96.9% 97.2% 97.9%
4900 Tiedeman Rd.
Cleveland, OH 44144-2338
</TABLE>
THE INVESTMENT ADVISER OF THE FUNDS
INVESTMENT ADVISER. The investment adviser of the Funds is KAM. KAM was
organized as a New York corporation on July 27, 1995 and is registered with the
Commission as an investment adviser under the Investment Advisers Act of 1940,
as amended. KAM is a wholly owned subsidiary of KeyBank National Association
("KeyBank"). KeyBank is a wholly owned subsidiary of KeyCorp, one of the largest
financial services holding companies in the United States. As of December 31,
1997, KAM and its affiliates managed approximately $60 billion in assets for
numerous clients, including large corporate and public retirement plans,
Taft-Hartley plans, foundations and endowments and high net worth individuals.
As of September 30, 1997, KeyCorp had an asset base of $72 billion,
with banking offices in 26 states from Maine to Alaska, and trust and investment
offices in 16 states. KeyCorp is the resulting entity of the 1994 merger of
Society Corporation, the bank holding company of which KeyBank, formerly Society
National Bank, was a wholly-owned subsidiary, and KeyCorp, the former bank
holding company. KeyCorp's major business activities include providing
traditional banking and associated financial services to consumer, business, and
commercial markets. KeyCorp's non-bank subsidiaries include investment advisory,
securities brokerage, insurance, bank credit card processing, and leasing
companies. KeyBank is the lead affiliate bank of KeyCorp, which is headquartered
at 127 Public Square, Cleveland, Ohio 44114.
Pursuant to the Investment Advisory Agreement between the Trust, on
behalf of the Funds, and KAM (the "Investment Advisory Agreement"), dated March
6, 1998, KAM furnishes a continuous investment program for the Funds, conducts
investment research, makes the day-to-day investment decisions for the Funds,
executes the purchase and sale orders for the portfolio transactions of the
Funds, and generally manages and supervises the Funds' investments in accordance
with the stated policies of the Funds, subject to the general supervision of the
Board of Trustees of the Funds.
-24-
<PAGE>
KAM continuously monitors the allocation of each Fund's investment in
Underlying Portfolios in three distinct investment categories according to
certain percentage ranges predetermined by the Trustees as follows:
<TABLE>
<CAPTION>
CONSERVATIVE INVESTOR FUND MODERATE INVESTOR FUND GROWTH INVESTOR FUND
<S> <C> <C> <C>
Equity Funds 30-50% 50-70% 70-90%
Bond/Fixed Income Funds 50-70% 30-50% 10-30%
Money Market Funds/Cash 0-15% 0-15% 0-15%
</TABLE>
KAM rebalances or reallocates the Funds' investments across Underlying
Portfolios as market conditions warrant. All reallocations are expected to occur
within the above-described ranges.
The selection of the Proprietary Portfolios in which the Conservative
Investor Fund, Moderate Investor Fund, and Growth Investor Fund will invest, as
well as the percentage of assets which can be invested in each type of
underlying mutual fund, are not fundamental investment policies and can be
changed without the approval of a majority of the respective Fund's
shareholders. Any changes to the percentage ranges shown above for allocation
across types of Underlying Portfolios or for allocation in Proprietary
Portfolios and Other Portfolios requires the approval of the Trust's Board of
Trustees. Investors desiring more information on a Proprietary Portfolio listed
above may call The Victory Portfolios at 800-539-FUND to request a prospectus,
which is available without charge. The selection of the Other Portfolios also is
within the Adviser's discretion.
Changes in the value of the Underlying Portfolios may affect cash
income, if any, derived from these investments and will affect a Fund's net
asset value. Because each Fund invests primarily in other mutual funds, which
fluctuate in value, the Funds' shares will correspondingly fluctuate in value.
Although the Funds normally seek to remain substantially fully invested in the
Underlying Portfolios, a Fund may invest temporarily in certain short-term
obligations. Such obligations may be used to invest uncommitted cash balances or
to maintain liquidity to meet shareholder redemptions. A Fund also may borrow
money for temporary or emergency purposes.
As compensation for the services rendered and related expenses borne by
KAM under the Investment Advisory Agreement, the Funds pay KAM a fee, computed
daily and payable monthly, equal to 0.20% per annum of the Fund's average daily
net assets.
Unless sooner terminated, the Investment Advisory Agreement provides
that it will continue in effect for an initial two-year term and, with respect
to each Fund, for consecutive one-year terms thereafter, provided that such
continuance is approved at least annually by the Board of Trustees of the Trust
or by a vote of a majority of the outstanding voting securities of a Fund (as
defined in the 1940 Act), and, in either case, by a majority of the Trustees who
are not parties to the Investment Advisory Agreement or interested persons (as
defined in the 1940 Act) of any such party, by votes cast in person at a meeting
called for such purpose.
The Investment Advisory Agreement is terminable as to a Fund at any
time on 60 days' written notice without penalty by the Trustees, by vote of a
majority of the outstanding voting securities of the Fund, or by KAM. The
Investment Advisory Agreement also terminates automatically in the event of its
assignment, as defined in the 1940 Act.
The Investment Advisory Agreement provides that KAM shall not be liable
for any error of judgment or mistake of law or for any loss suffered by a Fund
in connection with the performance of its services pursuant to the Investment
Advisory Agreement, except a loss resulting from a breach of fiduciary duty with
respect to the receipt of compensation for services or a loss resulting from
willful misfeasance, bad faith, or gross negligence on the part of KAM in the
performance of its duties, or from reckless disregard by it of either duties or
obligations thereunder.
The Investment Advisory Agreement also provides that KAM may delegate a
portion of its responsibilities to a sub-adviser. In addition, the Investment
Advisory Agreement provides that KAM may render services through its own
employees or through the employees of one or more affiliated companies that are
qualified to act as an investment adviser to the Funds and are under the common
control of KeyCorp as long as all such persons are functioning as part of an
organized group of persons that is managed by authorized officers of KAM.
-25-
<PAGE>
Due to certain regulatory restrictions on banking organizations and
their subsidiaries, employees of KAM are not permitted to serve as officers or
directors of the Trust.
Advisory Fees as of November 30, 1997
Fund Fees Waiver
- --------------------------------------------------------------------------------
Growth Investor 6,130 128
Moderate Investor 6,565 1024
Conservative Investor 4,311 139
THE INVESTMENT ADVISERS OF THE PROPRIETARY PORTFOLIOS
As a shareholder in the Proprietary Portfolios, the Funds will bear
their proportionate share of the investment advisory fees paid by those Funds.
Set forth below is a description of the investment advisory agreements for each
Proprietary Portfolio.
VICTORY PORTFOLIOS
KAM is the investment adviser to the Victory Portfolios. KAM directs
the investment of the Victory Portfolios' assets, subject at all times to the
supervision of the Proprietary Portfolios' Board of Trustees. KAM continually
conducts investment research and supervision for the Funds and is responsible
for the purchase and sale of the Proprietary Portfolios' investments.
KAM was organized as a New York corporation on July 27, 1995 and is
registered with the Commission as an investment adviser under the Investment
Advisers Act of 1940, as amended. It is a wholly owned subsidiary of KAMHI,
which is a wholly owned subsidiary of KeyBank, a wholly owned subsidiary of
KeyCorp, a financial services holding company. KAM and its affiliates managed
approximately $60 billion, as of December 31, 1997, for numerous clients
including large corporate and public retirement plans, Taft-Hartley plans,
foundations and endowments, high net worth individuals and mutual funds.
As of September 30, 1997, KeyCorp had an asset base of $72 billion,
with banking offices in 26 states from Maine to Alaska, and trust and investment
offices in 16 states. KeyCorp is the resulting entity of the merger in 1994 of
Society Corporation, the bank holding company of which KeyBank, formerly Society
National Bank, was a wholly-owned subsidiary, and KeyCorp, the former bank
holding company. KeyCorp's major business activities include providing
traditional banking and associated financial services to consumer, business and
commercial markets. KeyCorp's non-bank subsidiaries include investment advisory,
securities brokerage, insurance, bank credit card processing, and leasing
companies. KeyBank is the lead affiliate bank of KeyCorp, which is headquartered
at 127 Public Square, Cleveland, Ohio 44114.
The persons primarily responsible for the investment management of the
Victory Portfolios are as follows:
<TABLE>
<CAPTION>
FUND PORTFOLIO MANAGER MANAGING FUND SINCE EXPERIENCE
<S> <C> <C> <C>
Victory Value Fund Judith A. Jones Commencement of operations Senior Portfolio Manager and
Managing Director of KAM, and
has been in the investment
business since 1967.
Victory Diverisifed Stock Fund Lawrence G. Babin Commencement of operations Senior Portfolio Manager and
Managing Director of KAM, and
has been in the investment
business since 1982.
Victory Growth Fund William F. Ruple June, 1995 Senior Portfolio Manager and
Director of KAM, and has
been in the investment
advisory business since 1970.
<PAGE>
Victory Special Value Fund Anthony Aveni Commencement of operations Senior Managing Director with
KAM, and has been in the
investment business since
1981.
Barabara Myers June, 1985 Senior Portfolio Manager and
Managing Director of KAM, and
has been in the investment
business since 1987.
Paul Danes October, 1995 Portfolio Manager and Director
of KAM, and has been in the
investment business since 1987.
Victory Special Growth Fund Annette Geddes June, 1996 Managing Director and Portfolio
Manager of KAM, and has been in
the investment business since
1967.
Victory International Growth Conrad R. Metz. October, 1995 Senior Portfolio Manager and
Fund Managing Director of KAM, and
has been in the investment
business since 1978.
Victory Convertible Securities Richard A. Janus April, 1996
Fund
Victory Convertible Securities James K. Kaesberg April, 1996
Fund
Victory Real Estate Investment
Fund
Victory Government Mortgage Robert H. Fernald May, 1996 Senior Portfolio Manager and
Fund Director of KAM, and has been
working in the fixed income
markets for over 20 years.
Victory Investment Qulaity Richard T. Heine Commencement of operations Vice President and Portfolio
Bond Fund Manager with KAM, and has
been in the investment
advisory business since 1977
Victory Fund for Income Robert H. Fernald May, 1996 Senior Portfolio Manager and
Director of KAM, and has been
working in the fixed income
markets for over 20 years.
Victory Intermediate Income Eric Rasmussen April, 1997 Portfolio Manager and
Fund Director of the Taxable
Income Department of KAM,
-26-
<PAGE>
and has been in the investment
business since 1988.
Victory Limited Term Income Robert H. Fernald January, 1995 Senior Portfolio Manager and
Fund Director of KAM, and has been
working in the fixed income
markets for over 20 years.
</TABLE>
The following schedule lists the advisory fees for each VP mutual fund
that is advised by KAM
0.50 of 1% OF AVERAGE DAILY NET ASSETS Victory Limited Term Income Fund
Victory Financial Reserves Fund
Victory Fund for Income
Victory Government Mortgage Fund
0.65 of 1% OF AVERAGE DAILY NET ASSETS Victory Diversified Stock Fund
0.75 of 1% OF AVERAGE DAILY NET ASSETS Victory Investment Quality Bond Fund
Victory Intermediate Income Fund
Victory Convertible Securities Fund
1.00 of 1% OF AVERAGE DAILY NET ASSETS Victory Value Fund
Victory Growth Fund
Victory Special Value Fund
Victory Special Growth Fund
Victory Real Estate Fund
1.10 of 1% OF AVERAGE DAILY NET ASSETS Victory International Growth Fund
ADMINISTRATOR OF THE FUNDS
BISYS Fund Services Limited Partnership (d/b/a BISYS Fund Services)
("BISYS" or the "Administrator") serves as administrator to the Funds pursuant
to an administration agreement dated October 1, 1997 (the "Administration
Agreement"). The Administrator assists in supervising all operations of the
Funds (other than those performed by the Adviser or the Sub-Adviser under the
Investment Advisory Agreement and Investment Sub-Advisory Agreement), subject to
the supervision of the Board of Trustees.
For the services rendered to the Funds and related expenses borne by
BISYS as Administrator, each Fund pays BISYS an annual fee, computed daily and
paid monthly, at the following annual rates based on each Fund's average daily
net assets:
.15% for portfolio assets of $300 million and less,
.12% for the next $300 million through $600 million of portfolio assets;
and .10% for portfolio assets greater than $600 million.
BISYS may periodically waive all or a portion of its fee with respect
to any Fund in order to increase the net income of one or more of the Funds
available for distribution to shareholders.
