Rule 497(e)
Registration No. 33-8982
Dear Shareholder:
The Victory International Growth Fund ("International Growth Fund") Prospectus
is being revised. The following supplement provides important information about
a proposal to shareholders to approve a new Investment Advisory Agreement for
the International Growth Fund. This information is important and should be kept
with your Prospectus.
- --------------------------------------------------------------------------------
The Victory Funds
Balanced Fund
Diversified Stock Fund
Value Fund
Stock Index Fund
Ohio Regional Stock Fund
Growth Fund
Special Value Fund
Special Growth Fund
International Growth Fund
Real Estate Investment Fund
Supplement Dated April 3, 1998
to the Prospectus Dated March 1, 1998
On February 20, 1998, the Board of Trustees (the "Board") unanimously
approved and recommended to shareholders a new Investment Advisory Agreement
between Key Asset Management Inc. ("KAM") and The Victory Portfolios, on behalf
of the International Growth Fund. The proposed new Investment Advisory Agreement
is structured as a "Manager of Managers" agreement whereby KAM, subject to the
approval of the Board, can hire or change a subadviser for the International
Growth Fund without seeking additional shareholder approval. KAM will supervise
the investment activities of each subadviser, and the management fees for the
International Growth Fund will not change. Upon obtaining shareholder approval,
KAM intends to hire Indocam International Investment Services, S.A. as a
subadviser for the International Growth Fund.
The Board's recommendations and other information describing the
proposal have been included in a Proxy Statement, which will be provided to
shareholders of the International Growth Fund who held shares of record on March
20, 1998. At a Special Meeting of Shareholders, scheduled for May 15, 1998,
shareholders will be asked to approve the new "Manager of Managers" structure.
If you would like more information about the International Growth Fund
call (800) 539-FUND or (800) 539-3863.
VF-IGF-SUPP1
