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Report of Independent Accountants
To the Trustees of The Victory Small Company Opportunity Fund
We have examined management's assertion about The Victory Small Company
Opportunity Funds' (the "Fund") compliance with the requirements of subsections
(b) and (c) of Rule 17f-2 under the Investment Company Act of 1940 as of March
31, 1999, included in the accompanying Management Statement Regarding Compliance
with Certain Provisions of the Investment Company Act of 1940. Management
is responsible for the Fund's compliance with those requirements. Our
responsibility is to express an opinion on management's assertion about the
Fund's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Fund's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. Included among our procedures were the following tests
performed as of March 31, 1999, with respect to securities of the Fund:
. Confirmation, or other procedures as we considered necessary, of all
securities held in book entry form by the Depository Trust Company,
Federal Reserve Bank of Cleveland, Bank of New York or Morgan Stanley
Trust Company;
. Confirmation, or other procedures as we considered necessary, of all
securities out for transfer with brokers;
. Reconciliation of all such securities to the books and records of the
Fund and Key Trust Company of Ohio, N.A.
We believe that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Funds' compliance with
specified requirements.
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In our opinion, management's assertion that the Fund was in compliance with the
requirements of subsections (b) and (c) of Rule 17f-2 of the Investment Company
Act of 1940 as of March 31, 1999, with respect to securities reflected in the
investment accounts of the Fund is fairly stated, in all material respects.
This report is intended solely for the information and use of the trustees and
management of the Fund and the Securities and Exchange Commission and should not
be used for any other purpose.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Columbus, Ohio
April 16, 1999
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Management Statement Regarding Compliance With Certain
Provisions of the Investment Company Act of 1940
We, as members of management of The Victory Small Company Opportunity Fund (the
"Fund") are responsible for complying with the requirements of subsections (b)
and (c) of Rule 17f-2, "Custody of Investments by Registered Management
Investment Companies," of the Investment Company Act of 1940. We are also
responsible for establishing and maintaining an effective internal control
structure over compliance with those requirements. We have performed an
evaluation of the Fund's compliance with the requirements of subsections (b) and
(c) of Rule 17f-2 as of March 31, 1999. Based on this evaluation, we assert that
the Fund was in compliance with the provisions of subsections (b) and (c) of
Rule 17f-2 of the Investment Company Act of 1940 as of March 31, 1999, with
respect to securities reflected in the investment account of The Victory Small
Company Opportunity Fund.
The Victory Small Company Opportunity Fund
