Dear Shareholder:
The Victory LifeChoice Funds' Prospectus is being revised to reflect the removal
of the 5.75% sales charge. This supplement supersedes all previously dated
supplements. Please discard all other supplements. This information is important
and is part of your Prospectus.
--------------------------------------------------------------------------------
The Victory Portfolios
LifeChoice Conservative Investor Fund
LifeChoice Moderate Investor Fund
LifeChoice Growth Investor Fund
Supplement dated December 1, 1999
To the Prospectus dated March 1, 1999
1. On page 1, under "Fees and Expenses," replace the paragraph with the
following:
You will not pay a sales charge for buying shares of the LifeChoice
Funds. You will bear indirect expenses for investment advisory,
administrative, custodian, and shareholder services. We summarize
these expenses in the "Risk/Return Summary."
2. On page 3, under "Risk/Return Summary - Equity Funds," delete PBHG Growth
Fund and add INVESCO Dynamics Fund.
3. On page 5, under "Other Funds - Investment Objective and Strategies,"
replace the second paragraph with the following, then delete the discussion
of the PBHG Growth Fund and add the following discussion of the INVESCO
Dynamics Fund.
As of July 1, 1999, one or more of the LifeChoice Funds invested in
the following Other Funds:
INVESCO Dynamics Fund. The INVESCO Dynamics Fund is a diversified
mutual fund that seeks appreciation of capital through aggressive
investment policies. It invests primarily in common stocks of U.S.
companies traded on national securities exchanges and
over-the-counter.
4. On page 6, in the Risk/Return Summary for the LifeChoice Funds, add the
following information at the end of the "Principal Risks" section:
An investment in a LifeChoice Fund is not a deposit of KeyBank or any
of its affiliates and is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency.
5. On page 7, under "Risk/Return Summary - Investment Performance," add the
following notation to the chart on the lower right side of the page:
The performance numbers above do not include the effect of a sales
charge of 5.75%, which was in effect from March 1, 1999 through
November 30, 1999. If the sales charge was reflected, returns would be
less than those shown.
<PAGE>
6. On page 9, under "Fund Expenses," replace the Shareholder Transaction
Expense Table with the following:
Shareholder Transaction Expenses
(paid directly from your investment)* Class A
------------------------------------------- -----------------------
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price) NONE
------------------------------------------- -----------------------
Maximum 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 buy, exchange or sell
shares through a broker or agent.
7. On page 9, under "Fund Expenses -- Example," replace the example numbers
with the following:
1 Year 3 Years 5 Years 10 Years
-------------------------- ---------- ---------- --------- ----------
Conservative Investor $153 $474 $818 $1,791
Fund
-------------------------- ---------- ---------- --------- ----------
Moderate Investor Fund $95 $296 $515 $1,143
-------------------------- ---------- ---------- --------- ----------
Growth Investor Fund $118 $368 $638 $1,409
-------------------------- ---------- ---------- --------- ----------
8. On page 9, under "Fund Expenses," replace the paragraph after the Example
section with the following:
This example is based on the estimated expenses of the Funds and the
average annual weighted expense ratios of the mutual funds in which
the Funds invest (see page 10 for a summary of these expenses). Total
estimated expenses of the Conservative Investor Fund, the Moderate
Investor Fund, and the Growth Investor Fund are 1.27%, 1.34% and
1.42%, respectively.
9. On page 10, under "Other Funds," delete the information for PBHG Growth
Fund, add the following information for INVESCO Dynamics Fund and replace
the Average Weighted Expense Ratios as follows:
<TABLE>
<CAPTION>
Expense Ratios Conservative Moderate Growth
Other Funds (after waivers) Investor Fund Investor Fund Investor Fund
<S> <C> <C> <C> <C>
INVESCO
Dynamics Fund 1.08% 0%-20% 0%-20% 0%-20%
Average Weighted
Expense Ratios 1.07% 1.14% 1.22%
</TABLE>
<PAGE>
10. On page 15, under "Share Price," replace the first and second sentence in
the first paragraph with the following:
Each LifeChoice Fund calculates its share price, called its "net asset
value" (NAV), each business day at 4:00 p.m. Eastern Time or the close
of trading on the New York Stock Exchange Inc. (NYSE), whichever time
is earlier. You may buy, exchange, and sell your shares on any
business day at a price that is based on the NAV that is calculated
after you place your order.
11. On page 18, under "Investing with Victory," replace the sentence under the
shaded box with the following:
The LifeChoice Funds offer only Class A Shares, which are sold without
a sales charge.
12. On pages 18 and 19, under "Investing with Victory," delete the "Calculation
of Sales Charges" and "Sales Charge Reductions and Waivers for Class A
Shares" sections.
13. On page 20, under "How to Buy Shares," replace the last sentence with the
following:
If you buy shares directly from the funds and your investment is
received and accepted by 4:00 p.m. Eastern Time or the close of
trading on the NYSE, whichever time is earlier, your purchase will be
processed the same day using that day's share price.
14. On page 22, under "How to Exchange Shares," replace the third item in the
shaded chart with the following:
o Shares of a Fund may be exchanged at relative net asset value. If you
own Class A Shares of a LifeChoice Fund, you may have to pay a sales
charge if you exchange them for Class A Shares of another Victory
Fund; you pay the percentage point difference between that fund's
sales charge and any sales charge you previously paid in connection
with the shares you are exchanging.
15. On page 23, under "How to Sell Shares," replace the first sentence with the
following:
If your request is received in good order by 4:00 p.m. Eastern Time or
the close of trading on the NYSE, whichever time is earlier, your
redemption will be processed the same day.
16. On page 25, under "Organization and Management of the Funds - Victory
LifeChoice Funds - Asset Allocation Committee," Delete the information
regarding R. Kirk Williamson and add the following paragraph:
Charles G. Crane is KAM's Chief Market Strategist. He is also a Senior
Managing Director and the Director of Research for Spears, Benzak,
Salomon & Farrell, a division of KAM. He has been with KAM or an
affiliate since 1988.
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-VLCF-SUP3