The Administration Agreement provides that the Administrator shall not
be liable for any error of judgment or mistake of law or any loss suffered by
the Funds in connection with the matters to which the Administration Agreement
relates, except a loss resulting from willful misfeasance, bad faith, or gross
negligence in the performance of its duties, or from the reckless disregard by
it of its obligations and duties thereunder.
-27-
<PAGE>
Under the Administration Agreement, BISYS assists in the Fund's
administration and operation, including providing statistical and research data,
clerical services, internal compliance, and various other administrative
services, including among other responsibilities, forwarding certain purchase
and redemption requests to the Transfer Agent, participation in the updating of
the prospectus, coordinating the preparation, filing, printing and dissemination
of reports to shareholders, coordinating the preparation of income tax returns,
arranging for the maintenance of books and records, and providing office
facilities necessary to carry out its duties thereunder. Under the
Administration Agreement, BISYS may delegate all or any part of its
responsibilities thereunder.
BISYS Fund Services Ohio, Inc. ( BISYS, Inc. ) serves as fund
accountant for the all of the Funds pursuant to a fund accounting agreement with
the Victory Portfolios dated May 31, 1995 (the "Fund Accounting Agreement"). As
fund accountant for the Victory Portfolios, BISYS, Inc. calculates each Fund's
net asset value, the dividend and capital gain distribution, if any, and the
yield. BISYS, Inc. also provides a current security position report, a summary
report of transactions and pending maturities, a current cash position report,
and maintains the general ledger accounting records for the Funds. Under the
Fund Accounting Agreement, BISYS, Inc. is entitled to receive annual fees of
.03% of the first $100 million of the Fund's daily average net assets, .02% of
the next $100 million of the Fund's daily average net assets, and .01% of the
Fund's remaining daily average net assets. These annual fees are subject to a
minimum monthly assets charge of $2,500 per taxable fund, $2,917 per tax-free
fund, and $3,333 per international fund and does not include out-of-pocket
expenses or multiple class charges of $833 per month assessed for each class of
shares after the first class.
Administative Fees Fund Accounting Fees
Fund Taken Waived Taken Waived
- --------------------------------------------------------------------------------
Growth Investor 8,288 2,712 7,241 0
Moderate Investor 8,305 2,695 6,197 0
Conservative Investor 8,290 2,710 3,908 0
EXPENSES, DISTRIBUTOR, AND DISTRIBUTION PLAN
Payments made under the Shareholder Servicing Plan to Shareholder
Servicing Agents (which may include affiliates of the Adviser and Sub-Adviser)
are for administrative support services to customers who may from time to time
beneficially own shares, which services may include: (1) aggregating and
processing purchase and redemption requests for shares from customers and
transmitting promptly net purchase and redemption orders to our distributor or
transfer agent; (2) providing customers with a service that invests the assets
of their accounts in shares pursuant to specific or pre-authorized instructions;
(3) processing dividend and distribution payments on behalf of customers; (4)
providing information periodically to customers showing their positions in
shares; (5) arranging for bank wires; (6) responding to customer inquiries; (7)
providing subaccounting with respect to shares beneficially owned by customers
or providing the information to the Funds as necessary for subaccounting; (8) if
required by law, forwarding shareholder communications from us (such as proxies,
shareholder reports, annual and semi-annual financial statements and dividend,
distribution and tax notices) to customers; (9) forwarding to customers proxy
statements and proxies containing any proposals which require a shareholder
vote; and (10) providing such other similar services as we may reasonably
request to the extent you are permitted to do so under applicable statutes,
rules or regulations.
OTHER SERVICING PLANS.
In connection with certain servicing plans, the Funds had made certain
commitments that provide: (i) for one or more brokers to accept on the Funds'
behalf, purchase and redemption orders; (ii) authorize such brokers to designate
other intermediaries to accept purchase and redemption orders on the Funds'
behalf; (iii) that the Funds will be deemed to have received a purchase or
redemption order when an authorized broker or, if applicable, a broker's
authorized designee, accepts the order; and (iv) that customer orders will be
priced at the Funds' Net Asset Value next computed after they are accepted by an
authorized broker or the broker's authorized designee.
-28-
<PAGE>
DISTRIBUTION AND SERVICE PLAN.
The Victory Portfolios, on behalf of the Financial Reserves Fund, Fund
for Income, Institutional Money Market Fund (Investor Class and Select Class),
Lakefront Fund, National Municipal Bond Fund, New York Tax-Free Fund, Ohio
Municipal Money Market Fund, Real Estate Investment Fund, and U.S. Obligations
Fund (Investor Shares) has adopted a Distribution and Service Plan (the Plan )
pursuant to Rule 12b-1 under the 1940 Act (the Rule 12b-1 ). Rule 12b-1 provides
in substance that a mutual fund may not engage directly or indirectly in
financing any activity that is primarily intended to result in the sale of
shares of such mutual fund except pursuant to a plan adopted by the fund under
Rule 12b-1. The Board of Trustees has adopted the Plan to allow the Adviser, the
Sub-Adviser and the Distributor to incur certain expenses that might be
considered to constitute indirect payment by the Funds of distribution expenses.
Under the Plan, if a payment to the Advisers or the Sub-Adviser of management
fees or to the Distributor of administrative fees should be deemed to be
indirect financing by the Victory Portfolios of the distribution of their
shares, such payment is authorized by the Plan.
The Plan specifically recognizes that the Adviser, the Sub-Adviser or
the Distributor, directly or through an affiliate, may use its fee revenue, past
profits, or other resources, without limitation, to pay promotional and
administrative expenses in connection with the offer and sale of shares of the
Funds. In addition, the Plan provides that the Adviser, the Sub-Adviser and the
Distributor may use their respective resources, including fee revenues, to make
payments to third parties that provide assistance in selling the Funds' shares,
or to third parties, including banks, that render shareholder support services.
The Plan has been approved by the Board of Trustees. As required by the
Rule, the Trustees carefully considered all pertinent factors relating to the
implementation of the Plan prior to its approval, and have determined that there
is a reasonable likelihood that the Plan will benefit the Funds and their
shareholders. In particular, the Trustees noted that the Plan does not authorize
payments by the Funds other than the advisory and administrative fees authorized
under the investment advisory and administration agreements. To the extent that
the Plan gives the Adviser, the Sub-Adviser or the Distributor greater
flexibility in connection with the distribution of shares of the Funds,
additional sales of the Funds' shares may result. Additionally, certain
shareholder support services may be provided more effectively under the Plan by
local entities with whom shareholders have other relationships.
CUSTODIAN, TRANSFER AGENT, AND DIVIDEND DISBURSING AGENT
State Street Bank and Trust Company ( State Street ) serves as transfer
agent for the Funds. Boston Financial Data Services, Inc. ( BFDS ) serves as the
dividend disbursing agent and shareholder servicing agent for the Funds,
pursuant to a Transfer Agency and Service Agreement. Under its agreement with
the Victory Portfolios, State Street has agreed (1) to issue and redeem shares
of the Victory Portfolios; (2) to address and mail all communications by the
Victory Portfolios to its shareholders, including reports to shareholders,
dividend and distribution notices, and proxy material for its meetings of
shareholders; (3) to respond to correspondence or inquiries by shareholders and
others relating to its duties; (4) to maintain shareholder accounts and certain
sub-accounts; and (5) to make periodic reports to the Trustees concerning the
Victory Portfolios' operations.
CUSTODIAN.
Cash and securities owned by each of the Victory Portfolios are held by Key
Trust as custodian pursuant to a Custodian Agreement dated August 1, 1996. Cash
and securities owned by the Funds are also held by Morgan Stanley Trust Company
( Morgan Stanley ) as sub-custodian, and certain foreign sub-custodians,
pursuant to a Sub-Custody Agreement. Under these Agreements, Key Trust and
Morgan Stanley each (1) maintains a separate account or accounts in the name of
each respective fund; (2) makes receipts and disbursements of money on behalf of
each Fund; (3) collects and receives all income and other payments and
distributions on account of portfolio securities; (4) responds to correspondence
from security brokers and others relating to its duties; and (5) makes periodic
reports to the Trustees concerning The Victory Portfolios' operations. Key Trust
may, with the approval of a fund and at the custodian's own expense, open and
maintain a sub-custody account or accounts on behalf of a fund, provided that
Key Trust shall remain liable for the performance of all of its duties under the
Custodian Agreement.
-29-
<PAGE>
PERFORMANCE INFORMATION
From time to time the "standardized yield," "dividend yield,"
"distribution return," "average annual total return," and "total return" of an
investment in Fund shares may be advertised. An explanation of how yields and
total returns are calculated and the components of those calculations are set
forth below.
Yield and total return information may be useful to investors in
reviewing a Fund's performance. A Fund's advertisement of its performance must,
under applicable Commission rules, include the average annual total returns for
the Fund for the 1, 5, and 10-year period (or the life of the Fund, if less) as
of the most recently ended calendar quarter. This enables an investor to compare
a Fund's performance to the performance of other funds for the same periods.
However, a number of factors should be considered before using such information
as a basis for comparison with other investments. An investment in a Fund is not
insured; yield and total return are not guaranteed and normally fluctuate on a
daily basis. When redeemed, an investor's shares may be worth more or less than
their original cost. Yield and total return for any given past period are not a
prediction or representation by the Trust of future yields or rates of return on
its shares. The yield and total return of a Fund are affected by the types of
investments the Fund holds, its operating expenses and other factors.
Standardized Yields. A Fund's "yield" (referred to as "standardized
yield") for a given 30-day period for the shares of the Fund is calculated using
the following formula set forth in rules adopted by the Commission that apply to
all funds that quote yields:
2[(a-b+1)^6-1]
Standardized Yield = ---
cd
The symbols above represent the following factors:
a = dividends and interest earned during the 30-day
period.
b = expenses accrued for the period (net of any expense
reimbursements).
c = the average daily number of shares of the Fund
outstanding during the 30-day period that were
entitled to receive dividends.
d = the maximum offering price per share on the last
day of the period, adjusted for undistributed net
investment income.
The standardized yield for a 30-day period may differ from its yield
for any other period. The Commission formula assumes that the standardized yield
for a 30-day period occurs at a constant rate for a six-month period and is
annualized at the end of the six-month period. This standardized yield is not
based on actual distributions paid by the Fund to shareholders in the 30-day
period, but is a hypothetical yield based upon the net investment income from
the Fund's portfolio investments calculated for that period. The standardized
yield may differ from the "dividend yield," described below.
The 30-day yield as of November 30, 1997 was:
Growth Investor Fund 1.026825
Moderate Investor Fund 2.069264
Conservative Investor Fund 3.300643
-30-
<PAGE>
Dividend Yield and Distribution Return. From time to time a Fund may
quote a "dividend yield" or a "distribution return." Dividend yield is based on
the share dividends derived from net investment income during a stated period.
Distribution return includes dividends derived from net investment income and
from realized capital gains declared during a stated period. Under those
calculations, the dividends and/or distributions declared during a stated period
of one year or less (for example, 30 days) are added together, and the sum is
divided by the maximum offering price per share on the last day of the period.
When the result is annualized for a period of less than one year, the "dividend
yield" is calculated as follows:
Dividends + Number of days (accrual period) x 365
Dividend Yield = -------------------------------------------------
Max. Offering Price (last day of period)
Total Return. The "average annual total return" is an average annual
compounded rate of return for each year in a specified number of years. It is
the rate of return based on the change in value of a hypothetical initial
investment of $1,000 ("P" in the formula below) held for a number of years ("n")
to achieve an Ending Redeemable Value ("ERV"), according to the following
formula:
ERV(1n)-1
---------
Average Annual Total Return = P
The cumulative "total return" calculation measures the change in value
of a hypothetical investment of $1,000 over an entire period of years. Its
calculation uses some of the same factors as average annual total return, but it
does not average the rate of return on an annual basis. Total return is
determined as follows:
ERV-P
-----
Total Return = P
Total returns assume that all dividends and capital gains distributions
during the period are reinvested to buy additional shares at net asset value per
share, and that the investment is redeemed at the end of the period.
Other Performance Comparisons. From time to time, a Fund may publish
the ranking of the performance of its shares by Lipper Analytical Services, Inc.
("Lipper"), a widely-recognized independent mutual fund monitoring service.
Lipper monitors the performance of regulated investment companies, including the
Funds, and ranks the performance of the Funds. The Lipper performance rankings
are based on a total return that includes the reinvestment of capital gains
distributions and income dividends but does not take sales charges or taxes into
consideration.
