VICTORY PORTFOLIOS, 485APOS, 1999-12-30

VICTORY PORTFOLIOS
485APOS, 1999-12-30

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As filed with the Securities and Exchange Commission on December 30, 1999
File No. 33-8982
ICA No. 811-4852

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. _____ [ ]

Post-Effective Amendment No. 58 [X]

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF [X]
1940

Amendment No. 59

The Victory Portfolios

(Exact name of Registrant as Specified in Trust Instrument)

3435 Stelzer Road
Columbus, Ohio 43219
(Address of Principal Executive Office)

(800) 362-5365
(Area Code and Telephone Number)

Copy to:

George Stevens, Esq. Carl Frischling, Esq.
BISYS Fund Services Kramer Levin Naftalis & Frankel LLP
3435 Stelzer Road 919 Third Avenue
Columbus, Ohio 43219 New York, New York 10022

(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: As soon as practicable after
this registration statement becomes effective.

It is proposed that this filing will become effective:

|_| Immediately upon filing pursuant |_| on (date) pursuant to paragraph (b)
to paragraph (b)
|X| 60 days after filing pursuant to |_| on (date) pursuant to paragraph
paragraph (a)(1) (a)(1)
|_| 75 days after filing pursuant to |_| on (date) pursuant to paragraph
paragraph (a)(2) (a)(2) of rule 485.

If appropriate, check the following box:

|_| this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

<PAGE>
February 28, 2000

(LOGO)(R)

VICTORY FUNDS
*

PROSPECTUS

Lakefront Fund
Class A Shares

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved the Fund's securities or determined whether this
Prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.

Call Victory at:

800-539-FUND
(800-539-3863)

or visit the Victory Funds' website at:

www.victoryfunds.com

<PAGE>

TABLE OF CONTENTS

RISK/RETURN SUMMARY OF THE FUND 2

An analysis which includes the investment objective, principal strategies,
principal risks, performance, and expenses .

INVESTMENTS 4

RISK FACTORS 4

SHARE PRICE 5

DIVIDENDS, DISTRIBUTIONS, AND TAXES 6

INVESTING WITH VICTORY

o How to Buy Shares 10
o How to Exchange Shares 13
o How to Sell Shares 14

ORGANIZATION AND MANAGEMENT OF THE FUND 16

ADDITIONAL INFORMATION 18

FINANCIAL HIGHLIGHTS 19

The Victory Portfolios

KEY TO FUND INFORMATION

OBJECTIVE AND STRATEGIES

The goals and the strategies that the Fund plans to use to pursue its investment
objective.

RISK FACTORS

The risks you may assume as an investor in the Fund.

PERFORMANCE

A summary of the historical performance of the Fund in comparison to an
unmanaged index.

EXPENSES

The costs you will pay, directly or indirectly, as an investor in the Fund,
including sales charges and ongoing expenses.

Shares of the Fund are:

o Not insured by the FDIC;

o Not deposits or other obligations of, or guaranteed by KeyBank, any of its
affiliates, or any other bank;

o Subject to possible investment risks, including possible loss of the principal
amount invested.

<PAGE>

LAKEFRONT FUND Risk/Return Summary

Investment Objective

The Fund seeks to provide long-term growth of capital and income.

Principal Investment Strategies

The Fund pursues its objective by investing primarily in a diversified group of
equity securities of established companies which exemplify above average total
return potential .

The Fund's investment sub-adviser, Lakefront Capital Investors, Inc.,
(Lakefront) seeks to invest in equity securities that it considers undervalued
in relation to historical and projected earnings, cash flow and the value of the
issuer's underlying assets. Specifically, Lakefront focuses on relative value
investing within the universe of large capitalization stocks and maintains a
risk averse orientation with a bias toward quality and capital preservation.
Stock selection is a disciplined process emphasizing a long-term perspective and
bottom-up approach to selecting individual issues. The identification process
involves analyzing a universe of approximately 1,600 large capitalization stocks
on the basis of a set of consistent financial criteria. The process then relies
heavily on fundamental analysis which includes scrutinizing a company's capital
structure and financial strength, industry of operation, competitive position,
quality of management, and level of commitment to actualizing and enhancing
shareholder value. In addition, the Fund considers a company's ability to
effectively manage its human resources and its customer relationships. The Fund
believes that the changing nature of the workforce and the customer as well as
the ongoing globalization of the economy, requires that companies proactively
develop employee and customer strategies designed to profit from these changes.
The Fund's portfolio securities are usually listed on a nationally recognized
exchange.

Key Asset Management, Inc. (KAM or the Adviser) is the investment
adviser to the Fund and Lakefront is the sub-adviser to the Fund.

Under normal market conditions, the Fund:

* Will invest at least 80% of its total assets in equity securities or
securities convertible into common stock

Principal Risks

You may lose money by investing in the Fund. The Fund is subject to the
following principal risks, more fully described in "Risk Factors." The Fund's
net asset value, yield and/or total return may be adversely affected if any of
the following occurs:

* The market value of securities acquired by the Fund declines.

* Value stocks fall out of favor relative to growth stocks.

* A particular strategy does not produce the intended result or the portfolio
manager does not execute the strategy effectively.

* A company's earnings do not increase as expected.

An investment in the 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.

By itself, the Fund does not constitute a complete investment plan and
should be considered a long-term investment for investors who can afford to
weather changes in the value of their investment.

<PAGE>

LAKEFRONT FUND Risk/Return Summary

Investment Performance

The bar chart and table shown below provide an indication of the risks of
investing in the Fund by showing changes in its performance for various time
periods.

The bar chart does not reflect any sales charges that you may be required
to pay when you buy or sell your shares. If sales charges were reflected,
returns would be lower than those shown.

1998 13.39
1999

Past performance does not indicate future results.

During the period shown in the bar chart, the highest return for a quarter was
_____% (quarter ending _________________) and the lowest return for a quarter
was _____% (quarter ending _________________).

The table shows how the average annual total returns of the Fund for one
year and since inception compare to those of a broad-based market index. The
figures shown in this table assume reinvestment of dividends and distributions
and reflect all applicable sales charges.

Average Annual Total Returns Since
(for the Periods ended Past Inception
December 31, 1999) One Year (3/3/97)

Class A _____% _____%

S&P 500 Index1 _____% _____%

1 The Standard & Poor's 500 Stock Index is a broad-based unmanaged index that
represents the general performance of domestically traded common stocks of mid-
to large-size companies.

Fund Expenses

This section describes the fees and expenses that you may pay if you buy
and hold shares of the Fund.

Shareholder Transaction Expenses

(paid directly from your investment)(1) Class A

Maximum Sales Charge Imposed on Purchases 5.75%
(as a percentage of offering price)

Maximum Deferred Sales Charge (as a percentage of NONE(2)
the lower of purchase or sale price)

Maximum Sales Charge Imposed on Reinvested Dividends NONE

Redemption Fees NONE

Exchange Fees NONE

Annual Fund Operating Expenses (The Fund pays these expenses from its assets.)

Management Fees 1.00%

Distribution (12b-1) Fees 0.00%

Other Expenses
(includes a shareholder servicing fee of 0.25%) 5.79%

Total Fund Operating Expenses 6.79%

Fee Waiver/Reimbursement (5.29)%

Net Expenses 1.50%(3)

(1) You may be charged additional fees if you buy, exchange, or sell shares
through a broker or agent.

(2) Except for non-IRA tax deferred retirement accounts, there is no initial
sales charge on purchases of $1 million or more for Class A Shares. However, if
you sell such Class A Shares within one year, you will be charged a contingent
deferred sales charge (CDSC) of 1.00%. If you sell your Class A Shares within
two years, you will be charged a CDSC of 0.50%.

(3) The Adviser has contractually agreed to waive its management fee and to
reimburse expenses , as allowed by law, to the extent necessary to maintain the
Fund's annual net operating expenses at a maximum of 1.50% until February 28,
2001 and then 2.00% until at least February 28, 2010.

EXAMPLE: The following Example is designed to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds. The
Example assumes that you invest $10,000 in the Fund for the time periods shown
and then redeem all of your shares at the end of those periods. The Example also
assumes that your investment has a 5% return each year and that the Fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:

1 Year 3 Years 5 Years 10 Years

Class A(1) $719 $1,123 $1,556 $2,777

(1) This Example assumes that net annual operating expenses for the Fund will
equal 1.50% until February 28, 2001 and then 2.00% until February 28, 2010.

<PAGE>

By matching your investment objective with an acceptable level of risk, you can
create your own customized investment plan.

An investment in the Fund is not a complete investment program.

Investments

Under normal market conditions, the Fund purchases equity securities, including
common stock and securities that are convertible or exchangeable into common
stock of U.S. corporations.

For cash management or for temporary defensive purposes in response to
market conditions, the Fund may hold all or a portion of its assets in cash or
short-term money market instruments. This may reduce the benefit from any
upswing in the market and may cause the Fund to fail to meet its investment
objective.

For a more complete description of the types of securities in which the
Fund can invest, see the Statement of Additional Information (SAI).

Risk Factors

This Prospectus describes the principal risks that you may assume as an investor
in the Fund. The Fund's price, yield, and total return will fluctuate.

