Dear Shareholder:
The Victory Fund for Income Prospectus is being revised to reflect changes in
certain sales charge exemptions. This information is important and is part
of your Prospectus.
- --------------------------------------------------------------------------------
The Victory Portfolios
Fund for Income
Supplement dated December 22, 1999
To the Prospectus dated March 29, 1999
1. On page 8, under "Investing with Victory," in the "Calculation of Sales
Charges" section, replace the table and footnote with the following:
---------------------------- ------------------ ----------------------
Sales Charge as Sales Charge as a %
Your Investment in the Fund a % of Offering of Your Investment
Price
---------------------------- ------------------ ----------------------
Up to $49,999 2.00% 2.04%
---------------------------- ------------------ ----------------------
$50,000 up to $99,999 1.75% 1.78%
---------------------------- ------------------ ----------------------
$100,000 up to $249,999 1.50% 1.52%
---------------------------- ------------------ ----------------------
$250,000 up to $499,999 1.25% 1.27%
---------------------------- ------------------ ----------------------
$500,000 up to $999,999 1.00% 1.01%
---------------------------- ------------------ ----------------------
$1,000,000 and above* 0.00% 0.00%
---------------------------- ------------------ ----------------------
*Except as indicated in the last sentence of this note, 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% will be charged
to the shareholder if shares are redeemed in the first year after
purchase, or at 0.50% 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. The initial sales charge exemption for investments of $1
million or more does not apply to tax-deferred retirement accounts
(except IRA accounts); the sales charge on investments by such
tax-deferred retirement accounts of $1 million or more is the same as
for investments between $500,000 and $999,999.
2. On page 9, delete items 4c and 4f, replace them with the following, and
add item 4g:
"4. Waivers for certain investors:
c. Investors in Class A Shares 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 invested in a fund of the
Victory Group.
f. Purchase of shares in connection with financial institution
sponsored bundled omnibus retirement programs sponsored by
financial institutions that have entered into agreements with the
Funds' Distributor in connection with the operational
requirements of such programs.
g. Participants in tax-deferred retirement plans who purchased
shares pursuant to waiver provisions in effect prior to December
15, 1999."
Please insert this Supplement in the front of your Prospectus. If you want to
obtain more information, please call the Fund at 800-539-FUND.
VF-FFI-SUP2
<PAGE>
Dear Shareholder:
The Victory Lakefront Prospectus is being revised to reflect changes in
certain sales charge exemptions. This information is important and is part
of your Prospectus.
- --------------------------------------------------------------------------------
The Victory Portfolios
Lakefront Fund
Supplement dated December 22, 1999
To the Prospectus dated March 1, 1999
As Supplemented June 30, 1999
1. On page 8, under "Investing with Victory," in the "Calculation of Sales
Charges" section, replace the table and footnote with the following:
---------------------------- ------------------ ----------------------
Sales Charge as Sales Charge as a %
Your Investment in the Fund a % of Offering of Your Investment
Price
---------------------------- ------------------ ----------------------
Up to $49,999 5.75% 6.10%
---------------------------- ------------------ ----------------------
$50,000 up to $99,999 4.50% 4.71%
---------------------------- ------------------ ----------------------
$100,000 up to $249,999 3.50% 3.63%
---------------------------- ------------------ ----------------------
$250,000 up to $499,999 2.50% 2.56%
---------------------------- ------------------ ----------------------
$500,000 up to $999,999 2.00% 2.04%
---------------------------- ------------------ ----------------------
$1,000,000 and above* 0.00% 0.00%
---------------------------- ------------------ ----------------------
*Except as indicated in the last sentence of this note, there is no
initial sales charge on purchases of $1 million or more. However, a
contingent deferred sales charge (CDSC) of 1.00% will be charged to the
shareholder if any shares are redeemed in the first year after purchase,
or at 0.50% within two years of 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. The initial sales charge exemption for investments of $1
million or more does not apply to tax-deferred retirement accounts
(except IRA accounts); the sales charge on investments by such
tax-deferred retirement accounts of $1 million or more is the same as
for investments between $500,000 and $999,999.
2. On page 9, delete items 4c and 4f, replace them with the following, and
add item 4g:
"4. Waivers for certain investors:
c. Investors in Class A Shares 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 invested in a fund of the
Victory Group.
f. Purchase of shares in connection with financial institution
sponsored bundled omnibus retirement programs sponsored by
financial institutions that have entered into agreements with the
Funds' Distributor in connection with the operational
requirements of such programs.
g. Participants in tax-deferred retirement plans who purchased
shares pursuant to waiver provisions in effect prior to December
15, 1999."
Please insert this Supplement in the front of your Prospectus. If you want to
obtain more information, please call the Fund at 800-539-FUND.
VF-VLF-SUP5
<PAGE>
Dear Shareholder:
The Victory Small Company Opportunity Fund Prospectus is being revised to
reflect changes in certain sales charge exemptions. This information is
important and is part of your Prospectus.
- --------------------------------------------------------------------------------
The Victory Portfolios
Small Company Opportunity Fund
Supplement dated December 22, 1999
To the Prospectus dated March 29, 1999
As Supplemented July 28, 1999
On page 8, under "Investing with Victory," in the "Calculation of Sales Charges"
section, replace the table and footnote with the following:
---------------------------- ------------------ ----------------------
Sales Charge as Sales Charge as a %
Your Investment in the Fund a % of Offering of Your Investment
Price
---------------------------- ------------------ ----------------------
Up to $49,999 5.75% 6.10%
---------------------------- ------------------ ----------------------
$50,000 up to $99,999 4.50% 4.71%
---------------------------- ------------------ ----------------------
$100,000 up to $249,999 3.50% 3.63%
---------------------------- ------------------ ----------------------
$250,000 up to $499,999 2.50% 2.56%
---------------------------- ------------------ ----------------------
$500,000 up to $999,999 2.00% 2.04%
---------------------------- ------------------ ----------------------
$1,000,000 and above* 0.00% 0.00%
---------------------------- ------------------ ----------------------
*Except as indicated in the last sentence of this note, 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% will be charged
to the shareholder if any shares are redeemed in the first year after
purchase, or at 0.50% on shares sold 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. The initial sales charge exemption for
investments of $1 million or more does not apply to tax-deferred
retirement accounts (except IRA accounts); the sales charge on
investments by such tax-deferred retirement accounts of $1 million or
more is the same as for investments between $500,000 and $999,999.
2. On page 9, delete items 4c and 4f, replace them with the following, and
add item 4g:
"4. Waivers for certain investors:
c. Investors in Class A Shares 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 invested in a fund of the
Victory Group.
f. Purchase of shares in connection with financial institution
sponsored bundled omnibus retirement programs sponsored by
financial institutions that have entered into agreements with the
Funds' Distributor in connection with the operational
requirements of such programs.
g. Participants in tax-deferred retirement plans who purchased
shares pursuant to waiver provisions in effect prior to December
15, 1999."
Please insert this Supplement in the front of your Prospectus. If you want to
obtain more information, please call the Fund at 800-539-FUND.
VF-SGF-SUP3