From time to time, a Fund may publish the ranking of the performance of
its shares by Morningstar, Inc., an independent mutual fund monitoring service
that ranks mutual funds, including the Funds, in broad investment categories
(equity, taxable bond, tax-exempt, and other) monthly, based upon each funds'
three, five, and ten-year average annual total returns (when available) and a
risk adjustment factor that reflects Fund performance relative to three-month
U.S. Treasury bill monthly returns. Such returns are adjusted for fees and sales
loads. There are five ranking categories with a corresponding number of stars:
highest (5), above average (4), neutral (3), below average (2), and lowest (1).
Ten percent of the funds, series, or classes in an investment category receive 5
stars, 22.5% receive 4 stars, 35% receive 3 stars, 22.5% receive 2 stars, and
the bottom 10% receive one star.
From time to time, the yields and the total returns of the Funds may be
quoted in and compared to other mutual funds with similar investment objectives
in advertisements, shareholder reports or other communications to shareholders.
The Funds also may include calculations in such communications that describe
hypothetical investment results. (Such performance examples will be based on an
express set of assumptions and are not indicative of the performance of any
Fund.) Such calculations may from time to time include discussions or
illustrations of the effects of compounding in advertisements. "Compounding"
refers to the fact that, if dividends or other distributions on a Fund
investment are reinvested by being paid in additional Fund shares, any future
income or capital appreciation of the Fund would increase the value, not only of
the original Fund investment, but also of the additional Fund shares received
through reinvestment. As a result, the value of the Fund investment would
increase more quickly than if dividends or other distributions had been paid in
cash. A Fund may also include discussions or illustrations of the potential
investment goals of a prospective investor (including but not limited to tax
and/or retirement planning), investment management techniques, policies or
investment suitability of Fund, economic conditions,
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legislative developments (including pending legislation), the effects of
inflation and historical performance of various asset classes, including but not
limited to stocks, bonds and Treasury bills. From time to time advertisements or
communications to shareholders may summarize the substance of information
contained in shareholder reports (including the investment composition of a
Fund, as well as the views of the investment adviser as to current market,
economic, trade and interest rate trends, legislative, regulatory and monetary
developments, investment strategies and related matters believed to be of
relevance to a Fund). A Fund also may include in advertisements, charts, graphs
or drawings which illustrate the potential risks and rewards of investment in
various investment vehicles, including but not limited to stock, bonds, Treasury
bills and shares of the Fund as well as charts or graphs which illustrate
strategies such as dollar cost averaging, and comparisons of hypothetical yields
of investment in tax-exempt versus taxable investments. In addition,
advertisements or shareholder communications may include a discussion of certain
attributes or benefits to be derived by an investment in a Fund. Such
advertisements or communications may include symbols, headlines or other
material which highlight or summarize the information discussed in more detail
therein. With proper authorization, a Fund may reprint articles (or excerpts)
written regarding a Fund and provide them to prospective shareholders.
Performance information concerning the Funds generally is available by calling
800-539-FUND.
Advertisements and sales literature may include discussions of
specifics of the portfolio manager's investment strategy and process, including,
but not limited to, descriptions of security selection and analysis.
Advertisements may also include descriptive information about the
investment adviser, including, but not limited to, its status within the
industry, other services and products it makes available, total assets under
management, and its investment philosophy.
When comparing yield, total return, and investment risk of an
investment in a Fund with other investments, investors should understand that
certain other investments have different risk characteristics than an investment
in shares of the Fund. For example, certificates of deposit may have fixed rates
of return and may be insured as to principal and interest by the FDIC, while a
Fund's returns will fluctuate and its share values and returns are not
guaranteed. Money market accounts offered by banks also may be insured by the
FDIC and may offer stability of principal. U.S. Treasury Securities are
guaranteed as to principal and interest by the full faith and credit of the U.S.
government.
Money market mutual funds seek to offer a fixed price per share.
PORTFOLIO TRANSACTIONS AND BROKERAGE
Pursuant to the Investment Advisory Agreement, KAM determines, subject
to the general supervision of the Trustees of the Trust, and in accordance with
each Fund's investment objective and restrictions, which Underlying Portfolio
shares or securities are to be purchased or sold by a Fund, and which brokers
are to be eligible to execute its portfolio transactions. Purchases from
underwriters and/or broker dealers of portfolio securities include a commission
or concession paid by the issuer to the underwriter and/or broker/dealer and
purchases from dealers serving as market makers may include the spread between
bid and asked price. At times, the Funds may also purchase portfolio securities
directly from dealers acting as principals, underwriters or market makers. As
these transactions are usually conducted on a net basis, no brokerage
commissions are paid by a Fund. While KAM generally seeks competitive spreads or
commissions, a Fund may not necessarily pay the lowest prices available on each
transaction, for reasons discussed below.
Allocation of transactions to dealers is determined by KAM in its best
judgment and in a manner deemed fair and reasonable to shareholders. The primary
consideration is prompt execution of orders in an effective manner at the most
favorable price. In assessing the best overall terms available for any
transaction, KAM considers all factors it deems relevant, including the breadth
of the market in the security, the price of the security, the financial
condition and execution capability of the broker or dealer, research services
provided to KAM, and the reasonableness of the commission, if any, both for the
specific transaction and on a continuing basis.
In selecting brokers or dealers qualified to execute a particular
transaction, brokers or dealers may be selected who provide brokerage and
research services (as those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934) to KAM, the Funds or other accounts over which KAM
exercises investment discretion. Research so received is in addition to and not
in lieu of services required to be performed by KAM and does not reduce the
advisory fees payable to KAM by the Funds. Such information may be useful to KAM
in serving both the Funds and other clients and, conversely, such supplemental
research information obtained by the placement of orders on behalf of other
clients may be useful to KAM in carrying out its obligations
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to the Funds. The Investment Advisory Agreement authorizes KAM to pay a broker
or dealer who provides such brokerage and research services a commission for
executing a portfolio transaction for a Fund which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if KAM determines in good faith that the total commission is
reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer, viewed in terms of either that particular
transaction or the overall responsibilities of KAM with respect accounts over
which it exercises investment discretion.
The Funds will not execute portfolio transactions through, acquire
portfolio securities issued by, make savings deposits in, or enter into
repurchase or reverse repurchase agreements with KAM, Key Trust Company of Ohio,
N.A. or its affiliates, BISYS, or their affiliates, and will not give preference
to Key Trust Company of Ohio, N.A.'s correspondent banks or affiliates, or BISYS
with respect to such transactions, securities, savings deposits, repurchase
agreements, and reverse repurchase agreements.
Investment decisions for the Funds are made independently from those
made for other funds or any other investment company or account managed by KAM.
Any such other investment company or account may also invest in the same
securities as a particular Fund. When a purchase or sale of the same security is
made at substantially the same time on behalf of a Fund and another Fund or
investment company or account, the transaction will be averaged as to price, and
available investments allocated as to amount, in a manner which KAM believes to
be equitable to the Fund and such other Fund or investment company or account.
In some instances, this investment procedure may adversely affect the price paid
or received by the Fund or the size of the position obtained by the Fund. To the
extent permitted by law, KAM may aggregate the securities to be sold or
purchased for a Fund with those to be sold or purchased for the other Funds or
for other investment companies or accounts in order to obtain best execution. In
making investment recommendations for the Funds, KAM will not inquire or take
into consideration whether an issuer of securities proposed for purchase or sale
by a Fund is a customer of KAM, its parents or subsidiaries or affiliates and,
in dealing with their commercial customers, KAM, its parents, subsidiaries, and
affiliates will not inquire or take into consideration whether securities of
such customers are held by the Funds.
PURCHASE, REDEMPTION, AND PRICING
As indicated in the Prospectus, the net asset value of each Fund is
determined and the shares of each Fund are priced as of the close of regular
trading of the NYSE ("the Valuation Time") on each Business Day of the Fund. A
"Business Day" is a day on which the NYSE is open for trading. The NYSE is
closed in observance of the following holidays: New Year's Day, Martin Luther
King, Jr. Day, President's Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving, and Christmas. The methods of purchase and redemption
of shares, and special retirement, withdrawal, and exchange plans offered are
fully set forth in the Prospectus. Certain additional information is provided
below.
Pursuant to Rule 11a-3 under the 1940 Act, a Fund is required to give
shareholders at least 60 days' notice prior to terminating or modifying its
exchange privilege. Under that Rule, the 60-day notification requirement may be
waived if (1) the only effect of a modification would be to reduce or eliminate
an administrative fee, redemption fee, or deferred sales charge ordinarily
payable at the time of exchange, or (2) a Fund temporarily suspends the offering
of shares as permitted under the 1940 Act or by the Commission, or because it is
unable to invest amounts effectively in accordance with its investment objective
and policies.
The Trust and KAM reserve the right at any time without prior notice to
shareholders to refuse exchange purchases by any person or group if, in the
judgment of KAM, a Fund would be unable to invest effectively in accordance with
its investment objective and policies, or would potentially be adversely
affected.
The Trust has elected, pursuant to Rule 18f-1 under the 1940 Act, to
redeem shares of each Fund solely in cash up to the lesser of $250,000 or 1% of
the net asset value of a Fund during any 90-day period for any one shareholder.
Any portion of a redemption not paid in cash may be paid in securities or other
property of the relevant Fund. Shareholders receiving securities or other
property upon redemption may realize a gain or loss for tax purposes and may
incur additional costs (e.g., brokerage costs) as well as the inconveniences
associated with disposing of such securities or other property.
The net asset value of the shares of each Fund is normally determined
at 4:00 p.m., Eastern Time, each Business Day, and each is determined by
dividing the total value of all underlying mutual fund shares and securities
held (both valued at current
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market value or by other method approved by the respective Board of the
Proprietary Portfolios), and other assets, less liabilities, divided by the
total number of shares then outstanding. Securities for which quotations are not
readily available and any other assets are valued at fair value as determined in
good faith by the Board of Trustees. Money market instruments are valued at
market value except money market instruments having a maturity of less than 60
days which are valued at amortized cost. The amortized cost method values a
security initially at its cost and thereafter assumes a constant amortization of
any discount or premium regardless of the impact of fluctuating interest rates
on the market value of the security. This method does not take into account
unrealized gains or losses.
DIVIDENDS AND DISTRIBUTIONS
The Funds distribute substantially all of their net income and net
capital gains, if any, to shareholders with each calendar year as well as on a
fiscal year basis to the extent required for the Funds to qualify for favorable
tax treatment. The Funds ordinarily declare and pay dividends quarterly and
declare and pay capital gains, if any, annually.
The net income of a Fund, from the time immediately before its
calculation, will consist of all interest income accrued on the portfolio assets
of the Fund, dividend income, if any, income from securities losses, if any, and
realized capital gain and losses on the Fund's assets, less all expenses and
liabilities of the Fund chargeable against income. Interest income shall include
discount earned, including both original issue and market discount, on discount
paper accrued ratably to the date of maturity. Expenses, including the
compensation payable to the Adviser, are accrued daily. The expenses and
liabilities of a Fund shall include those appropriately allocable to the Fund as
well as a share of the general expenses and liabilities of the Victory
Portfolios in proportion to the Fund's share of the total net assets of The
Victory Portfolios.
FEDERAL INCOME TAXES
The following is only a summary of certain additional tax
considerations generally affecting the Funds and their shareholders that are not
described in the Prospectus. No attempt is made to present a detailed
explanation of the tax treatment of a Fund or its shareholders, and the
discussions here and in the Prospectus are not intended as substitutes for
careful tax planning.
Qualification as a Regulated Investment Company
Each Fund has elected to be taxed as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). As a regulated investment company, a Fund is not subject to federal
income tax on the portion of its net investment income (i.e., taxable interest,
dividends and other taxable ordinary income, net of expenses) and capital gain
net income (i.e., the excess of capital gains over capital losses) that it
distributes to shareholders, provided that it distributes at least 90% of its
investment company taxable income (i.e., net investment income and the excess of
net short-term capital gain over net long-term capital loss) for the taxable
year (the "Distribution Requirement"), and satisfies certain other requirements
of the Code that are described below. Distributions by a Fund made during the
taxable year or, under specified circumstances, within twelve months after the
close of the taxable year, will be considered distributions of income and gains
of the taxable year and will, therefore, satisfy the Distribution Requirement.