The Fund is subject to the principal risks described below.

General risks:

* Market risk is the risk that the market value of a security may fluctuate,
depending on the supply and demand for that type of security. As a result of
this fluctuation, a security may be worth more or less than the price the Fund
originally paid for the security, or more or less than the security was worth at
an earlier time. Market risk may affect a single issuer, an industry, a sector
of the economy, or the entire market and is common to all investments.

<PAGE>

It is important to keep in mind one basic principle of investing: the greater
the risk, the greater the potential reward. The reverse is also generally
true: the lower the risk, the lower the potential reward.

* Manager risk is the risk that the Fund's portfolio manager may use a strategy
that does not produce the intended result. Manager risk also refers to the
possibility that the portfolio manager may fail to execute the Fund's investment
strategy effectively and, thus, fail to achieve its objective.

Risks associated with investing in equity securities:

* Equity risk is the risk that the value of the security will fluctuate in
response to changes in earnings or other conditions affecting the issuer's
profitability . Unlike debt securities, which have preference to a company's
assets in case of liquidation, equity securities are entitled to the residual
value after the company meets its other obligations. For example, in the event
of bankruptcy, holders of debt securities have priority over holders of equity
securities to a company's assets.

Share Price

The daily NAV is useful to you as a shareholder because the NAV, multiplied by
the number of Fund shares you own gives you the value of your investment.

The Fund calculates its share price, called its "net asset value" (NAV), each
business day at 4:00 p.m. Eastern Time or at 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. A business day is a day
on which the NYSE is open.

The Fund values its investments based on market value. When market
quotations are not readily available, the Fund values its investments based on
fair value methods approved by the Board of Trustees of the Victory Portfolios.
The Fund calculates its NAV by adding up the total value of its investments and
other assets, subtracting its liabilities, and then dividing that figure by the
number of outstanding shares .

Total Assets- Liabilities

NAV= ----------------------------

Number of Shares Outstanding

You can find the Fund's net asset value each day in The Wall Street Journal
and other newspapers. Newspapers do not normally publish fund information until
the Fund reaches a specific number of shareholders or level of assets

<PAGE>

Dividends, Distributions, and Taxes

Buying a Dividend. You should check the Fund's distribution schedule before you
invest. If you buy shares of the Fund shortly before it makes a distribution,
some of your investment may come back to you as a taxable distribution.

As a shareholder, you are entitled to your share of net income and capital gains
on the Fund's investments. The Fund passes its earnings along to investors in
the form of dividends. Dividend distributions are the net income earned on
investments after expenses. The Fund will distribute short-term gains, as
necessary, and if the Fund makes a long-term capital gain distribution, it is
normally paid once a year. As with any investment, you should consider the tax
consequences of an investment in the Fund.

Ordinarily, the Fund declares and pays dividends quarterly.

Distributions can be received in one of the following ways.

Reinvestment Option

You can have distributions automatically reinvested in additional shares of the
Fund. If you do not indicate another choice on your Account Application, you
will be assigned this option automatically.

Cash Option

A check will be mailed to you no later than seven days after the dividend pay
date.

Income Earned Option

You can automatically reinvest your dividends in additional shares of the Fund
and have your capital gains paid in cash, or reinvest capital gains and have
your dividends paid in cash.

Directed Dividends Option

In most cases, you can automatically reinvest distributions in shares of another
fund of The Victory Portfolios. If you reinvest your distributions in a
different class of another fund, you may pay a sales charge on the reinvested
distributions.

Directed Bank Account Option

In most cases, you can automatically transfer distributions to your bank
checking or savings account. Under normal circumstances, the Fund will transfer
your distributions within seven days of the dividend payment date. The bank
account must have a registration identical to that of your Fund account.

<PAGE>

The tax information in this Prospectus is provided as general information. You
should consult your own tax adviser about the tax consequences of an investment
in the Fund.

* Important Information about Taxes

The Fund pays no federal income tax on the earnings and capital gains it
distributes to shareholders.

* Ordinary dividends from the Fund are taxable as ordinary income; dividends
from the Fund's long-term capital gains are taxable as long-term capital
gain.

* Dividends are treated in the same manner for federal income tax purposes
whether you receive them in cash or in additional shares. They also may be
subject to state and local taxes.

* Dividends from the Fund that are attributable to interest on certain U.S.
government obligations may be exempt from certain state and local income taxes.
The extent to which ordinary dividends are attributable to these U.S. government
obligations will be provided on the tax statements you receive from the Fund.

* An exchange of the Fund's shares for shares of another fund will be treated as
a sale. When you sell or exchange shares of the Fund, you must recognize any
gain or loss.

* Certain dividends paid to you in January will be taxable as if they had been
paid to you the previous December.

* Tax statements will be mailed from the Fund every January showing the amounts
and tax status of distributions made to you.

* Because your tax treatment depends on your purchase price and tax position,
you should keep your regular account statements for use in determining your tax.

* You should review the more detailed discussion of federal income tax
considerations in the SAI.

<PAGE>

Investing with Victory

All you need to do to get started is to fill out an application.

An Investment Professional is an investment consultant, salesperson, financial
planner, investment adviser, or trust officer who provides you with investment
information.

For historical expense information, see the financial highlights at the end of
this Prospectus.

If you are looking for a convenient way to open an account or to add money to an
existing account, Victory can help. The sections that follow will serve as a
guide to your investments with Victory. The following sections will describe how
to open an account, how to access information on your account, and how to buy,
exchange, and sell shares of the Fund. We want to make it simple for you to do
business with us. If you have questions about any of this information, please
call your Investment Professional or one of our customer service representatives
at 800-539-FUND. They will be happy to assist you.

* Calculation of Sales Charges -- Class A

Class A Shares are sold at their public offering price, which is the NAV plus
the applicable initial sales charge. The sales charge as a percentage of your
investment decreases as the amount you invest increases. The current sales
charge rates are as follows:

Sales Charge Sales Charge
as a % of as a % of
Your Investment in the Fund Offering Price Your Investment

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% 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
on 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.

<PAGE>

There are several ways you can combine multiple purchases in the Victory Funds
and take advantage of reduced sales charges.

* Sales Charge Reductions and Waivers for Class A Shares

You may qualify for reduced sales charges in the following cases:

1. A Letter of Intent lets you buy Class A Shares of the Fund over a 13-month
period and receive the same sales charge as if all shares had been purchased at
one time. You must start with a minimum initial investment of 5% of the total
amount.

2. Rights of Accumulation allow you to add the value of any Class A Shares you
already own to the amount of your next Class A investment for purposes of
calculating the sales charge at the time of purchase.

3. You can combine Class A Shares of multiple Victory Funds, (excluding money
market funds) for purposes of calculating the sales charge. The combination
privilege also allows you to combine the total investments from the accounts of
household members of your immediate family (spouse and children under 21) for a
reduced sales charge at the time of purchase.

4. Waivers for certain investors:

a. Current and retired Fund Trustees, directors, trustees, employees, and family
members of employees of KeyCorp or "Affiliated Providers,"* and dealers who have
an agreement with the Distributor and any trade organization to which the
Adviser or the Administrator belong.

b. Investors who purchase shares for trust or other advisory accounts
established with KeyCorp or its affiliates.

c. Investors who reinvest the proceeds from a liquidation distribution of Class
A Shares held in a deferred compensation plan, agency, trust, or custody account
that was maintained by KeyBank N.A. and its affiliates, the Victory Group, or
invested in a fund of the Victory Group.

d. Investors who reinvest shares from another mutual fund complex or the Victory
Group within 90 days after redemption, if they paid a sales charge for those
shares.

e. Investment Professionals who purchased Fund shares for fee-based investment
products or accounts, and selling brokers and their sales representatives.

f. Purchases of shares in connection with financial institution sponsored
bundled omnibus retirement programs sponsored by financial institutions that
have entered into agreements with the Fund's Distributor in connection with the
operational requirements of such programs.

g. Participants in tax-deferred retirement plans who initially purchased shares
pursuant to waiver provisions in effect prior to December 15, 1999.

* Affiliated Providers are affiliates and subsidiaries of KeyCorp, and any
organization that provides services to the Victory Group.

<PAGE>

* Shareholder Servicing Plan

The Fund has adopted a Shareholder Servicing Plan for its Class A Shares. The
shareholder servicing agent performs a number of services for its customers who
are shareholders of the Fund. It establishes and maintains accounts and records,
processes dividend payments, arranges for bank wires, assists in transactions,
and changes account information. For these services the Fund pays a fee at an
annual rate of up to 0.25% of the average daily net assets of Class A shares
serviced by the agent. The Fund may enter into agreements with various
shareholder servicing agents, including KeyBank National Association and its
affiliates, other financial institutions, and securities brokers. The Fund may
pay a servicing fee to broker-dealers and others who sponsor "no transaction
fee" or similar programs for the purchase of shares. Shareholder servicing
agents may waive all or a portion of their fee periodically.

* Distribution Plan

According to Rule 12b-1 under the Investment Company Act of 1940, Victory has
adopted a Distribution and Service Plan for Class A Shares of the Fund. The
Fund does not pay expenses under this plan.

