Dear Shareholder:
The Victory Prospectus for the following Funds is being revised. This
information is important and is part of your Prospectus.
- --------------------------------------------------------------------------------
The Victory Portfolios
Limited Term Income Fund
Intermediate Income Fund
Government Mortgage Fund
Investment Quality Bond Fund
Supplement dated May 19, 1999
To the Prospectus dated March 1, 1999
On page 23, in the "Portfolio Management" section, please replace the second
paragraph with the following:
Matthew D. Meyer is the Portfolio Manager of the Intermediate Income
Fund, a position he has held since May 1, 1999. He has been a Senior
Portfolio Manager and Director in the Taxable Fixed Income Group of KAM
since January 25, 1999. Prior to this position, he was employed by
McDonald & Company as a First Vice President, Senior Mortgage-Backed
Securities Trader since 1995. Prior to this position, he was a
Mortgage-Backed and Agency Securities Trader with First Tennessee
National Corporation from February 1993 to December 1995. He has been
in the fixed income securities business since 1987.
Please insert this Supplement in the front of your Prospectus. If you want to
obtain more information, please call the Funds at 800-539-FUND.
VF-TXFI-SUP