In addition to satisfying the Distribution Requirement, a regulated
investment company must: (1) derive at least 90% of its gross income from
dividends, interest, certain payments with respect to securities loans, gains
from the sale or other disposition of stock or securities or foreign currencies
(to the extent such currency gains are directly related to the regulated
investment company's principal business of investing in stock or securities) and
other income (including but not limited to gains from options, futures or
forward contracts) derived with respect to its business of investing in such
stock, securities or currencies (the "Income Requirement"); and (2) for taxable
years beginning on or before August 5, 1997, derive less than 30% of its gross
income (exclusive of certain gains on designated hedging transactions that are
offset by realized or unrealized losses on offsetting positions) from the sale
or other disposition of stock, securities or foreign currencies (or options,
futures or forward contracts thereon) held for less than three months (the
"Short-Short Gain Test"). However, foreign currency gains, including those
derived from options, futures and forwards, will not in any event be
characterized as Short-Short Gain if they are directly related to the regulated
investment company's investments in stock or securities (or options or futures
thereon). Because of the Short-Short Gain Test, a Fund may have to limit the
sale of appreciated securities that it has held for less than three months.
However, the Short-Short Gain Test will not prevent a Fund from disposing of
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investments at a loss, since the recognition of a loss before the expiration of
the three-month holding period is disregarded for this purpose. Interest
(including original issue discount) received by a Fund at maturity or upon the
disposition of a security held for less than three months will not be treated as
gross income derived from the sale or other disposition of such security within
the meaning of the Short-Short Gain Test. However, income that is attributable
to realized market appreciation will be treated as gross income from such sale
or other disposition of securities for this purpose. The Short-Short Gain Test
will not apply to taxable years beginning after August 5, 1997.
In general, a gain or loss recognized by a Fund on the disposition of
an asset will be a capital gain or a capital loss. In addition, gain will be
recognized as a result of certain constructive sales, including short sales
"against the box." However, a gain recognized on the disposition of a debt
obligation purchased by a Fund at a market discount (generally, at a price less
than its principal amount) will be treated as ordinary income to the extent of
the portion of the market discount which accrued during the period of time a
Fund held the debt obligation. In addition, under the rules of Code section 988,
gain or loss recognized on the disposition of a debt obligation denominated in a
foreign currency or an option with respect thereto (but only to the extent
attributable to changes in foreign currency exchange rates), and gain or loss
recognized on the disposition of a foreign currency forward contract, futures
contract, option or similar financial instrument, or of foreign currency itself,
except for regulated futures contracts or non-equity options subject to Code
section 1256 (unless a Fund elects otherwise), will generally be treated as
ordinary income or loss.
Further, the Code also treats as ordinary income a portion of the
capital gain attributable to a transaction where substantially all of the return
realized is attributable to the time value of a Fund's net investment in the
transaction and: (1) the transaction consists of the acquisition of property by
the Fund and a contemporaneous contract to sell substantially identical property
in the future; (2) the transaction is a straddle within the meaning of section
1092 of the Code; (3) the transaction is one that was marketed or sold to the
Fund on the basis that it would have the economic characteristics of a loan but
the interest-like return would be taxed as capital gain; or (4) the transaction
is described as a conversion transaction in the Treasury Regulations. The amount
of the gain recharacterized generally will not exceed the amount of the interest
that would have accrued on the net investment for the relevant period at a yield
equal to 120% of the federal long-term, mid-term, or short-term rate, depending
upon the type of instrument at issue, reduced by an amount equal to: (1) prior
inclusions of ordinary income items from the conversion transaction and (2) the
capital interest on acquisition indebtedness under Code section 263(g). Built-in
losses will be preserved where a Fund has a built-in loss with respect to
property that becomes a part of a conversion transaction. No authority exists
that indicates that the converted character of the income will not be passed to
the Fund's shareholders.
In general, for purposes of determining whether capital gain or loss
recognized by a Fund on the disposition of an asset is long-term or short-term,
the holding period of the asset may be affected if (depending on the type of the
Fund) (1) the asset is used to close a "short sale" (which includes for certain
purposes the acquisition of a put option) or is substantially identical to
another asset so used, (2) the asset is otherwise held by the Fund as part of a
"straddle" (which term generally excludes a situation where the asset is stock
and the Fund grants a qualified covered call option (which, among other things,
must not be deep-in-the-money) with respect thereto, or (3) the asset is stock
and the Fund grants an in-the-money qualified covered call option with respect
thereto. However, for purposes of the Short-Short Gain Test, the holding period
of the asset disposed of may be reduced only in the case of clause (1) above. In
addition, a Fund may be required to defer the recognition of a loss on the
disposition of an asset held as part of a straddle to the extent of any
unrecognized gain on the offsetting position.
Any gain recognized by a Fund on the lapse of, or any gain or loss
recognized by the Fund from a closing transaction with respect to, an option
written by the Fund will be treated as a short-term capital gain or loss. For
purposes of the Short-Short Gain Test, the holding period of an option written
by a Fund will commence on the date it is written and end on the date it lapses
or the date a closing transaction is entered into. Accordingly, for taxable
years beginning on or before August 5, 1997, a Fund may be limited in its
ability to write options which expire within three months and to enter into
closing transactions at a gain within three months of the writing of options.
Certain transactions that may be engaged in by a Fund (such as
regulated futures contracts, certain foreign currency contracts, and options on
stock indexes and futures contracts) will be subject to special tax treatment as
"Section 1256 contracts." Section 1256 contracts are treated as if they are sold
for their fair market value on the last business day of the taxable year, even
though a taxpayer's obligations (or rights) under such contracts have not
terminated (by delivery, exercise,
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entering into a closing transaction or otherwise) as of such date. Any gain or
loss recognized as a consequence of the year-end deemed disposition of Section
1256 contracts is taken into account for the taxable year together with any
other gain or loss that was previously recognized upon the termination of
Section 1256 contracts during that taxable year. Any capital gains or losses for
the taxable year with respect to Section 1256 contracts (including any capital
gain or loss arising as a consequence of the year-end deemed sale of such
contracts) is generally treated as 60% long-term capital gain or loss and 40%
short-term capital gain or loss. A Fund, however, may elect not to have this
special tax treatment apply to Section 1256 contracts that are part of a "mixed
straddle" with other investments of the Fund that are not Section 1256
contracts. Generally, gains arising from Section 1256 contracts will be treated
for purposes of the Short-Short Gain Test as being derived from securities held
for not less than three months if the gains arise as a result of a constructive
sale under Code section 1256.
A Fund may purchase securities of certain foreign investment funds or
trusts which constitute passive foreign investment companies ("PFICs") for
federal income tax purposes. If a Fund invests in a PFIC, it may elect to treat
the PFIC as a qualified electing fund (a "QEF"), in which event the Fund will
each year have ordinary income equal to its pro rata share of the PFIC's
ordinary earnings for the year and long-term capital gain equal to its pro rata
share of the PFIC's net capital gain for the year, regardless of whether the
Fund receives distributions of any such ordinary earnings or capital gains from
the PFIC. In the alternative, for tax years beginning after December 31, 1997, a
Fund that invests in stock of a PFIC may make a mark-to-market election with
respect to such stock. Pursuant to such election, the Fund will include as
ordinary income any excess of the fair market value of such stock at the close
of any taxable year over the Fund's adjusted tax basis in the stock. If the
adjusted tax basis of the PFIC stock exceeds the fair market value of the stock
at the end of a taxable year, such excess will be deductible as ordinary loss in
the amount equal to the lesser of the amount of such excess or the net
mark-to-market gains on the stock that the Fund included in income in previous
years. The Fund's holding period with respect to the PFIC stock subject to the
election will commence on the first day of the next taxable year. If the Fund
makes the election in the first taxable year it holds PFIC stock, it will not
incur the tax described below. If the Fund does not elect to treat the PFIC as a
QEF and does not make a mark-to-market election, then, in general, (1) any gain
recognized by the Fund upon sale or other disposition of its interest in the
PFIC or any excess distribution received by the Fund from the PFIC will be
allocated ratably over the Fund's holding period of its interest in the PFIC,
(2) the portion of such gain or excess distribution so allocated to the year in
which the gain is recognized or the excess distribution is received shall be
included in the Fund's gross income for such year as ordinary income (and the
distribution of such portion by the Fund to shareholders will be taxable as an
ordinary income dividend, but such portion will not be subject to tax at the
Fund level), (3) the Fund shall be liable for tax on the portions of such gain
or excess distribution so allocated to prior years in an amount equal to, for
each such prior year, (i) the amount of gain or excess distribution allocated to
such prior year multiplied by the highest tax rate (individual or corporate) in
effect for such prior year plus (ii) interest on the amount determined under
clause (i) for the period from the due date for filing a return for such prior
year until the date for filing a return for the year in which the gain is
recognized or the excess distribution is received at the rates and methods
applicable to underpayments of tax for such period, and (4) the distribution by
the Fund to shareholders of the portions of such gain or excess distribution so
allocated to prior years (net of the tax payable by the Fund thereon) will again
be taxable to the shareholders as an ordinary income dividend.
Treasury Regulations permit a regulated investment company, in
determining its investment company taxable income and net capital gain (i.e.,
the excess of net long-term capital gain over net short-term capital loss) for
any taxable year, to elect (unless it has made a taxable year election for
excise tax purposes as discussed below) to treat all or any part of any net
capital loss, any net long-term capital loss or any net foreign currency loss
(including, to the extent provided in Treasury regulations, losses recognized
pursuant to the PFIC mark-to-market election) incurred after October 31 as if it
had been incurred in the succeeding year.
In addition to satisfying the requirements described above, a Fund must
satisfy an asset diversification test in order to qualify as a regulated
investment company. Under this test, at the close of each quarter of the Fund's
taxable year, at least 50% of the value of the Fund's assets must consist of
cash and cash items, U.S. Government securities, securities of other regulated
investment companies, and securities of other issuers (as to each of which the
Fund has not invested more than 5% of the value of the Fund's total assets in
securities of such issuer and does not hold more than 10% of the outstanding
voting securities of such issuer), and no more than 25% of the value of its
total assets may be invested in the securities of any one issuer (other than
U.S. Government securities and securities of other regulated investment
companies), or in two or more
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issuers which the Fund controls and which are engaged in the same or similar
trades or businesses. Generally, an option (call or put) with respect to a
security is treated as issued by the issuer of the security, not the issuer of
the option.
If for any taxable year a Fund does not qualify as a regulated
investment company, all of its taxable income (including its net capital gain)
will be subject to a tax at regular corporate rates without any deduction for
distributions to shareholders, and such distributions will be taxable to the
shareholders as ordinary dividends to the extent of the Fund's current and
accumulated earnings and profits. Such distributions generally will be eligible
for the dividends-received deduction in the case of corporate shareholders.
Excise Tax on Regulated Investment Companies. A 4% non-deductible excise tax is
imposed on a regulated investment company that fails to distribute in each
calendar year an amount equal to 98% of its ordinary income for such calendar
year end 98% of capital gain net income for the one-year period ended on October
31 of such calendar year (or, at the election of a regulated investment company
having a taxable year ending November 30 or December 31, for its taxable year (a
"taxable year election")). The balance of such income must be distributed during
the next calendar year. For the foregoing purposes, a regulated investment
company is treated as having distributed any amount on which it is subject to
income tax for any taxable year ending in such calendar year.
For purposes of the excise tax, a regulated investment company shall:
(1) reduce its capital gain net income (but not below its net capital gain) by
the amount of any net ordinary loss for the calendar year and (2) exclude
foreign currency gains and losses and ordinary gains or losses arising as a
result of a PFIC mark-to-market election (or upon an actual disposition of the
PFIC stock subject to such election) incurred after October 31 of any year (or
after the end of its taxable year if it has made a taxable year election) in
determining the amount of ordinary taxable income for the current calendar year
(and, instead, include such gains and losses in determining ordinary taxable
income for the succeeding calendar year).
Each Fund intends to make sufficient distributions or deemed
distributions of its ordinary taxable income and capital gain net income prior
to the end of each calendar year to avoid liability for the excise tax. However,
investors should note that a Fund may in certain circumstances be required to
liquidate Fund investments to make sufficient distribution to avoid excise tax
liability.
Fund Distributions
Each Fund anticipates distributing substantially all of its investment
company taxable income for each taxable year. Such distributions will be taxable
to shareholders as ordinary income and treated as dividends for federal income
tax purposes, but will qualify for the 70% dividends-received deduction for
corporate shareholders only to the extent discussed below. Dividends paid on
Class A, B, C, and Y shares are calculated at the same time and in the same
manner. In general, dividends on Class B and C shares are expected to be lower
than those on Class A shares due to the higher distribution expenses borne by
the Class B and C shares. Dividends may also differ between classes as a result
of differences in other class specific expenses.