How to Buy Shares

You can buy shares in a number of different ways. All you need to do to get
started is to fill out an application. The minimum investment required to open
an account is $500 ($100 for IRAs), with additional investments of at least $25.
You can send in your payment by check, wire transfer, exchange from another
Victory Fund, or through arrangements with your Investment Professional.
Sometimes an Investment Professional will charge you for these services. This
fee will be in addition to, and unrelated to, the fees and expenses charged by
the Fund.

If you buy shares directly from the Fund 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.

Make your check payable to:

The
Victory
Funds

<PAGE>

Telecommunication Device for the Deaf (TDD):
800-970-5296

Keep the following addresses handy for purchases, exchanges, or redemptions:

By Regular U.S. Mail

Send completed Account Applications with your check, bank draft, or money order
to:

The Victory Funds
P.O. Box 8527
Boston, MA 02266-8527

By Overnight Mail

Use the following address ONLY for overnight packages.

The Victory Funds
c/o Boston Financial Data Services
66 Brooks Drive
Braintree, MA 02184

By Wire

The Transfer Agent does not charge a wire fee, but your originating bank may
charge a fee. Always call the Transfer Agent at 800-539-FUND BEFORE wiring funds
to obtain a confirmation number.

The Victory Funds
State Street Bank and Trust Co.
ABA #011000028
For Credit to DDA
Account #9905-201-1

(insert account number, name, and confirmation number assigned by the
Fund)

By Telephone
800-539-FUND
(800-539-3863)

<PAGE>

If you would like to make additional investments after your account is
established, use the Investment Stub attached to your confirmation statement and
send it with your check to the address indicated.

* ACH

After your account is set up, your purchase amount can be transferred by
Automated Clearing House (ACH). Only domestic member banks may be used. It takes
about 15 days to set up an ACH account. Currently, the Fund does not charge a
fee for ACH transfers.

* Statements and Reports

You will receive a periodic statement reflecting any transactions that affect
the balance or registration of your account. You will receive a confirmation
after any purchase, exchange, or redemption. If your account has been set up by
an Investment Professional, account activity will be detailed in the account
statements sent by that individual. Share certificates are not issued. Twice a
year, you will receive the financial reports of the Fund. By January 31 of each
year, you will be mailed an IRS form reporting distributions for the previous
year, which also will be filed with the IRS.

* Systematic Investment Plan

To enroll in the Systematic Investment Plan, you should check this box on the
Account Application. We will need your bank information and the amount and
frequency of your investment. You can select monthly, quarterly, semi-annual, or
annual investments. You should attach a voided personal check so the proper
information can be obtained. You must first meet the minimum investment
requirement of $500, then we will make automatic withdrawals of the amount you
indicate ($25 or more) from your bank account and invest it in shares of the
Fund.

* Retirement Plans

You can use the Fund as part of your retirement portfolio. Your Investment
Professional can set up your new account under one of several tax-deferred
retirement plans. Please contact your Investment Professional or the Fund for
details regarding an IRA or other retirement plan that works best for your
financial situation.

All purchases must be made in U.S. dollars and drawn on U.S. banks. The Transfer
Agent may reject any purchase order in its sole discretion. If your check is
returned for any reason, you will be charged for any resulting fees and/or
losses. Third party checks will not be accepted. You may only buy or exchange
into fund shares legally available in your state. If your account falls below
$500, ($100 for IRAs), we may ask you to re-establish the minimum investment. If
you do not do so within 60 days, we may close your account and send you the
value of your account.

<PAGE>

How to Exchange Shares

You can obtain a list of funds available for exchange by calling 800-539-FUND.

You may exchange shares of one Victory fund for shares of the same class of any
other.

You can exchange shares of the Fund by writing the Transfer Agent or calling
800-539-FUND. When you exchange shares of the Fund, you should keep the

following in mind:

* Shares of the Fund selected for exchange must be available for sale in your
state of residence.

* The Fund whose shares you want to exchange and the fund whose shares you want
to buy must offer the exchange privilege.

* If you own Class A Shares of the Fund, you can only exchange them for Class A
Shares of another fund and not pay a sales charge. The same rules apply to Class
G Shares, except that holders of Class G Shares who acquired their shares as a
result of the reorganization of the Gradison Funds into the Victory Funds can
exchange into Class A Shares of any Victory Fund that does not offer Class G
Shares without paying a sales charge.

* On certain business days, such as Veterans Day and Columbus Day, the Federal
Reserve Bank of Cleveland is closed. On those days, exchanges to or from a money
market fund will be processed on the exchange date, with the corresponding
purchase or sale of the money market fund shares being effected on the next
business day.

* You must meet the minimum purchase requirements for the fund you purchase by
exchange.

* The registration and tax identification numbers of the two accounts must be
identical.

* You must hold the shares you buy when you establish your account for at least
seven days before you can exchange them; after the account is open seven days,
you can exchange shares on any business day.

* The Fund may refuse any exchange purchase request if the Adviser determines
that the request is associated with a market timing strategy. The Fund may
terminate or modify the exchange privilege at any time on 30 days' notice to
shareholders.

* Before exchanging, read the prospectus of the fund you wish to purchase by
exchange. An exchange of Fund shares constitutes a sale for tax purposes.

<PAGE>

How to Sell Shares

There are a number of convenient ways to sell your shares. You can use the same
mailing addresses listed for purchases.

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.

By Telephone

The easiest way to sell shares is by calling 800-539-FUND. When you fill out
your original application, be sure to check the box marked "Telephone
Authorization." Then when you are ready to sell, call and tell us which one of
the following options you would like to use:

* Mail a check to the address of record;

* Wire funds to a domestic financial institution;

* Mail a check to a previously designated alternate address; or

* Electronically transfer your redemption via the Automated Clearing House
(ACH).

The Transfer Agent records all telephone calls for your protection and
takes measures to verify the identity of the caller. If the Transfer Agent
properly acts on telephone instructions and follows reasonable procedures to
ensure against unauthorized transactions, neither Victory, its servicing agents,
the Adviser, nor the Transfer Agent will be responsible for any losses. If the
Transfer Agent does not follow these procedures, it may be liable to you for
losses resulting from unauthorized instructions.

If there is an unusual amount of market activity and you cannot reach the
Transfer Agent or your Investment Professional by telephone, consider placing
your order by mail.

By Mail

Use the Regular U.S. Mail or Overnight Mail Address to redeem shares. Send us a
letter of instruction indicating your Fund account number, amount of redemption,
and where to send the proceeds. A signature guarantee is required for the
following redemption requests:

* Redemptions over $10,000;

* Your account registration has changed within the last 15 days;

* The check is not being mailed to the address on your account;

* The check is not being made payable to the owner of the account;

* The redemption proceeds are being transferred to another Victory Group
account with a different registration: or

* The check or wire is being sent to a different bank account.

You can get a signature guarantee from a financial institution such as a
bank, broker-dealer, credit union, clearing agency, or savings association.

By Wire

If you want to receive your proceeds by wire, you must establish a Fund account
that will accommodate wire transactions. If you call by 4:00 p.m. Eastern Time
or the close of trading on the NYSE (whichever time is earlier), your funds will
be wired on the next business day.

<PAGE>

By ACH

Normally, your redemption will be processed on the same day , but will be
processed the next day if received after 4:00 p.m. Eastern Time or the close of
trading on the NYSE (whichever time is earlier). It will be transferred by ACH
as long as the transfer is to a domestic bank.

* Systematic Withdrawal Plan

If you check this box on the Account Application, we will send monthly,
quarterly, semi-annual, or annual payments to the person you designate. The
minimum withdrawal is $25, and you must have a balance of $5,000 or more . We
will need a voided personal check to activate this feature. You should be aware
that your account eventually may be depleted . However, you cannot automatically
close your account using the Systematic Withdrawal Plan. If your balance falls
below $500, we may ask you to bring the account back to the minimum balance. If
you decide not to increase your account to the minimum balance, your account may
be closed and the proceeds mailed to you.

* Additional Information about Redemptions

* Redemption proceeds from the sale of shares purchased by a check may be held
until the purchase check has cleared, which may take up to 15 days.

* The Fund may suspend your right to redeem your shares in the following
circumstances:

o During non-routine closings of the NYSE;

o When the Securities and Exchange Commission (SEC) determines either that
trading on the NYSE is restricted or that an emergency prevents the sale or
valuation of the Fund's securities; or

o When the SEC orders a suspension to protect the Fund's shareholders.

* The Fund will pay redemptions by any one shareholder during any 90-day period
in cash up to the lesser of $250,000 or 1% of its net assets. The Fund reserves
the right to pay the remaining portion "in kind," that is, in portfolio
securities rather than cash.

<PAGE>

Organization and Management of the Fund

We want you to know who plays what role in your investment and how they are
related. This section discusses the organizations employed by the Fund to
provide services to its shareholders. Each of these organizations is paid a fee
for its services.

* About Victory

The Fund is a member of the Victory Portfolios, a group of over 30 distinct
investment portfolios. The Board of Trustees of Victory has the overall
responsibility for the management of the Fund.