A Fund may either retain or distribute to shareholders its net capital
gain for each taxable year. Each Fund currently intends to distribute any such
amounts. Net capital gain that is distributed and designated as a capital gain
dividend will be taxable to shareholders as long-term capital gain, regardless
of the length of time the shareholder has held his shares or whether such gain
was recognized by the Fund prior to the date on which the shareholder acquired
his shares. The Code provides, however, that under certain conditions only 50%
(58% for alternative minimum tax purposes) of the capital gain recognized upon
the Fund's disposition of domestic "small business" stock will be subject to
tax.
Conversely, if a Fund elects to retain its net capital gain, the Fund
will be taxed thereon (except to the extent of any available capital loss
carryovers) at the 35% corporate tax rate. If the Fund elects to retain its net
capital gain, it is expected that the Fund also will elect to have shareholders
of record on the last day of its taxable year treated as if each received a
distribution of his pro rata share of such gain, with the result that each
shareholder will be required to report his pro rata share of such gain on his
tax return as long-term capital gain, will receive a refundable tax credit for
his pro rata share of tax paid by the Fund on the gain, and will increase the
tax basis for his shares by an amount equal to the deemed distribution less the
tax credit.
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Ordinary income dividends paid by a Fund with respect to a taxable year
will qualify for the 70% dividends-received deduction generally available to
corporations (other than corporations, such as S corporations, which are not
eligible for the deduction because of their special characteristics and other
than for purposes of special taxes such as the accumulated earnings tax and the
personal holding company tax) to the extent of the amount of qualifying
dividends received by the Fund from domestic corporations for the taxable year.
Generally, a dividend received by the Fund will not be treated as a qualifying
dividend (1) if it has been received with respect to any share of stock that the
Fund has held for less than 46 days (91 days in the case of certain preferred
stock), excluding for this purpose under the rules of Code section 246(c)(3)and
(4) any period during which the Fund has an option to sell, is under a
contractual obligation to sell, has made and not closed a short sale of, is the
grantor of a deep-in-the-money or otherwise nonqualified option to buy, or has
otherwise diminished its risk of loss by holding other positions with respect
to, such (or substantially identical) stock; (2) to the extent that the Fund is
under an obligation (pursuant to a short sale or otherwise) to make related
payments with respect to positions in substantially similar or related property;
or (3) to the extent that the stock on which the dividend is paid is treated as
debt-financed under the rules of Code section 246A. The 46-day holding period
must be satisfied during the 90-day period beginning 45 days prior to each
applicable ex-dividend date; the 91-day holding period must be satisfied during
the 180-day period beginning 90 days before each applicable ex-dividend date.
Moreover, the dividends-received deduction for a corporate shareholder may be
disallowed or reduced (1) if the corporate shareholder fails to satisfy the
foregoing requirements with respect to its shares of the Fund or (2) by
application of Code section 246(b) which in general limits the
dividends-received deduction to 70% of the shareholder's taxable income
(determined without regard to the dividends-received deduction and certain other
items).
Alternative minimum tax ("AMT") is imposed in addition to, but only to
the extent it exceeds, the regular tax and is computed at a maximum marginal
rate of 28% for noncorporate taxpayers and 20% for corporate taxpayers on the
excess of the taxpayer's alternative minimum taxable income ("AMTI") over an
exemption amount. For purposes of the corporate AMT, the corporate
dividends-received deduction is not itself an item of tax preference that must
be added back to taxable income or is otherwise disallowed in determining a
corporation's AMTI. However, a corporate shareholder will generally be required
to take the full amount of any dividend received from a Fund into account
(without a dividends-received deduction) in determining its adjusted current
earnings, which are used in computing an additional corporate preference item
(i.e., 75% of the excess of a corporate taxpayer's adjusted current earnings
over its AMTI (determined without regard to this item and the AMT net operating
loss deduction)) includable in AMTI.
Investment income that may be received by a Fund from sources within
foreign countries may be subject to foreign taxes withheld at the source. The
United States has entered into tax treaties with many foreign countries which
entitle the Fund to a reduced rate of, or exemption from, taxes on such income.
It is impossible to determine the effective rate of foreign tax in advance since
the amount of the Fund's assets to be invested in various countries is not
known.
Distributions by a Fund that do not constitute ordinary income
dividends or capital gain dividends will be treated as a return of capital to
the extent of (and in reduction of) the shareholder's tax basis in his shares;
any excess will be treated as gain from the sale of his shares, as discussed
below.
Distributions by a Fund will be treated in the manner described above
regardless of whether such distributions are paid in cash or reinvested in
additional Fund shares or shares of another Fund (or another fund). Shareholders
receiving a distribution in the form of additional shares will be treated as
receiving a distribution in an amount equal to the fair market value of the
shares received, determined as of the reinvestment date. In addition, if the net
asset value at the time a shareholder purchases shares of the Fund reflects
undistributed net investment income or recognized capital gain net income, or
unrealized appreciation in the value of the assets of the Fund, distributions of
such amounts will be taxable to the shareholder in the manner described above,
although they economically constitute a return of capital to the shareholder.
Ordinarily, shareholders are required to take distributions by a Fund
into account in the year in which the distributions are made. However, dividends
declared in October, November or December of any year and payable to
shareholders of record on a specified date in such month will be deemed to have
been received by the shareholders (and made by the Fund) on December 31 of such
calendar year if such dividends are actually paid in January of the following
year. Shareholders will be advised annually as to the U.S. federal income tax
consequences of distributions made (or deemed made) during the year.
-38-
<PAGE>
Each Fund will be required in certain cases to withhold and remit to
the U.S. Treasury 31% of ordinary income dividends and capital gain dividends,
and the proceeds of redemption of shares, paid to any shareholder (1) who has
provided either an incorrect tax identification number or no number at all, (2)
who is subject to backup withholding for failure to report the receipt of
interest or dividend income properly, or (3) who has failed to certify to the
Fund that it is not subject to backup withholding or that it is an exempt
recipient (such as a corporation).
Sale or Redemption of Shares
A shareholder will recognize a gain or loss on the sale or redemption
of shares of a Fund in an amount equal to the difference between the proceeds of
the sale or redemption and the shareholder's adjusted tax basis in the shares.
All or a portion of any loss so recognized may be disallowed if the shareholder
purchases other shares of the Fund within 30 days before or after the sale or
redemption. In general, any gain or loss arising from (or treated as arising
from) the sale or redemption of shares of the Fund will be considered capital
gain or loss and will be long-term capital gain or loss if the shares were held
for longer than one year. Long-term capital gain recognized by an individual
shareholder will be taxed at the lowest rates applicable to capital gains if the
holder has held such shares for more than 18 months at the time of the sale.
However, any capital loss arising from the sale or redemption of shares held for
six months or less will be treated as a long-term capital loss to the extent of
the amount of capital gain dividends received on such shares. For this purpose,
the special holding period rules of Code section 246(c)(3) and (4) (discussed
above in connection with the dividends-received deduction for corporations)
generally will apply in determining the holding period of shares. Long-term
capital gains of noncorporate taxpayers are currently taxed at a maximum rate at
least 11.6% lower than the maximum rate applicable to ordinary income. Capital
losses in any year are deductible only to the extent of capital gains plus, in
the case of a noncorporate taxpayer, $3,000 of ordinary income.
If a shareholder (1) incurs a sales load in acquiring shares of a Fund,
(2) disposes of such shares less than 91 days after they are acquired, and (3)
subsequently acquires shares of the Fund or another fund at a reduced sales load
pursuant to a right to reinvest at such reduced sales load acquired in
connection with the acquisition of the shares disposed of, then the sales load
on the shares disposed of (to the extent of the reduction in the sales load on
the shares subsequently acquired) shall not be taken into account in determining
gain or loss on the shares disposed of but shall be treated as incurred on the
acquisition of the shares subsequently acquired.
Foreign Shareholders
Taxation of a shareholder who, as to the U.S., is a non-resident alien
individual, foreign trust or estate, foreign corporation, or foreign partnership
("Foreign Shareholder") depends on whether the income from a Fund is
"effectively connected" with a U.S. trade or business carried on by such
shareholder.
If the income from a Fund is not effectively connected with a U.S.
trade or business carried on by a foreign shareholder, ordinary income dividends
paid to a foreign shareholder will be subject to U.S. withholding tax at the
rate of 30% (or lower applicable treaty rate) upon the gross amount of the
dividend. Such Foreign Shareholder would generally be exempt from U.S. federal
income tax on gains realized on the sale of shares of a Fund, capital gain
dividends, and amounts retained by the Fund that are designated as undistributed
capital gains.
If the income from a Fund is effectively connected with a U.S. trade or
business carried on by a foreign shareholder, then ordinary income dividends,
capital gain dividends, and any gains realized upon the sale of shares of the
Fund will be subject to U.S. federal income tax at the rates applicable to U.S.
citizens or domestic corporations.
In the case of foreign noncorporate shareholders, a Fund may be
required to withhold U.S. federal income tax at the rate of 31% on distributions
that are otherwise exempt from withholding tax (or taxable at a reduced treaty
rate) unless such shareholders furnish the Fund with proper notification of
their foreign status.
The tax consequences to a foreign shareholder entitled to claim the
benefits of an applicable tax treaty may be different from those described
herein. Foreign shareholders are urged to consult their own tax advisers with
respect to the particular tax consequences to them of an investment in the Fund,
including the applicability of foreign taxes.
-39-
<PAGE>
Effect of Future Legislation; State and Local Tax Considerations
The foregoing general discussion of U.S. federal income tax
consequences is based on the Code and the Treasury Regulations issued thereunder
as in effect on the date of this Statement of Additional Information. Future
legislative or administrative changes or court decisions may significantly
change the conclusions expressed herein, and any such changes or decisions may
have a retroactive effect with respect to the transactions contemplated herein.
Rules of state and local taxation of ordinary income dividends and
capital gain dividends from regulated investment companies often differ from the
rules for U.S. federal income taxation described above. Shareholders are urged
to consult their tax advisers as to the consequences of these and other state
and local tax rules affecting investment in the Funds.
ADDITIONAL INFORMATION
The Trust is an open-end management investment company organized as a
corporation under the laws of the State of Delaware on December 6, 1995. The
Trust offers shares of common stock which represent interests in one of nine
separate portfolios. This SAI relates to the following Funds of the Trust:
Conservative Investor Fund, Moderate Investor Fund and Growth Investor Fund.
Each Fund offers only one class of shares. Shares of each Fund of the Trust are
redeemable at the net asset value thereof at the option of the holders thereof
or in certain circumstances at the option of the Trust. For information
concerning the methods of redemption and the rights of shares ownership, see the
Prospectus under the caption "Redeeming Shares."
Generally, on each matter submitted to a vote of shareholders, each
shareholder is entitled to one vote per share. In addition, all shares of each
Fund vote as a single class; provided, however, that (i) as to any matter with
respect to which a separate vote of any Fund is required by the 1940 Act or
under the Delaware Business Trust law, the requirements as to a separate vote by
that Fund apply in lieu of single class voting; (ii) in the event that the
separate vote requirements referred to in (i) apply with respect to one or more
Funds, then, subject to (iii) below, the shares of all other Funds vote as a
single class; and (iv) as to any matter which does not affect the interest of a
particular Fund, only the holders of shares of the one or more affected Funds
are entitled to vote. And, notwithstanding any provision of the Delaware
Business Trust Law requiring a greater portion than a majority of the votes
entitled to be cast in order to take or authorize any action, any such action
may be taken or authorized upon the concurrence of a majority of the aggregate
number of votes entitled to be cast thereon.
Shares of the Funds have no subscription or preemptive rights and only
such conversion or exchange privileges as the Trustees may grant in their
discretion. Generally, a special meeting of shareholders of the Trust will be
called by the Secretary upon receipt of a request in writing signed by
shareholders holding not less than 25% of the common stock at the time issued
and entitled to vote at such meeting.
INDEPENDENT ACCOUNTANTS.
The audited financial statements of the KeyChoice Funds for the fiscal year
ended November 30, 1997 are incorporated by reference herein. The financial
statements for the fiscal year ended November 30, 1997 have been audited by
Coopers & Lybrand L.L.P. as set forth in their report incorporated by reference
herein, and are included in reliance upon such report and on the authority of
such firm as experts in auditing and accounting. Coopers & Lybrand L.L.P. serves
as The Victory Portfolios' auditors. Coopers & Lybrand L.L.P.'s address is 100
East Broad Street, Columbus, Ohio 43215.
LEGAL COUNSEL.
Kramer, Levin, Naftalis & Frankel, 919 Third Avenue, New York, New York 10022 is
the counsel to the Victory Portfolios.
-40-
<PAGE>
APPENDIX A
MOODY'S INVESTORS SERVICE, INC. ("MOODY'S")
MOODY'S BOND RATINGS
Aaa Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred
to as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong
positions of such issues.
Aa Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities
or fluctuation of protective elements may be of greater amplitude or
there may be other elements present which make the long-term risks
appear somewhat larger than in Aaa securities.
A Bonds which are rated A possess many favorable investment attributes
and are considered as upper-medium-grade obligations. Factors giving
security to principal and interest are considered adequate, but
elements may be present which suggest a susceptibility to impairment
some time in the future.
Baa Bonds which are rated Baa are considered as medium grade obligations
(i.e., they are neither highly protected nor poorly secured). Interest
payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding
investment characteristics and in fact have speculative characteristics
as well.
Bonds rated Aaa, Aa, A, and Baa are considered investment grade bonds.
Rating Refinements: Moody's may apply numerical modifiers, 1, 2, and 3
in each generic rating classification from Aa through B in its
corporate and municipal bond rating system. The modifier 1 indicates
that the security ranks in the higher end of its generic rating
category; the modifier 2 indicates a mid-range ranking; and a modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.
MOODY'S SHORT-TERM DEBT RATINGS
Moody's Short-Term Debt Ratings are opinions of the ability of issuers
to repay punctually senior debt obligations which have an original maturity not
exceeding one year. Moody's employs the following three designations, all judged
to be investment grade, to indicate the relative repayment capacity of rated
issuers: Prime-1, Prime-2, and Prime-3.
Issuers rated Prime-1 have a superior ability for repayment of senior
short-term debt obligations; Issuers rated Prime-2 have a strong ability for
repayment of senior short-term debt obligations; and issuers rated Prime-3 have
an acceptable ability for repayment of senior short-term debt obligations.
Issuers rated Not Prime do not fall within any of the Prime rating categories.
-41-
<PAGE>
STANDARD & POOR'S CORPORATION ("STANDARD & POOR'S")
STANDARD & POOR'S BOND RATINGS
A Standard & Poor's rating is a current assessment of the
creditworthiness of an obligor with respect to a specific obligation. This
assessment may take into consideration obligors such as guarantors, insurers, or
lessees.
The ratings are based on current information furnished by the issuer or
obtained by Standard & Poor's from other sources it considers reliable. The
ratings are based, in varying degrees, on the following considerations: (1)
likelihood of default capacity and willingness of the obligor as to the timely
payment of interest and repayment of principal in accordance with the terms of
the obligation; (2) nature of and provisions of the obligation; and (3)
protection afforded by, and relative position of, the obligation in the event of
bankruptcy, reorganization or other arrangement under the laws of bankruptcy and
other laws affecting creditors' rights.
Standard & Poor's does not perform an audit in connection with any
rating and may, on occasion, rely on unaudited financial information. The
ratings may be changed, suspended or withdrawn as a result of changes in, or
unavailability of, such information, or for other reasons.
AAA Debt rated "AAA" has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.
AA Debt rated "AA" has a very strong capacity to pay interest and repay
principal and differs from the highest rated issues only in small
degree.
A Debt rated "A' has a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than debt
in the higher-rated categories.
BBB Debt rated "BBB' is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions, or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than for debt in
higher-rated categories.
Bonds rated AAA, AA, A, and BBB are considered investment grade bonds.
NR Indicates that no rating has been requested, that there is insufficient
information on which to base a rating, or that Standard & Poor's does
not rate a particular type of obligation as a matter of policy.
-42-
<PAGE>
STANDARD & POOR'S COMMERCIAL PAPER RATINGS
A Standard and Poor's commercial paper rating is a current assessment
of the likelihood of timely payment of debt considered short-term in the
relevant market. The commercial paper rating is not a recommendation to
purchase, sell, or hold a security, inasmuch as it does not comment as to market
price or suitability for a particular investor. The ratings are based upon
current information furnished to S&P by the issuer or obtained by S&P from other
sources it considers reliable. The ratings may be changed, suspended, or
withdrawn as a result of changes in or unavailability of such information, or
based on other circumstances. Ratings are graded into two group categories,
ranging from "A" for the highest quality obligations to "D" for the lowest. The
categories are as follows:
Issues assigned A ratings are regarded as having the greatest capacity
for timely payment. Issues in this category are further refined with the
designation 1, 2, or 3 to indicate the relative degree of safety.
A-1 This highest category indicates that the degree of safety regarding timely
payment is strong.
A-2 Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as
for issues designated A-1.
A-3 Issues carrying this designation have adequate capacity for timely
payment. They are, however, more vulnerable to the adverse effects of
changes in circumstances than obligations carrying the higher
designations.
VF-LCHF-SAI (3/98)
-43-
<PAGE>
THE VICTORY PORTFOLIOS
Registration Statement
of
THE VICTORY PORTFOLIOS
on
Form N-1A
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Included in Part A:
Condensed Financial Information.
Included in Part B:
With respect to The Victory Convertible Securities Fund series of
the Registrant only, Financial Statements and the Reports thereon
for the periods ended November 30, 1996 and 1997 of SBSF Convertible
Securities Fund, the predecessor fund, included in the Annual
Reports to Shareholders and incorporated herein by reference in the
Statement of Additional Information from the Rule 30-D filing made
by the Registrant on February 2, 1997 (Accession Number
0001004726-97-000035) and January 28, 1998 (Accession Number
0000906197-98-000013), respectively.
With respect to The Victory Federal Money Market Fund series of the
Registrant only, Financial Statements and the Report thereon for the
periods ended November 30, 1996 and 1997 of Key Money Market Mutual
Fund, the predecessor fund, included in the Annual Reports to
Shareholders and incorporated herein by reference in the Statement
of Additional Information from the Rule 30-D filing made by the
Registrant on February 2, 1997 (Accession Number
0001004726-97-00034) and January 28, 1998 (Accession Number
0000906197-98-000010), respectively.
With respect to The Victory LifeChoice Conservative Investor Fund
series, The Victory LifeChoice Moderate Investor Fund series and The
Victory LifeChoice Growth Investor Fund series of the Registrant
only, Financial Statements and the Report thereon of KeyChoice
Income & Growth Fund, KeyChoice Moderate Growth Fund, and KeyChoice
Growth Fund, the predecessor funds, respectively, included in the
Annual Report to Shareholders and incorporated herein by reference
in the Statement of Additional Information from the Rule 30-D filing
made by the Registrant on January 28, 1998 (Accession Number
0000906197-98-000012).
(b) Exhibits:
EX-99.B1 Delaware Trust Instrument dated December 6, 1995, as amended. (10)
EX-99.B2 By-Laws adopted December 6, 1995. (1)
EX-99.B3 None.
EX-99.B4 None.
EX-99.B5 (a) Investment Advisory Agreement dated as of March 1, 1997, between
the Registrant and Key Asset Management Inc. (7)
(b) Investment Advisory Agreement between the Registrant and
Management Inc. regarding Lakefront Fund and Real Estate
Investment Fund. (7)
(c) Investment Sub-Advisory Agreement between Key Asset Management
Inc. and Lakefront Capital Investors, Inc. regarding the
Lakefront Fund. (7)
<PAGE>
THE VICTORY PORTFOLIOS
EX-99.B6 (a) Distribution Agreement dated June 1, 1996 between the Registrant
and BISYS Fund Services Limited Partnership. (4)
(b) Form of Broker-Dealer Agreement. (2)
EX-99.B7 None.
EX-99.B8 (a) Amended and Restated Mutual Fund Custody Agreement dated May 24,
1995 by and between the Registrant and Key Trust Company of Ohio,
N.A. is incorporated herein by reference to Exhibit 8(a) to
Post-Effective Amendment No. 22 to the Registrant's Registration
Statement on Form N-1A filed on August 28, 1995.
(b) Custody Agreement dated May 31, 1996 between Morgan Stanley Trust
Company and Key Trust Company of Ohio. (4)
EX-99.B9 (a) Administration Agreement dated October 1, 1997 between the
Registrant and BISYS Fund Services Limited Partnership. (10)
(b) Sub-Administration Agreement dated October 1, 1997 between BISYS
Fund Services Limited Partnership d/b/a BISYS Fund Services and
Key Asset Management Inc. (10)
(c) Transfer Agency and Service Agreement dated July 12, 1996 between
the Registrant and State Street Bank and Trust Company. (4)
(d) Fund Accounting Agreement dated May 31, 1995 between the
Registrant and BISYS Fund Services Ohio, Inc., and Schedule A
thereto, are incorporated herein by reference to Exhibit (d) to
Post-Effective Amendment No. 22 to the Registrant's Registration
Statement on Form N-1A filed on August 28, 1995.
(e) Shareholder Servicing Plan dated June 5, 1995 with an amended
Schedule I dated March 1, 1997. (5)
(f) Form of Shareholder Servicing Agreement. (1)
EX-99.B10 (a) Opinion of Counsel was filed with Registrant's Rule 24f-2 Notice
in respect of the period ending October 31, 1996, submitted
electronically on December 23, 1996, accession number
0000950152-96-006841.
EX-99.B11 (a) Consent of Kramer, Levin, Naftalis & Frankel . (11)
(b) Consent of Coopers & Lybrand L.L.P. (11)
(c) Consent of Price Waterhouse L.L.P.(11)
EX-99.B12 None.
C-2
<PAGE>
THE VICTORY PORTFOLIOS
EX-99.B13 (a) Purchase Agreement dated November 12, 1986 between Registrant and
Physicians Insurance Company of Ohio is incorporated herein by
reference to Exhibit 13 to Pre-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form N-1A filed on
November 13, 1986.
(b) Purchase Agreement dated October 15, 1989 is incorporated herein
by reference to Exhibit 13(b) to Post-Effective Amendment No. 7
to the Registrant's Registration Statement on Form N-1A filed on
December 1, 1989.
(c) Purchase Agreement is incorporated herein by reference to Exhibit
13(c) to Post- Effective Amendment No. 7 to the Registrant's
Registration Statement on Form N-1A filed on December 1, 1989.
EX-99.B14 None.
EX-99.B15 (a) Distribution and Service Plan dated June 5, 1995 for The Victory
Portfolios Class A Shares of Government Bond Fund, National
Municipal Bond Fund, New York Tax-Free Fund, Fund for Income,
Financial Reserves Fund, Institutional Money Market Fund, Ohio
Municipal Money Market Fund Lakefront Fund and Real Estate
Investment Fund with amended Schedule I dated March 1, 1997. (5)
(b) Distribution Plan dated June 5, 1995 for Class B Shares of
National Municipal Bond Fund, Government Bond Fund and New York
Tax-Free Fund and adopted December 6, 1995 for Class B Shares of
Balanced Fund, Diversified Stock Fund, International Growth Fund,
Ohio Regional Stock Fund, Special Value Fund, Institutional Money
Market Fund and U.S. Government Obligations Fund. (2)
EX-99.B16 (a) Forms of computation of performance quotation are incorporated
herein by reference to Exhibit 16 to Post-Effective Amendment No.
19 to the Registrant's Registration Statement on Form N-1A filed
on December 23, 1994.
(b) Forms of computation of performance quotation for the Balanced
Fund, Diversified Stock Fund, International Growth Fund, Ohio
Regional Stock Fund and Special Value Fund. (4)
(c) Forms of computation of performance quotation for the Lakefront
Fund and U. S. Government Obligations Fund - Investor Class. (6)
(d) Computation of performance quotation for the Real Estate
Investment Fund. (8)
(e) Computation of performance quotation for U.S. Government
Obligations Fund -Investor Shares. (10)
EX-99.B17 Financial Data Schedules for the fiscal year ended November 30,
1997 are filed herewith as Exhibit 27.
EX-99.B18 Amended and Restated Rule 18f-3 Multi-Class Plan effective as of
December 3, 1997. (10)
C-3
<PAGE>
THE VICTORY PORTFOLIOS
EX-99.B19 (a) Powers of Attorney of Roger Noall and Frank A. Weil. (9)
(b) Powers of Attorney of Leigh A. Wilson, Robert G. Brown, Edward P.