* The Investment Adviser and Sub-Administrator

The Fund has an Advisory Agreement which is one of its most important contracts.
Key Asset Management Inc. (KAM), a New York corporation registered as an
investment adviser with the SEC, is the Adviser to the Fund. KAM, a subsidiary
of KeyCorp, oversees the operations of the Fund according to investment policies
and procedures adopted by the Board of Trustees. Affiliates of the Adviser
manage approximately $79 billion for a limited number of individual and
institutional clients. KAM's address is 127 Public Square, Cleveland, Ohio
44114.

For the fiscal year ended October 31, 1999, KAM was paid an advisory fee at
an annual rate of 0.50% of the Fund's average daily net assets.

Under a Sub-Administration Agreement, BISYS Fund Services Ohio, Inc. pays
KAM a fee at the annual rate of up to 0.05% of the Fund's average daily net
assets to perform some of the administrative duties for the Fund.

* The Sub-Adviser

Lakefront serves as Sub-Adviser to the Fund. Lakefront, located at 127 Public
Square, Cleveland, Ohio 44114, is a registered investment advisory firm that has
been providing equity investment services to public and corporate pension funds
since its founding in 1991.

* Portfolio Management

Nathaniel E. Carter is the portfolio manager of the Fund, a position he has held
since the Fund's inception in March 1997. He has been the President and Chief
Investment Officer of Lakefront since 1991. Lakefront also manages institutional
accounts for corporate and public pension funds.

<PAGE>

The Fund is supervised by the Board of Trustees which monitors the services
provided to investors.

OPERATIONAL STRUCTURE OF THE FUND

Trustees

Adviser

Shareholders

Financial Services Firms and their Investment Professionals

Advise current and prospective shareholders on their Fund investments.

Transfer Agent/Servicing Agent

State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110

Boston Financial Data Services
Two Heritage Drive
Quincy, MA 02171

Handles services such as record-keeping, statements, processing of buy and sell
requests, distribution of dividends, and servicing of shareholder accounts.

Administrator, Distributor, and Fund Accountant

BISYS Fund Services
and its affiliates
3435 Stelzer Road
Columbus, OH 43219

Markets the Fund, distributes shares through Investment Professionals, and
calculates the value of shares. As Administrator, handles the day-to-day
activities of the Fund.

Custodian

Key Trust Company of Ohio, N.A.
127 Public Square
Cleveland, OH 44114

Provides for safekeeping of the Fund's investments and cash, and settles trades
made by the Fund.

Sub-Administrator

Key Asset Management Inc.
127 Public Square
Cleveland, OH 44114

Performs certain sub-administrative services.

<PAGE>

Additional Information

Some additional information you should know about the Fund.

If you would like to receive additional copies of any materials, please call the
Fund at 800-539-FUND.

* Share Classes

The Fund currently offers only the class of shares described in this Prospectus.
At some future date, the Fund may offer additional classes of shares .

* Performance

The Victory Funds may advertise the performance of the Fund by comparing it to
other mutual funds with similar objectives and policies. Performance information
also may appear in various publications. Any fees charged by Investment
Professionals may not be reflected in these performance calculations.
Advertising information will include the average annual total return of the Fund
calculated on a compounded basis for specified periods of time. Total return
information will be calculated according to rules established by the SEC. Such
information may include performance rankings and similar information from
independent organizations, such as Lipper , Inc., and industry publications such
as Morningstar Inc., Business Week, or Forbes. You also should see "Investment
Performance."

* Shareholder Communications

In order to eliminate duplicate mailings to an address at which two or more
shareholders with the same last name reside, the Fund will send only one copy of
any financial reports, prospectuses and their supplements.

<PAGE>

Financial Highlights Lakefront Fund

The Financial Highlights table is intended to help you understand the Fund's
financial performance for the past three years. Certain information shows the
results of an investment in one share of the Fund. The total returns in the
table represent the rate that an investor would have earned on an investment in
the Fund (assuming reinvestment of all dividends and distributions).

The financial highlights for the two fiscal years ended October 31, 1999
and the period from March 3, 1997 to October 31, 1997 were audited by
PricewaterhouseCoopers LLP, whose report, along with the financial statements of
the Fund, are included in the Fund's annual report, which is available by
calling the Fund at 800-539-FUND.

Mar. 3,
Year Year 1997
Ended Ended through
Oct. 31, Oct. 31, Oct. 31,
1999 1998 1997(1)
<S> <C> <C> <C>
Net Asset Value, Beginning of Period $11.52 $11.29 $10.00

Investment Activities
Net investment income 0.07 0.13 0.12

Net realized and unrealized gains (losses)
from investments 2.51 0.43 1.27

Total from Investment Activities 2.58 0.56 1.39

Distributions
Net investment income (0.08) (0.14) (0.10)
Net realized gains (1.44) (0.19) --

Total Distributions (1.52) (0.33) (0.10)

Net Asset Value, End of Period $12.58 $11.52 $11.29

Total Return (excludes sales charges) 25.02% 5.05% 13.87%(2)

Ratios/Supplemental Data:
Net Assets, End of Period (000) $1,661 $1,123 $1,255
Ratio of expenses to average net assets 1.10% 0.32% 0.00%(3)
Ratio of net investment income to
average net assets 0.51% 1.14% 1.67%(3)
Ratio of expenses to average net assets(*) 6.79% 6.45% 7.27%(3)
Ratio of net investment income to average
net assets(*) (5.18)% (4.99)% (5.60)%(3)
Portfolio turnover 23% 36% 36%

- -----------

(*) During the period, certain fees were voluntarily reduced and/or reimbursed.
If such voluntary fee reductions and/or reimbursements had not occurred, the
ratios would have been as indicated.

(1) Period from commencement of operations.

(3) Not annualized.

(4) Annualized.
</TABLE>

<PAGE>

This page is intentionally left blank.

<PAGE>

The Victory Funds

127 Public Square

OH-01-27-1612
Cleveland, Ohio 44114

Bulk Rate
U.S. Postage

PAID

Cleveland, OH
Permit No. 469

If you would like a free copy of any of the following documents or would like to
request other information regarding the Fund, you can call or write the Fund or
your Investment Professional.

* Statement of Additional Information (SAI)

Contains more details describing the Fund and its policies. The SAI has been
filed with the Securities and Exchange Commission (SEC), and is incorporated by
reference in this Prospectus.

* Annual and Semi-annual Reports

Describes the Fund's performance, lists portfolio holdings, and discusses market
conditions and investment strategies that significantly affected the Fund's
performance during its last fiscal year.

* How to Obtain Information

By telephone: Call Victory Funds at 800-539-FUND (800-539-3863). You also may
obtain copies of materials from the SEC's Public Reference Room in Washington,
D.C. (Call 1-202-942-8090 for information on the operation of the SEC's Public
Reference Room.)

By mail: The Victory Funds
P. O. Box 8527
Boston, MA 02266-8527

Copies of this information may be obtained, after paying a duplicating fee, by
electronic request at the following E-mail address: [email protected], or by
writing the SEC's Public Reference Section , Washington, D.C. 20549- 0102.

On the Internet: Text only versions of Fund documents can be viewed on-line or
downloaded from the SEC at http://www.sec.gov or from the Victory Funds' website
at http://www.victoryfunds.com.

The securities described in this Prospectus and the SAI are not offered in any
state in which they may not lawfully be sold. No sales representative, dealer,
or other person is authorized to give any information or make any representation
other than those contained in this Prospectus and the SAI.

If you would like to receive copies of the annual and semi-annual reports and/or
the SAI at no charge, please call the Fund at 800-539-FUND.

(800-539-3863)

(LOGO)(R)

VICTORY FUNDS

Investment Company Act File Number. 811-4852

PRINTED ON RECYCLED PAPER

VF-VLF-PRO (3/00)

<PAGE>

February 28, 2000

(LOGO)(R)

Victory Funds

PROSPECTUS

Fund for Income
Class A and G Shares

Call Victory at:
800-539-FUND (800-539-3863)

or visit the Victory Funds' website at:

www.victoryfunds.com

<PAGE>

TABLE OF CONTENTS

RISK/RETURN SUMMARY OF THE FUND 2
An analysis which includes the investment objective,
principal strategies, principal risks, performance and
expenses of the Fund.

INVESTMENTS 4

RISK FACTORS 5

SHARE PRICE 6

DIVIDENDS, DISTRIBUTIONS, AND TAXES 7

INVESTING WITH VICTORY

o Choosing a Share Class 9
o How to Buy Shares 12
o How to Exchange Shares 15
o How to Sell Shares 16

ORGANIZATION AND MANAGEMENT OF THE FUND 18

ADDITIONAL INFORMATION 20

FINANCIAL HIGHLIGHTS 21

The Victory Portfolios

KEY TO FUND INFORMATION

OBJECTIVE AND STRATEGIES

The goals and the strategies that the Fund plans to use to pursue its investment
objective.

RISK FACTORS

The risks you may assume as an investor in the Fund.

PERFORMANCE

A summary of the historical performance of the Fund in comparison to an
unmanaged index.

EXPENSES

The costs you will pay, directly or indirectly, as an investor in the Fund,
including sales charges and ongoing expenses.

Shares of the Fund are:

o Not insured by the FDIC;

o Not deposits or other obligations of, or guaranteed by KeyBank , any of
its
affiliates, or any other bank;

o Subject to possible investment risks, including possible loss of the principal
amount invested.