Campbell, Harry Gazelle, Thomas F. Morrissey, H. Patrick Swygert
and Eugene J. McDonald. (10)
- --------------------------------
(1) Filed as an Exhibit to Post-Effective Amendment No. 26 to the Registrant's
Registration Statement on Form N-1A filed electronically on December 28,
1995, accession number 0000950152-95-003085.
(2) Filed as an Exhibit to Post-Effective Amendment No. 27 to the Registrant's
Registration Statement on Form N-1A filed electronically on January 31,
1996, accession number 0000922423-96-000047.
(3) Filed as an Exhibit to Post-Effective Amendment No. 28 to the Registrant's
Registration Statement on Form N-1A filed electronically on February 28,
1996, accession number 0000922423-96- 0000106.
(4) Filed as an Exhibit to Post-Effective Amendment No. 30 to the Registrant's
Registration Statement on Form N-1A filed electronically on July 30, 1996,
accession number 0000922423-96-000344.
(5) Filed as an Exhibit to Post-Effective Amendment No. 31 to the Registrant's
Registration Statement on Form N-1A filed electronically on February 7,
1997, accession number 0000922423- 97-000066.
(6) Filed as an Exhibit to Post-Effective Amendment No. 32 to the Registrant's
Registration Statement on Form N-1A filed electronically on June 27, 1997,
accession number 0000922423-97-000530.
(7) Filed as an Exhibit to Post-Effective Amendment No. 34 to the Registrant's
Registration Statement on Form N-1A filed electronically on December 12,
1997, accession number 0000922423-97-001015.
(8) Filed as an Exhibit to Post-Effective Amendment No. 35 to the Registrant's
Registration Statement on Form N-1A filed electronically on December 17,
1997, accession number 0000922423-98-001022.
(9) Filed as an Exhibit to Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement on Form N-14 filed electronically on February 3,
1998, accession number 0000922423-98-000095.
(10) Filed as an Exhibit to Post-Effective Amendment No. 36 to Registrant's
Registration Statement on Form N-1A filed electronically on February 27,
1998, accession number 0000922423-98-000264.
(11) Filed herewith.
Item 25. Persons Controlled by or under Common Control with Registrant.
None.
Item 26. Number of Holders of Securities.
As of January 30, 1998 the number of record holders of each Fund of the
Registrant were as follows:
Number of
Title of Fund Record Holders
------------- --------------
Balanced Fund
Class A Shares 1,399
Class B Shares 322
Diversified Stock Fund
Class A Shares 13,420
Class B Shares 3,433
Financial Reserves Fund 138
Fund For Income 1,652
C-4
<PAGE>
THE VICTORY PORTFOLIOS
Government Mortgage Fund 324
Growth Fund 529
Intermediate Income Fund 338
International Growth Fund
Class A Shares 1,375
Class B Shares 65
Institutional Money Market Fund
Select Class Shares 27
Investor Class Shares 45
Investment Quality Bond Fund 2,429
Lakefront Fund 69
Limited Term Income Fund 608
National Municipal Bond Fund
Class A Shares 1,538
Class B Shares 75
New York Tax-Free Fund
Class A Shares 564
Class B Shares 107
Ohio Municipal Bond Fund 390
Ohio Municipal Money Market Fund 148
Ohio Regional Stock Fund
Class A Shares 1,234
Class B Shares 119
Prime Obligations Fund 1,274
Real Estate Investment Fund 172
Special Growth Fund 404
Special Value Fund
Class A Shares 4,847
Class B Shares 226
Stock Index Fund 864
C-5
<PAGE>
THE VICTORY PORTFOLIOS
Tax Free Money Market Fund 91
U.S. Government Obligations Fund
Select Class Shares 378
Investor Class Shares 122
Value Fund 251
Federal Money Market Fund 0
Convertible Securities Fund 0
LifeChoice Conservative Investor Fund 0
LifeChoice Moderate Investor Fund 0
LifeChoice Growth Investor Fund 0
Item 27. Indemnification
Article X, Section 10.02 of the Registrant's Delaware Trust
Instrument, as amended, incorporated herein as Exhibit 99.B1
hereto, provides for the indemnification of Registrant's Trustees
and officers, as follows:
"SECTION 10.02 INDEMNIFICATION.
(a) Subject to the exceptions and limitations contained in Subsection
10.02(b):
(i) every person who is, or has been, a Trustee or officer of the
Trust (hereinafter referred to as a "Covered Person") shall be indemnified
by the Trust to the fullest extent permitted by law against liability and
against all expenses reasonably incurred or paid by him in connection with
any claim, action, suit or proceeding in which he becomes involved as a
party or otherwise by virtue of his being or having been a Trustee or
officer and against amounts paid or incurred by him in the settlement
thereof;
(ii) the words "claim," "action," "suit," or "proceeding" shall apply
to all claims, actions, suits or proceedings (civil, criminal or other,
including appeals), actual or threatened while in office or thereafter, and
the words "liability" and "expenses" shall include, without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement, fines,
penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a Covered Person:
(i) who shall have been adjudicated by a court or body before which
the proceeding was brought (A) to be liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of his
C-6
<PAGE>
THE VICTORY PORTFOLIOS
office or (B) not to have acted in good faith in the reasonable belief that
his action was in the best interest of the Trust; or
(ii) in the event of a settlement, unless there has been a
determination that such Trustee or officer did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office, (A) by the court or other
body approving the settlement; (B) by at least a majority of those Trustees
who are neither Interested Persons of the Trust nor are parties to the
matter based upon a review of readily available facts (as opposed to a full
trial-type inquiry); or (C) by written opinion of independent legal counsel
based upon a review of readily available facts (as opposed to a full
trial-type inquiry).
(c) The rights of indemnification herein provided may be insured against by
policies maintained by the Trust, shall be severable, shall not be
exclusive of or affect any other rights to which any Covered Person may now
or hereafter be entitled, shall continue as to a person who has ceased to
be a Covered Person and shall inure to the benefit of the heirs, executors
and administrators of such a person. Nothing contained herein shall affect
any rights to indemnification to which Trust personnel, other than Covered
Persons, and other persons may be entitled by contract or otherwise under
law.
(d) Expenses in connection with the preparation and presentation of a
defense to any claim, action, suit or proceeding of the character described
in Subsection (a) of this Section 10.02 may be paid by the Trust or Series
from time to time prior to final disposition thereof upon receipt of an
undertaking by or on behalf of such Covered Person that such amount will be
paid over by him to the Trust or Series if it is ultimately determined that
he is not entitled to indemnification under this Section 10.02; provided,
however, that either (i) such Covered Person shall have provided
appropriate security for such undertaking, (ii) the Trust is insured
against losses arising out of any such advance payments or (iii) either a
majority of the Trustees who are neither Interested Persons of the Trust
nor parties to the matter, or independent legal counsel in a written
opinion, shall have determined, based upon a review of readily available
facts (as opposed to a trial-type inquiry or full investigation), that
there is reason to believe that such Covered Person will be found entitled
to indemnification under this Section 10.02."
Indemnification of the Fund's principal underwriter, custodian, fund
accountant, and transfer agent is provided for, respectively, in Section V
of the Distribution Agreement incorporated by reference as Exhibit 6(a)
hereto, Section 28 of the Custody Agreement incorporated by reference as
Exhibit 8(a) hereto, Section 5 of the Fund Accounting Agreement
incorporated by reference as Exhibit 9(c) hereto, and Section 7 of the
Transfer Agency Agreement incorporated by reference as Exhibit 9(b) hereto.
Registrant has obtained from a major insurance carrier a trustees' and
officers' liability policy covering certain types of errors and omissions.
In no event will Registrant indemnify any of its trustees, officers,
employees or agents against any liability to which such person would
otherwise be subject by reason of his willful misfeasance, bad faith, or
gross negligence in the performance of his duties, or by reason of his
reckless disregard of the duties involved in the conduct of his office or
under his agreement with Registrant. Registrant will comply with Rule 484
under the Securities Act of 1933 and Release 11330 under the Investment
Company Act of 1940 in connection with any indemnification.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to trustees, officers, and controlling persons or
Registrant pursuant to the foregoing provisions,
C-7
<PAGE>
THE VICTORY PORTFOLIOS
or otherwise, Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Investment Company Act of 1940, as amended, and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Registrant of expenses
incurred or paid by a trustee, officer, or controlling person of Registrant
in the successful defense of any action, suit, or proceeding) is asserted
by such trustee, officer, or controlling person in connection with the
securities being registered, Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
Item 28. Business and Other Connections of Investment Adviser
Key Asset Management Inc. ("KAM") is the investment adviser to each fund of
the Victory Portfolios. KAM is a wholly-owned indirect subsidiary of
KeyCorp, a bank holding company which had total assets of approximately $74
billion as of December 31, 1997. KeyCorp is a leading financial institution
doing business in 26 states from Maine to Alaska, providing a full array of
trust, commercial, and retail banking services. Its non-bank subsidiaries
include investment advisory, securities brokerage, insurance, bank credit
card processing, mortgage and leasing companies. KAM and its affiliates
have over $60 billion in assets under management, and provides a full range
of investment management services to personal and corporate clients.
Lakefront Capital Investors, Inc. ("Lakefront"), sub-adviser of the
Lakefront Fund, 127 Public Square, 15th Floor, Cleveland, Ohio 44114, was
incorporated in 1991.
To the knowledge of Registrant, none of the directors or officers of KAM or
Lakefront, except those set forth below, is or has been at any time during
the past two calendar years engaged in any other business, profession,
vocation or employment of a substantial nature, except that certain
directors and officers of KAM also hold positions with KeyCorp or its
subsidiaries.
The principal executive officers and directors of KAM are as follows:
Directors:
William G. Spears, Senior Managing Director, Chairman and Chief Executive
Officer.
Richard J. Buoncore, Senior Managing Director, President and Chief
Operating Officer .
Anthony Aveni, Senior Managing Director, Also Chief Investment Officer of
Society Asset Management Division.
Vincent DeP. Farrell, Senior Managing Director. Also Chief Investment
Officer of Spears, Benzak, Salomon & Farrell Division ("SBSF").
Richard E. Salomon, Senior Managing Director. Also Director of Wealth
Management, SBSF.
C-8
<PAGE>
THE VICTORY PORTFOLIOS
Gary R. Martzolf, Senior Managing Director.
Other Officers:
Charles G. Crane, Senior Managing Director and Chief Market Strategist.
James D. Kacic, Chief Financial Officer, Chief Administrative Officer, and
Managing Director.
Michael Foisel, Assistant Treasurer.
Michael Sterns, Chief Compliance Officer .
William J. Blake, Secretary.
Steven N. Bulloch, Assistant Secretary. Also, Senior Vice President and
Senior Counsel of KMC.
Louis R. Benzak, Senior Managing Director.
Judith A. Jones, Senior Managing Director.
Lisa A. Tuckerman, Senior Managing Director.
Dennis M. Grapo, Senior Managing Director
Richard A. Janus, Senior Managing Director.
Kathleen A. Dennis, Senior Managing Director.
James T. Kitson, Senior Managing Director.
Timothy R. Ringler, Senior Managing Director.
The business address of each of the foregoing individuals is 127 Public
Square, Cleveland, Ohio 44114.
The principal executive officers and directors of Lakefront are as
follows:
Nathaniel E. Carter, President. Also Chief Investment Officer of Lakefront.
Kenneth A. Louard, Chief Operating Officer.
The business address of each of the foregoing individuals is 127
Public Square, Cleveland, Ohio 44114.
C-9
<PAGE>
THE VICTORY PORTFOLIOS
Item 29. Principal Underwriter
(a) BISYS Fund Services, the Registrant's administrator, also acts as the
distributor for the following investment companies:
American Performance Funds
AmSouth Mutual Funds
The ARCH Fund, Inc.
The BB&T Mutual Funds Group
The Conventry Group
ESC Strategic Funds, Inc.
Fountain Square Funds
Hirtle Callaghan Trust
HSBC Family of Funds
The Infinity Mutual Funds, Inc.
INTRUST Funds Trust
The Kent Funds
Magna Funds
Meyers Investment Trust
MMA Praxis Mutual Funds
M.S.D. & T. Funds
Pacific Capital Funds
Parkstone Group of Funds
The Parkstone Advantage Fund
Pegasus Funds
The Republic Funds Trust
The Republic Advisor Funds Trust
The Riverfront Funds, Inc.