<PAGE>

FUND FOR INCOME Risk/Return Summary

Investment Objective

The Fund seeks to provide a high level of current income consistent with
preservation of shareholders' capital.

Principal Investment Strategies

The Fund pursues its investment objective by investing primarily in securities
issued by the U.S. government and its agencies or instrumentalities. The Fund
currently invests only in securities that are guaranteed by the full faith and
credit of the U.S. government, and repurchase agreements collateralized by such
securities.

Under normal market conditions, the Fund primarily invests in:

* Mortgage-backed obligations and collateralized mortgage obligations (CMOs)
issued by the Government National Mortgage Association (GNMA). The Fund will
invest at least 65% of its total assets in GNMA securities.

* Obligations issued or guaranteed by the U.S. government or by its agencies
or instrumentalities with maturities generally in the range of 2 to 30 years.

Principal Risks

* The market value of securities acquired by the Fund declines

* A particular strategy does not produce the intended result or the portfolio
manager does not execute the strategy effectively

* Interest rates rise

* An issuer's credit quality is downgraded

* The Fund must reinvest interest or sale proceeds at lower rates

* The rate of inflation increases

* The average life of a mortgage-related security is shortened or lengthened

An investment in the 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.

<PAGE>

FUND FOR INCOME Risk/Return Summary

Investment Performance

The bar chart and table shown below provide an indication of the risks of
investing in the Fund by showing changes in its performance for various time
periods.

The bar chart shows returns for Class G Shares of the Fund . Sales loads
imposed prior to July 7, 1997, are not reflected on the bar chart and if they
were reflected, returns would be lower than those shown.

1990 8.76
1991 14.07
1992 6.29
1993 7.58
1994 -3.67
1995 17.19
1996 3.50
1997 8.35
1998 7.37

1999

* Past performance does not indicate future results.

During the period shown in the bar chart, the highest return for a quarter was
___% (quarter ending ___________________) and the lowest return for a quarter
was ____% (quarter ending ____________________).

The table shows how the average annual total returns for Class A and G
Shares of the Fund for one year, five years and ten years compare to those of a
broad-based market index. The figures shown in this table assume reinvestment of
dividends and distributions and reflect all applicable sales charges.

Average Annual Total Returns
(for the Periods ended Past Past Past
December 31, 1999) One Year 5 Years 10 Years

Class A(1) ____% ____% ____%

Class G(2) ____% ____% ____%

Lehman
GNMA Index(3) ____% ____% ____%

(1) Performance prior to March 26, 1999, the Class A Shares inception date,
reflects the performance of Class G Shares, which has not been adjusted for the
expenses of Class A Shares.

(2) The performance data does not reflect the deduction of a maximum 2% sales
charge which was in effect for the Gradison Government Income Fund, the Fund's
predecessor, from its inception until July 7, 1997.

(3) The Lehman GNMA Index is a broad-based unmanaged index that represents the
general performance of GNMA securities.

Fund Expenses

This section describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.

Shareholder Transaction Expenses
(paid directly from your investment)(1) Class A Class G

Maximum Sales Charge
Imposed on Purchases
(as a percentage of offering price) 2.00% NONE

Maximum Deferred Sales Charge
(as a percentage of the lower of purchase or
sale price) NONE2 NONE

Maximum Sales Charge Imposed
on Reinvested Dividends NONE NONE

Redemption Fees NONE NONE

Exchange Fees NONE NONE

Annual Fund Operating Expenses
(The Fund pays these expenses from its assets.)

Management Fees 0.50% 0.50%

Distribution (12b-1) Fees 0.00% 0.25%

Other Expenses (includes a shareholder
servicing fee of 0.25% applicable to Class A Shares) 0.72% 0.30%

Total Fund Operating Expenses 1.22% 1.05%

Fee Waiver/Reimbursement _____% (0.16)%

Net Expenses(3) _____% 0.89%

(1) You may be charged additional fees if you buy, exchange, or sell shares
through a broker or agent.

(2) Except for non-IRA tax deferred retirement accounts, there is no initial
sales charge on purchases of $1 million or more for Class A Shares. However, if
you sell any such Class A Shares within one year, you will be charged a
contingent deferred sales charge (CDSC) of 1.00%. If you sell any such Class A
Shares within two years, you will be charged a CDSC of 0.50%.

(3) The Adviser has contractually agreed to waive its management fee and to
reimburse expenses, as allowed by law, to the extent necessary to maintain the
net operating expenses of Class A Shares of the Fund at a maximum of _____%
until at least ____________________ and to maintain the net operating expenses
of Class G Shares of the Fund at a maximum of 0.89% until at least April 1,
2001.

EXAMPLE: The following Example is designed to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds. The
Example assumes that you invest $10,000 in the Fund for the time periods shown
and then sell all of your shares at the end of those periods. The Example also
assumes that your investment has a 5% return each year and that the Fund's
operating expenses remain the same(1). Although your actual costs may be higher
or lower, based on these assumptions your costs would be:

1 Year 3 Years 5 Years 10 Years

Class A $___ $___ $_____ $_____

Class G $ 91 $318 $ 564 $1,270

(1) This Example assumes that Net Annual Fund Operating Expenses for Class A
Shares will equal ____% until ________________ and will equal 1.22% thereafter
and that such Expenses for Class G Shares will equal 0.89% until April 1, 2001
and will equal 1.05% thereafter.

<PAGE>

Investments

The following describes some of the types of securities the Fund may purchase
under normal market conditions.

For more information on ratings, detailed descriptions of each of these
investments, and a more complete description of the securities in which the Fund
can invest, see the SAI.

Mortgage-Backed Securities. Instruments secured by a mortgage or pools of
mortgages.

Collateralized Mortgage Obligations. Debt obligations that are secured by
mortgage-backed certificates. Some are issued by U.S. government agencies and
instrumentalities.

U.S. Government Securities. Notes and bonds issued or guaranteed by the U.S.
government, its agencies or instrumentalities. Some are direct obligations of
the U.S. Treasury; others are obligations only of the U.S. agency.

When-Issued and Delayed-Delivery Securities. A security that is purchased for
delivery at a later time. The market value may change before the delivery date,
and the value is included in the NAV of the Fund.

Zero Coupon Bonds. These securities are purchased at a discount from face
value. The bond's face value is received at maturity, with no interest
payments before then.

Receipts. Separately traded interest or principal components of U.S.
government securities.

Dollar-Weighted Effective Average Maturity. Based on the value of the Fund's
investments in securities with different maturity dates. This measures the
sensitivity of a debt security's value to changes in interest rates. The value
of a long-term debt security is more sensitive to interest rate changes than the
value of a short-term security.

<PAGE>

Risk Factors

By matching your investment objective with an acceptable level of risk, you can
create your own customized investment plan.

An investment in the Fund is not a complete investment program.

This Prospectus describes the principal risks that you may assume as an investor
in the Fund. The Fund's price, yield, and total return will fluctuate.

The Fund is subject to the principal risks described below.

General risks:

Risks associated with investing in debt securities:

* Interest rate risk. The value of a debt security typically changes in the
opposite direction from a change in interest rates. When interest rates go up,
the value of a debt security typically goes down. When interest rates go down,
the value of a debt security typically goes up. Generally, the market values of
securities with longer maturities are more sensitive to changes in interest
rates.

* Inflation risk is the risk that inflation will erode the purchasing power of
the cash flows generated by debt securities held by the Fund. Fixed-rate debt
securities are more susceptible to this risk than floating-rate debt securities
or equity securities that have a record of dividend growth.

* Reinvestment risk is the risk that when interest rates are declining the Fund
that receives interest income or prepayments on a security will have to reinvest
these moneys at lower interest rates. Generally, interest rate risk and
reinvestment risk tend to have offsetting effects, though not necessarily of the
same magnitude.

* Credit (or default) risk is the risk that the issuer of a debt security will
be unable to make timely payments of interest or principal. Although the Fund
generally invests in only high-quality securities, the interest or principal
payments may not be insured or guaranteed on all securities.

<PAGE>

It is important to keep in mind one basic principle of
investing: the greater the risk, the greater the
potential reward. The reverse is also generally true:
the lower the risk, the lower the potential reward.

The daily NAV is useful to you as a shareholder because the NAV, multiplied by
the number of Fund shares you own gives you the value of your investment.

Risks associated with investing in mortgage-related securities:

* Prepayment risk. Prepayments of principal on mortgage-related securities
affect the average life of a pool of mortgage-related securities. The level of
interest rates and other factors may affect the frequency of mortgage
prepayments. In periods of rising interest rates, the prepayment rate tends to
decrease, lengthening the average life of a pool of mortgage-related securities.
In periods of falling interest rates, the prepayment rate tends to increase,
shortening the average life of a pool of mortgage-related securities. Prepayment
risk is the risk that, because prepayments generally occur when interest rates
are falling, the Fund may have to reinvest the proceeds from prepayments at
lower interest rates.

* Extension risk is the risk that the rate of anticipated prepayments on
principal may not occur, typically because of a rise in interest rates, and the
expected maturity of the security will increase. During periods of rapidly
rising interest rates, the effective average maturity of a security may be
extended past what the Fund's portfolio manager anticipated that it would be.
The market value of securities with longer maturities tend to be more volatile.

Share Price

The Fund calculates its share price, called its "net asset value" (NAV), each
business day at 4:00 p.m. Eastern Time or at 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. A business day is a day
on which the NYSE is open.

The Fund values its investments based on market value. When market
quotations are not readily available, the Fund values its investments based on
fair value methods approved by the Board of Trustees of the Victory Portfolios.
Each Class of the Fund calculates its NAV by adding up the total value of its
investments and other assets, subtracting its liabilities, and then dividing
that figure by the number of outstanding shares of the Class.

Total Assets-Liabilities

NAV = ----------------------------

Number of Shares Outstanding

You can find the Fund's net asset value each day in The Wall Street Journal
and other newspapers. Newspapers do not normally publish fund information until
a Fund reaches a specific number of shareholders or level of assets.

<PAGE>

Dividends, Distributions, and Taxes

Buying a Dividend. You should check a Fund's distribution schedule before you
invest. If you buy shares of the Fund shortly before it makes a
distribution, some of your investment may come back to you as a taxable
distribution.

Ordinarily, the Fund declares and pays dividends monthly.

Distributions can be received in one of the following ways.

Reinvestment Option

Cash Option

A check will be mailed to you no later than seven days after the dividend pay
date.

Income Earned Option

You can automatically reinvest your dividends in additional shares of the Fund
and have your capital gains paid in cash, or reinvest capital gains and have
your dividends paid in cash.

Directed Dividends Option

You can automatically reinvest distributions in the same class of shares of
another fund of the Victory Group. If you reinvest your distributions in a
different class of another fund, you may pay a sales charge on the reinvested
distributions.

Directed Bank Account Option

In most cases, you can automatically transfer distributions to your bank
checking or savings account. Under normal circumstances, the Transfer Agent will
transfer your distributions within seven days of the dividend payment date. The
bank account must have a registration identical to that of your Fund account.

<PAGE>

The tax information in this Prospectus is provided as general information. You
should consult your own tax adviser about the tax consequences of an investment
in the Fund.

* Important Information about Taxes

The Fund pays no federal income tax on the earnings and capital gains it
distributes to shareholders.

* Ordinary dividends from the Fund are taxable as ordinary income; dividends
from the Fund's long-term capital gains are taxable as long-term capital gain.

* Dividends are treated in the same manner for federal income tax purposes
whether you receive them in cash or in additional shares. They also may be
subject to state and local taxes.

* Dividends from the Fund that are attributable to interest on certain U.S.
government obligations may be exempt from certain state and local income taxes.
The extent to which ordinary dividends are attributable to U.S. government
obligations will be provided with tax statements you receive from the Fund.

* An exchange of the Fund's shares for shares of another fund will be treated as
a sale. When you sell or exchange shares of the Fund, you must recognize any
gain or loss.

* Certain dividends paid to you in January will be taxable as if they had been
paid to you the previous December.

* Tax statements will be mailed from the Fund every January showing the amounts
and tax status of distributions made to you.

* Because your tax treatment depends on your purchase price and tax position,
you should keep your regular account statements for use in determining your tax.

* You should review the more detailed discussion of federal income tax
considerations in the SAI.

8
<PAGE>

Investing with Victory

All you need to do to get started is to fill out an application.

For historical expense information on Class A and G shares, see the
"Financial Highlights" at the end of this Prospectus.

If you are looking for a convenient way to open an account or to add money to an
existing account, Victory can help. The sections that follow will serve as a
guide to your investments with Victory. "Choosing a Share Class" will help you
decide whether it would be more to your advantage to buy Class A or Class G
Shares of the Fund. The following sections will describe how to open an account,
how to access information on your account, and how to buy, exchange, and sell
shares of the Fund. We want to make it simple for you to do business with us. If
you have questions about any of this information, please call your Investment
Professional or one of our customer service representatives at 800-539-FUND.
They will be happy to assist you.

Choosing a Share Class

The Fund offers Class A and Class G shares.

Each class has its own cost structure, allowing you to choose the one that
best meets your requirements.

Your Investment Professional also can help you decide.

CLASS A

* Front-end sales charge, as described on the next page. There are several ways
to reduce this charge.

CLASS G

* No front-end sales charge. All your money goes to work for you right away.

* Class G Shares are sold only by certain broker-dealers.

<PAGE>

An Investment Professional is an investment consultant, salesperson, financial
planner, investment adviser, or trust officer who provides you with investment
information.

* Calculation of Sales Charges -- Class A

Sales Charge Sales Charge
Your Investment in the Fund as a % of as a % of
Offering Price Your Investment

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 any
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.

There are several ways you can combine multiple purchases in the Victory Funds
and take advantage of reduced sales charges.

* Sales Charge Reductions and Waivers

You may qualify for reduced sales charges in the following cases:

1. A Letter of Intent lets you buy Class A Shares of a Fund over a 13-month
period and receive the same sales charge as if all shares had been purchased at
one time. You must start with a minimum initial investment of 5% of the total
amount.

3. You can combine Class A Shares of multiple Victory Funds (excluding the money
market funds) for purposes of calculating the sales charge. The combination
privilege also allows you to combine the total investments from the accounts of
household members of your immediate family (spouse and children under 21) for a
reduced sales charge at the time of purchase.

4. Waivers for certain investors:

a. Current and retired Fund Trustees, directors, trustees, employees, and family
members of employees of KeyCorp or "Affiliated Providers"*, and dealers who have
an agreement with the Distributor and any trade organization to which the
Adviser or the Administrator belong.

<PAGE>

b. Investors who buy shares for trust or other advisory accounts established
with KeyCorp or its affiliates.

c. Investors who reinvest the proceeds from a liquidation distribution of Class
A Shares held in a deferred compensation plan, agency, trust, or custody account
that was maintained by KeyBank National Association or its affiliates, the
Victory Group, or invested in a fund of the Victory Group.

d. Investors who reinvest shares from another mutual fund complex or the Victory
Group within 90 days after redemption, if they paid a sales charge for those
shares.

e. Investment Professionals who purchased Fund shares for fee-based investment
products or accounts, selling brokers, and their sales representatives.

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 initially purchased shares
pursuant to waiver provisions in effect prior to December 15, 1999.

* Affiliated Providers are affiliates and subsidiaries of KeyCorp, and any
organization that provides services to the Victory Group.

* Shareholder Servicing Plan

The Fund has adopted a Shareholder Servicing Plan for its Class A Shares. The
shareholder servicing agent performs a number of services for its customers who
are shareholders of the Fund. It establishes and maintains accounts and records,
processes dividend payments, arranges for bank wires, assists in transactions,
and changes account information. For these services the Fund pays a fee at an
annual rate of up to 0.25% of the average daily net assets of the appropriate
class of shares serviced by the agent. The Fund may enter into agreements with
various shareholder servicing agents, including KeyBank National Association and
its affiliates, other financial institutions, and securities brokers. The Fund
may pay a servicing fee to broker-dealers and others who sponsor "no transaction
fee" or similar programs for the purchase of shares. Shareholder servicing
agents may waive all or a portion of their fee periodically.

<PAGE>

* Distribution Plan

In accordance with Rule 12b-1 under the Investment Company Act of 1940, Victory
has adopted a Distribution and Service Plan for Class A Shares of the Fund,
under which these shares do not pay any expenses.

Victory has also adopted a Distribution and Service Plan for Class G Shares
of the Fund, under which these shares will pay to the distributor a monthly
service fee at an annual rate of 0.25% of the average daily net assets of the
Fund. The service fee is paid to securities broker-dealers or other financial
intermediaries for providing personal services to shareholders of the Fund,
including responding to inquiries, providing information to shareholders about
their fund accounts, establishing and maintaining accounts and records,
processing dividend and distribution payments, arranging for bank wires,
assisting in transactions, and changing account information. The Fund may enter
into agreements with various shareholder servicing agents, including KeyCorp and
its affiliates, and with other financial institutions that provide such
services.

Because Rule 12b-1 fees are paid out of the Fund's assets on an ongoing
basis, over time, these fees will increase the cost of your investment and may
cost you more than paying other types of sales charges.

How to Buy Shares

You can buy shares in a number of different ways. All you need to do to get
started is to fill out an application. The minimum initial investment required
to open an account is $500 ($100 for IRAs), with additional investments of at
least $25. You can send in your payment by check, wire transfer, exchange from
another Victory Fund, or through arrangements with your Investment Professional.
Sometimes an Investment Professional will charge you for these services. Their
fee will be in addition to, and unrelated to, the fees and expenses charged by
the Fund.

Make your check payable to:

The
Victory
Funds

<PAGE>

Telecommunications Device for the Deaf (TDD):
800-970-5296

Keep the following addresses handy for purchases, exchanges, or redemptions:

By Regular U.S. Mail

Send completed Account Applications with your check, bank draft, or money order
to:

The Victory Funds
P.O. Box 8527
Boston, MA 02266-8527

By Overnight Mail

Use the following address ONLY for overnight packages.