SBSF Funds, Inc. dba Key Mutual Funds
Sefton Funds
The Sessions Group
Summit Investment Trust
Variable Insurance Funds
The Victory Portfolios
Vintage Mutual Funds, Inc.
(b) Directors, officers and partners of BISYS Fund Services, Inc., the
General Partner of BISYS Fund Services, as of February 28, 1998 were
as follows:
Lynn J. Mangum, Chairman and CEO.
J. David Huber, President.
Robert J. McMullan, Executive Vice President, CFO and Treasurer.
Kevin J. Dell, Vice President, General Counsel and Secretary.
Michael D. Burns, Vice President.
Annamaria Porcaro, Assistant Secretary.
Robert Tuch, Assistant Secretary.
Dennis Sheehan, Senior Vice President.
Mark J. Rybarczyk, Senior Vice President.
The business address of each of the foregoing individuals is BISYS
Fund Services, Inc., 3435 Stelzer Road, Columbus, Ohio 43215.
Item 30. Location of Accounts and Records
(1) Key Asset Management Inc., 127 Public Square, Cleveland, Ohio
44114-1306 (records relating to its functions as investment adviser
and sub-administrator).
(2) Lakefront Capital Investors, Inc., 127 Public Square, Cleveland, Ohio
44114-1306 (records relating to its functions as investment
sub-adviser for the Lakefront Fund only).
(3) KeyBank National Association, 127 Public Square, Cleveland, Ohio
44114-1306 (records relating to its functions as shareholder
servicing agent).
(4) BISYS Fund Services, 3435 Stelzer Road, Columbus, Ohio 43219 (records
relating to its functions as administrator, distributor and fund
accountant).
(5) State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110-3875 (records relating to its functions as
transfer agent).
C-10
<PAGE>
THE VICTORY PORTFOLIOS
(6) Boston Financial Data Services, Inc. Two Heritage Drive, Quincy,
Massachusetts 02171 (records relating to its functions as dividend
disbursing agent and shareholder servicing agent).
(7) Key Trust Company of Ohio, N.A., 127 Public Square, Cleveland, Ohio
44114-1306 (records relating to its functions as custodian and
securities lending agent).
(8) Morgan Stanley Trust Company, 1585 Broadway, New York, New York 10036
(records relating to its functions as sub-custodian of Balanced Fund
and International Growth Fund).
Item 31. Management Services
None.
Item 32. Undertakings
(a) Registrant undertakes to call a meeting of shareholders, at the
request of holders of 10% of the Registrant's outstanding shares, for
the purpose of voting upon the question of removal of a trustee or
trustees and undertakes to assist in communications with other
shareholders as required by Section 16(c) of the Investment Company
Act of 1940.
(b) Not applicable.
(c) Registrant undertakes to furnish to each person to whom a prospectus
is delivered a copy of the Registrant's latest Annual Report to
Shareholders upon request and without charge.
NOTICE
A copy of the Delaware Trust Instrument of The Victory Portfolios is on file
with the Secretary of State of Delaware and notice is hereby given that this
Post-Effective Amendment to the Registrant's Registration Statement has been
executed on behalf of the Registrant by officers of, and Trustees of, the
Registrant as officers and as Trustees, respectively, and not individually, and
that the obligations of or arising out of this instrument are not binding upon
any of the Trustees, officers or shareholders of The Victory Portfolios
individually but are binding only upon the assets and property of the
Registrant.
C-11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certified that it has met all the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Post-Effective
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York and State of New
York, on the 19th day of March, 1998.
THE VICTORY PORTFOLIOS
By: /s/Leigh A. Wilson
---------------------------------------
Leigh A. Wilson, President and Trustee
As required by the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities indicated on the 19th day of
March, 1998.
/s/ Roger Noall Chairman of the Board and Trustee
- ----------------------
Roger Noall
/s/ Leigh A. Wilson President and Trustee
- ----------------------
Leigh A. Wilson
/s/Thomas E. Line Treasurer
- ----------------------
Thomas E. Line
* Trustee
- ----------------------
Robert G. Brown
* Trustee
- ----------------------
Edward P. Campbell
* Trustee
- ----------------------
Harry Gazelle
* Trustee
- ----------------------
Thomas F. Morrissey
* Trustee
- ----------------------
H. Patrick Swygert
* Trustee
- ----------------------
Frank A. Weil
* Trustee
- ----------------------
Eugene J. McDonald
*By: /s/ Carl Frischling
- ------------------------
Carl Frischling
Attorney-in-Fact
Attorney-in-Fact pursuant to powers of attorney filed with Post-Effective
Amendment No. 36 to Registrant's Registration Statement on Form N-1A on
February 26, 1998 and Pre-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-14 on February 3, 1998.
C-12
<PAGE>
THE VICTORY PORTFOLIO
THE VICTORY PORTFOLIOS
INDEX TO EXHIBITS
Exhibit Number
EX-99.B11(a) Consent of Kramer, Levin, Naftalis & Frankel
EX-99.B11(b) Consent of Coopers & Lybrand L.L.P.
EX-99.B11(c) Consent of Price Waterhouse LLP
EX-27 Financial Data Schedules
Kramer, Levin, Naftalis & Frankel
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
(212) 715 - 9100
Arthur H. Aufses III Monica C. Lord Sherwin Kamin
Thomas D. Balliett Richard Marlin Arthur B. Kramer
Jay G. Baris Thomas Moers Mayer Maurice N. Nessen
Philip Bentley Thomas E. Molner Founding Partners
Saul E. Burian Thomas H. Moreland Counsel
Barry Michael Cass Ellen R. Nadler _____
Thomas E. Constance Gary P. Naftalis
Michael J. Dell Michael J. Nassau Martin Balsam
Kenneth H. Eckstein Michael S. Nelson Joshua M. Berman
Charlotte M. Fischman Jay A. Neveloff Jules Buchwald
David S. Frankel Michael S. Oberman Rudolph de Winter
Marvin E. Frankel Paul S. Pearlman Meyer Eisenberg
Alan R. Friedman Susan J. Penry-Williams Arthur D. Emil
Carl Frischling Bruce Rabb Maria T. Jones
Mark J. Headley Allan E. Reznick Maxwell M. Rabb
Robert M. Heller Scott S. Rosenblum James Schreiber
Philip S. Kaufman Michele D. Ross Counsel
Peter S. Kolevzon Howard J. Rothman _____
Kenneth P. Kopelman Max J. Schwartz
Michael Paul Korotkin Mark B. Segall M. Frances Buchinsky
Shari K. Krouner Judith Singer Abbe L. Dienstag
Kevin B. Leblang Howard A. Sobel Ronald S. Greenberg
David P. Levin Jeffrey S. Trachtman Debora K. Grobman
Ezra G. Levin Jonathan M. Wagner Christian S. Herzeca
Randy Lipsitz Harold P. Weinberger Jane Lee
Larry M. Loeb E. Lisk Wyckoff, Jr. Pinchas Mendelson
Lynn R. Saidenberg
Special Counsel
-----
FAX
(212) 715-8000
---
WRITER'S DIRECT NUMBER
(212)715-9100
-------------
March 19, 1998
The Victory Portfolios
3435 Stelzer Road
Columbus, Ohio 43219
Re: The Victory Portfolios
File No. 33-8982
Post-Effective Amendment
to Registration Statement on Form N-1A
--------------------------------------
Dear Gentlemen:
We hereby consent to the reference of our firm as counsel in
Post-Effective Amendment No. 37 to the Registration Statement on Form N-1A.
Very truly yours,
/s/Kramer, Levin, Naftalis & Frankel
------------------------------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Post-Effective Amendment
No. 37 to the Registration Statement of The Victory Portfolios on Form N-1A
(File No. 33-8982) of our reports dated January 16, 1998 on our audits of the
financial statements and financial highlights of Key Mutual Funds (comprising,
respectively, the Key Money Market Mutual Fund, SBSF Fund, SBSF Convertible
Securities Fund, SBSF Capital Growth Fund, KeyChoice Income & Growth Fund,
KeyChoice Moderate Growth Fund, and KeyChoice Growth Fund) which reports are
included in the Annual Reports to Shareholders for the year ended November 30,
1997 which are incorporated by reference in the Registration Statement. We also
consent to the reference to our Firm under the captions "Financial Highlights"
and "Independent Accountants" in the Prospectuses, under the captions
"Independent Accountants" and "Independent Accountants and Reports" in the
Statement of Additional Information for the Convertible Securities Fund and
Federal Money Market Fund, and under the caption "Independent Accountants" in
the Statement of Additional Information for the Victory LifeChoice Funds in this
Post-Effective Amendment No. 37 to the Registration Statement of the Victory
Portfolios on Form N-1A (File No. 33-8982).
/s/COOPERS & LYBRAND L.L.P.
Columbus, Ohio
March 18, 1998
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Statement of
Additional Information constituting part of this Post-Effective Amendment No. 37
to the registration statement on Form N-1A (the "Registration Statement") of our
report dated January 15, 1997, relating to the financial statement and financial
highlights appearing the November 30, 1996 Annual Report to Shareholders of Key
Money Market Mutual Fund and SBSF Convertible Securities Fund. We also consent
to the references to us under the heading "Financial Highlights" in the
Prospectuses constituting parts of this Registration Statement related to Key
Money Market Mutual Fund and SBSF Convertible Securities Fund.
/s/Price Waterhouse LLP
New York, New York
March 16, 1998
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<DIVIDEND-INCOME> 2237034
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<EXPENSES-NET> 1064519
<NET-INVESTMENT-INCOME> 3727129
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<NUMBER-OF-SHARES-SOLD> 3386376
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<NET-CHANGE-IN-ASSETS> 23504086
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<GROSS-EXPENSE> 1064519
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<PER-SHARE-NII> 0.62
<PER-SHARE-GAIN-APPREC> 1.43
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<NAME> VICTORY MONEY MARKET FUND (FORMERLY
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<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-START> DEC-01-1996
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 242531818
<INVESTMENTS-AT-VALUE> 242531818
<RECEIVABLES> 2127904
<ASSETS-OTHER> 1460
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 244661240
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1161958
<TOTAL-LIABILITIES> 1161958
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 243498201
<SHARES-COMMON-STOCK> 243496333
<SHARES-COMMON-PRIOR> 42159793
<ACCUMULATED-NII-CURRENT> 1081
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 243499282
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 6039419
<OTHER-INCOME> 0
<EXPENSES-NET> 584155
<NET-INVESTMENT-INCOME> 5455264
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 5455264
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 5455264
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 471868800
<NUMBER-OF-SHARES-REDEEMED> 273845741
<SHARES-REINVESTED> 3317186
<NET-CHANGE-IN-ASSETS> 201340245
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 277326
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 950244
<AVERAGE-NET-ASSETS> 110930286
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> 0.048
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0.048
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<EXPENSE-RATIO> 0.53
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<AVG-DEBT-PER-SHARE> 0
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<NUMBER> 29
<NAME> VICTORY LIFECOICE CONSERVATIVE INVESTOR FUND
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<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-START> DEC-31-1996
<PERIOD-END> NOV-30-1997
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<INVESTMENTS-AT-VALUE> 9136325
<RECEIVABLES> 33422
<ASSETS-OTHER> 49127
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 9218874
<PAYABLE-FOR-SECURITIES> 1882
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<OTHER-ITEMS-LIABILITIES> 79505
<TOTAL-LIABILITIES> 81387
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<PAID-IN-CAPITAL-COMMON> 9093961
<SHARES-COMMON-STOCK> 839132
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 49638
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 95199
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (101311)
<NET-ASSETS> 9137487
<DIVIDEND-INCOME> 73935
<INTEREST-INCOME> 8312
<OTHER-INCOME> 0
<EXPENSES-NET> 6389
<NET-INVESTMENT-INCOME> 75858
<REALIZED-GAINS-CURRENT> 95199
<APPREC-INCREASE-CURRENT> (101311)
<NET-CHANGE-FROM-OPS> 69746
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<DISTRIBUTIONS-OF-INCOME> 30786
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 867280
<NUMBER-OF-SHARES-REDEEMED> 30929
<SHARES-REINVESTED> 2781
<NET-CHANGE-IN-ASSETS> 9137487
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 4450
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 115280
<AVERAGE-NET-ASSETS> 2431503
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.31
<PER-SHARE-GAIN-APPREC> 0.84
<PER-SHARE-DIVIDEND> 0.26
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.89
<EXPENSE-RATIO> 0.29
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
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<PERIOD-TYPE> OTHER
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