The Victory Funds
c/o Boston Financial Data Services
66 Brooks Drive
Braintree, MA 02184

By Wire

The Transfer Agent does not charge a wire fee, but your originating bank may
charge a fee. Always call the Transfer Agent at 800-539-FUND BEFORE wiring funds
to obtain a confirmation number.

The Victory Funds
State Street Bank and Trust Co.
ABA #011000028
For Credit to DDA Account #9905-201-1
(insert account number, name, and confirmation number assigned by the Fund)

By Telephone

800-539-FUND
(800-539-3863)

13
<PAGE>

* ACH

* Statements and Reports

* Systematic Investment Plan

* Retirement Plans

<PAGE>

How to Exchange Shares

You can obtain a list of funds available for exchange by calling 800-539-FUND

You may exchange shares of one Victory fund for shares of the same class of any
other.

You can exchange shares of the Fund by writing the Transfer Agent or calling
800-539-FUND . When you exchange shares of the Fund, you should keep the
following in mind:

* Shares of the Fund selected for exchange must be available for sale in your
state of residence.

* The Fund whose shares you would like to exchange and the fund whose shares you
want to buy must offer the exchange privilege.

* If you own Class A shares of the Fund, you can only exchange them for Class A
shares of another fund and not pay a sales charge. The same rules apply to Class
G Shares , except that holders of Class G Shares who acquired their shares as a
result of the reorganization of the Gradison Funds into the Victory Funds can
exchange into Class A Shares of any Victory Fund that does not offer Class G
Shares without paying a sales charge.

* If you exchange into a fund with a higher sales charge, you pay the
percentage-point difference between that fund's sales charge and any sales
charge you have previously paid in connection with the shares you are
exchanging. If you exchange from the Fund to buy Class A shares of another fund
in the Victory Group that has a 5.75% sales charge, you would pay the 3.75%
difference in sales charge.

* You must meet the minimum purchase requirements for the fund you buy by
exchange.

* The registration and tax identification numbers of the two accounts must be
identical.

* Before exchanging, read the prospectus of the fund you wish to purchase by
exchange. An exchange of Fund shares constitutes a sale for tax purposes.

<PAGE>

How to Sell Shares

There are a number of convenient ways to sell your shares. You can use
the same mailing addresses listed for purchases.

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.

By Telephone

The easiest way to sell shares is by calling 800-539-FUND . When you fill out
your original application, be sure to check the box marked "Telephone
Authorization." Then when you are ready to sell, call and tell us which one of
the following options you would like to use:

* Mail a check to the address of record;

* Wire funds to a domestic financial institution;

* Mail a check to a previously designated alternate address; or

* Electronically transfer your redemption via the Automated Clearing House
(ACH).

If there is an unusual amount of market activity and you cannot reach the
Transfer Agent or your Investment Professional by telephone, consider placing
your order by mail.

By Mail

Use the Regular U.S. Mail or Overnight Mail Address to sell shares. Send us a
letter of instruction indicating your Fund account number, amount of redemption,
and where to send the proceeds. A signature guarantee is required for the
following redemption requests:

* Redemptions over $10,000;

* Your account registration has changed within the last 15 days;

* The check is not being mailed to the address on your account;

* The check is not being made payable to the owner of the account;

* The redemption proceeds are being transferred to another Victory Group account
with a different registration; or

* The check or wire is being sent to a different bank account.

You can get a signature guarantee from a financial institution such as a bank,
broker-dealer, credit union, clearing agency, or savings association.

By Wire

If you want to receive your proceeds by wire, you must establish a Fund account
that will accommodate wire transactions. If you call by 4:00 p.m. Eastern time
or the close of trading on the NYSE (whichever time is earlier), your funds will
be wired on the next business day.

By ACH

Normally, your redemption will be processed on the same day, but will be
processed on the next day if received after 4:00 p.m. Eastern Time or the close
of trading on the NYSE (whichever time is earlier). It will be transferred by
ACH as long as the transfer is to a domestic bank.

<PAGE>

* Systematic Withdrawal Plan

If you check this box on the Account Application, we will send monthly,
quarterly, semi-annual, or annual payments to the person you designate. The
minimum withdrawal is $25, and you must have a balance of $5,000 or more. Once
again, we will need a voided personal check to activate this feature. You should
be aware that your account eventually may be depleted and that each withdrawal
will be a taxable transaction. However, you cannot automatically close your
account using the Systematic Withdrawal Plan. If your balance falls below $500,
we may ask you to bring the account back to the minimum balance. If you decide
not to increase your account to the minimum balance, your account may be closed
and the proceeds mailed to you.

* Additional Information about Redemptions

* Redemption proceeds from the sale of shares purchased by a check may be held
until the purchase check has cleared, which may take up to 15 days.

* The Fund may suspend your right to redeem your shares in the following
circumstances:

o During non-routine closings of the NYSE;

o When the Securities and Exchange Commission (SEC) determines either that
trading on the NYSE is restricted or that an emergency prevents the sale or
valuation of the Fund's securities; or

o When the SEC orders a suspension to protect the Fund's shareholders.

* The Fund will pay redemptions by any one shareholder during any 90-day period
in cash up to the lesser of $250,000 or 1% of the Fund's net assets. The Fund
reserves the right to pay the remaining portion "in kind," that is, in portfolio
securities rather than cash.

<PAGE>

Organization and Management of the Fund

* About Victory

The Fund is a member of the Victory Funds, a group of more than 30 distinct
investment portfolios. The Board of Trustees of Victory has the overall
responsibility for the management of the Funds.

* The Investment Adviser and Sub-Administrator

During the fiscal year ended October 31, 1999, KAM was paid an advisory fee
at an annual rate based of 0.44% of the Fund's average daily net assets .

Under a Sub-Administration Agreement, BISYS Fund Services Ohio, Inc., the
Fund's administrator, pays KAM a fee at the annual rate of up to 0.05% of the
Fund's average daily net assets to perform some of the administrative duties for
the Fund.

* Portfolio Management

Thomas M. Seay has been the portfolio manager of the Fund since January 1999,
and is primarily responsible for the day-to-day management of the Fund's
portfolio. Mr. Seay, a Senior Vice President of McDonald Investments Inc., also
served as portfolio manager of the Gradison Government Income Fund from April,
1998 until March, 1999, when the Fund for Income acquired the Gradison Fund's
assets. From March 1987 until April 1998, he served as Vice President and Fixed
Income Portfolio Manager, Lexington Management Corporation.

<PAGE>

The Fund is supervised by the Board of Trustees which monitors the services
provided to investors.

OPERATIONAL STRUCTURE OF THE FUNDS

Trustees

Adviser

Shareholders

Financial Services Firms and their Investment Professionals

Advise current and prospective shareholders on their Fund investments.

Transfer Agent/Servicing Agent

State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110

Boston Financial Data Services
Two Heritage Drive
Quincy, MA 02171

Handles services such as record-keeping, statements, processing of buy and sell
requests, distribution of dividends, and servicing of shareholder accounts.

Administrator, Distributor, and Fund Accountant

BISYS Fund Services and its affiliates
3435 Stelzer Road
Columbus, OH 43219

Markets the Fund, distributes shares through Investment Professionals, and
calculates the value of shares. As Administrator, handles the day-to-day
activities of the Fund.

Custodian

Key Trust Company of Ohio, N.A.
127 Public Square
Cleveland, OH 44114

Provides for safekeeping of the Fund's investments and cash, and settles trades
made by the Fund.

Sub-Administrator

Key Asset Management Inc.
127 Public Square
Cleveland, OH 44114

Performs certain sub-administrative services.

<PAGE>

Additional Information

Some additional information you should know about the Fund.

If you would like to receive additional copies of any materials, please call the
Fund at 800-539-FUND.

* Share Classes

The Fund currently offers only the classes of shares described in this
Prospectus. At some future date, the Fund may offer additional classes of shares
.

* Performance

The Victory Funds may advertise the performance of the Fund by comparing it to
other mutual funds with similar objectives and policies. Performance information
also may appear in various publications. Any fees charged by Investment
Professionals may not be reflected in these performance calculations.
Advertising information may include the yield and average annual total return of
the Fund calculated on a compounded basis for specified periods of time. Yield
and total return information will be calculated according to rules established
by the SEC. Such information may include performance rankings and similar
information from independent organizations, such as Lipper , Inc., and industry
publications such as Morningstar Inc., Business Week, or Forbes. You also should
see "Investment Performance."

* Shareholder Communications

<PAGE>

Financial Highlights Fund for Income

The Financial Highlights table is intended to help you understand the Fund's
financial performance for the past five years. Certain information shows the
results of an investment in one share of the Fund. The total returns in the
table represent the rate that an investor would have earned on an investment in
the Fund (assuming reinvestment of all dividends and distributions).

These financial highlights reflect historical information about Class A and
Class G Shares of the Fund. The financial highlights for the period from January
1, 1999 to October 31, 1999 were audited by PricewaterhouseCoopers LLP, whose
report, along with the financial statements of the Fund, are included in the
Fund's annual report, which is available by calling the Fund at 800-539-FUND .
The financial highlights for the five fiscal years ended December 31, 1998 were
audited by Arthur Andersen LLP.

Class A
Shares Class G Shares

Mar. 26, Ten Months Year Year Year Year Year
1999 to Ended Ended Ended Ended Ended Ended
Oct. 31, Oct. 31, Dec.31, Dec. 31, Dec. 31, Dec. 31, Dec. 31,
1999(c)(f) 1999(c) 1998 1997 1996 1995 1994

Net Asset Value, Beginning of Period $ 13.14 $ 13.32 $13.14 $ 12.88 $ 13.21 $ 12.02 $ 13.37

Investment Activities
Net investment income 0.46 0.66 0.77 0.78 0.78 0.79 0.76
Net realized and unrealized
gains (losses) on investments (0.36) (0.54) 0.17 0.26 (0.34) 1.23 (1.25)

Total from Investment Activities 0.10 0.12 0.94 1.04 0.44 2.02 (0.49)

Distributions
Net investment income (0.45) (0.66) (0.76) (0.78) (0.77) (0.79) (0.78)
In excess of net investment income -- -- -- -- -- -- (0.01)
Net realized gains -- -- -- -- -- -- (0.05)
Tax return of capital -- -- -- -- -- (0.04) (0.02)

Total Distributions (0.45) (0.66) (0.76) (0.78) (0.77) (0.83) (0.86)

Net Asset Value, End of Period $ 12.79 $ 12.78 $13.32 $ 13.14 $ 12.88 $ 13.21 $ 12.02

Total Return (excludes sales charges) 0.72%(a) 0.94%(a) 7.37% 8.36% 3.51% 17.20% (3.69)%

Ratios/Supplemental Data:
Net Assets, End of Period (000) $40,270 $192,422 $159,712 $155,072 $162,874 $185,434 $184,029
Ratio of expenses to
average net assets(d) 1.00%(b) 0.88%(b) 0.89% 0.90% 0.90% 0.92% 0.90%
Ratio of net investment income
to average net assets(d) 6.02%(b) 6.12%(b) 5.79% 6.04% 6.06% 6.19% 6.03%
Ratio of expenses to
average net assets* 1.22%(b) 1.05%(b) 0.90% (e) (e) (e) (e)
Ratio of net investment income
to average net assets(8) 5.80%(b) 5.95%(b) 5.78% (e) (e) (e) (e)
Portfolio turnover (g) 24% 26% 36% 12% 13% 16% 21%

- --------------------

(*) During the period, certain fees were voluntarily reduced and/or reimbursed.
If such voluntary fee reductions and/or reimbursements had not occurred, the
ratios would have been as indicated.

(a) Not annualized.

(b) Annualized.

(c) Effective March 26, 1999, the Gradison Government Income Fund merged into
the Victory Fund For Income. Financial highlights prior to March 26, 1999
represent the Gradison Government Income Fund.

(d) Effective March 26, 1999, the Adviser agreed to waive its management fee or
to reimburse expenses, as allowed by law, to the extent necessary to maintain
the net operating expenses of the Class G shares of the Fund at a maximum of
0.89% until at least April 1, 2001. The Adviser has also agreed to waive its
management fee for Class A shares to the same extent the fee is waived for Class
G shares until at least April 1, 2001.

(e) There were no voluntary fee reductions during the period.

(f) Period from commencement of operations.

(g) Portfolio turnover is calculated on the basis of the Fund as a whole
without distinguishing between the classes of shares issued.

</TABLE>

<PAGE>

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<PAGE>

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<PAGE>

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24

<PAGE>

The Victory Funds

127 Public Square

OH-01-27-1612
Cleveland, Ohio 44114

Bulk Rate
U.S. Postage

PAID

Cleveland, OH
Permit No. 469

If you would like a free copy of any of the following documents or would like to
request other information regarding the Fund, you can call or write the Fund or
your Investment Professional.

* Statement of Additional Information (SAI)

Contains more details describing the Fund and their policies. The SAI has been
filed with the Securities and Exchange Commission (SEC), and is incorporated by
reference in this Prospectus.

* Annual and Semi-annual Reports

Describes the Fund's performance, lists portfolio holdings, and discusses market
conditions and investment strategies that significantly affected the Fund's
performance during its last fiscal year.

* How to Obtain Information

By telephone: Call Victory Funds at 800-539-FUND (800-539-3863) . You also may
obtain copies of materials from the SEC's Public Reference Room in Washington,
D.C. (Call 1-202-942-8090 for information on the operation of the SEC's Public
Reference Room.)

By mail: The Victory Funds
P. O. Box 8527
Boston, MA 02266-8527

Copies of this information may be obtained, after paying a duplicating fee,
by electronic request at the following e-mail address: [email protected], or
by writing the SEC's Public Reference Section, Washington, D.C. 20459-0102.

On the Internet: Text only versions of Fund documents can be viewed on-line or
downloaded from the SEC at http://www.sec.gov or from the Victory Funds' website
at http://www.victoryfunds.com.

If you would like to receive copies of the annual and semi-annual reports and/or
the SAI at no charge, please call the Fund at 800-539-FUND.

(800-539-3863)

(LOGO)(R)

Victory Funds

PRINTED ON RECYCLED PAPER

Investment Company Act File Number. 811-4852

VF-FFI-PRO (3/00)
<PAGE>
February 28, 2000

(LOGO)(R)

Victory Funds

PROSPECTUS
*

LifeChoice Conservative Investor Fund
Class A Shares

LifeChoice Moderate Investor Fund
Class A Shares

LifeChoice Growth Investor Fund
Class A Shares

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved any Fund's securities or determined whether this
Prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.

Call Victory at:

800-539-FUND
(800-539-3863)

or visit the Victory Funds' website at:

www.victoryfunds.com

<PAGE>

TABLE OF CONTENTS

RISK/RETURN SUMMARY FOR EACH OF THE LIFECHOICE FUNDS An analysis which includes
the investment objective, principal strategies, principal risks, performance,
and expenses of each LifeChoice Fund

INTRODUCTION 1

INVESTMENTS 11

RISK FACTORS 11

IMPORTANT CONSIDERATIONS 14

SHARE PRICE 15

DIVIDENDS, DISTRIBUTIONS, AND TAXES 15

INVESTING WITH VICTORY

o How to Buy Shares 19
o How to Exchange Shares 22
o How to Sell Shares 23

ORGANIZATION AND MANAGEMENT OF THE LIFECHOICE FUNDS 25

ADDITIONAL INFORMATION 27

FINANCIAL HIGHLIGHTS 28

The Victory Portfolios

KEY TO FUND INFORMATION

OBJECTIVE AND STRATEGIES

The goals and the strategies that a LifeChoice Fund plans to use to pursue its
investment objective.

RISK FACTORS

The risks you may assume as an investor in a LifeChoice Fund.

PERFORMANCE

A summary of the historical performance of a LifeChoice Fund in comparison to an
unmanaged index.

EXPENSES

The costs you will pay, directly or indirectly, as an investor in a LifeChoice
Fund, including ongoing expenses.

Shares of the LifeChoice Funds are:
o Not insured by the FDIC;

o Not deposits or other obligations of, or guaranteed by KeyBank, any of its
affiliates, or any other bank;

o Subject to possible investment risks, including possible loss of the principal
amount invested.

<PAGE>

Introduction

Key Asset Management Inc., which we will refer to as the "Adviser" or "KAM"
throughout this Prospectus, manages the LifeChoice Funds.

Please read this Prospectus before investing in the LifeChoice Funds and keep it
for future reference.

Each Victory LifeChoice Fund is a "fund of funds," which means that it pursues
its investment objective by allocating its investments among other mutual funds.
The LifeChoice Funds are a part of The Victory Portfolios, an open-end
investment management company. The LifeChoice Funds invest primarily in shares
of other funds that are part of The Victory Portfolios, referred to as "Victory
Funds." The LifeChoice Funds also may invest a portion of their assets in shares
of "Other Funds" that are not VIctory Funds. In this Prospectus, we will use the
term "Underlying Portfolios" to refer to the Victory Funds and the Other Funds
in which the LifeChoice Funds may invest.

Investment Strategy

The three LifeChoice Funds invest primarily in the Victory Funds representing
different combinations of equity securities, fixed income and specialty
securities, or cash reserves. Each of the Victory Funds has varying degrees of
potential investment risk and reward. Generally, the LifeChoice Funds invest
between 80% and 85% of their total assets at the time of purchase in shares of
the Victory Funds. In addition, the LifeChoice Funds may invest up to 20% of
their total assets in "Other Funds" to fulfill a particular investment niche.

Who May Want to Invest

*Investors who are looking for an investment solution that may match their goal
(investment objective), stage in life (current age or time horizon), and risk
tolerance.

*Investors who would like a team of experienced investment professionals to
select and maintain a portfolio of mutual funds for them.

*Investors who would like to spread their investment among 10-15 different
mutual funds in one simple package.

*Investors who are seeking the benefits of asset allocation and multiple levels
of risk reducing diversification.

Fees and Expenses

You will bear indirect expenses for investment advisory, administrative,
custodian, and shareholder services. We summarize these expenses in the
"Risk/Return Summary."

The following pages provide you with an overview of each of the LifeChoice
Funds. Please look at the objective, policies, strategies, risks, and expenses
to determine which LifeChoice Fund will suit your risk tolerance and investment
needs.

<PAGE>

THE LIFECHOICE FUNDS Risk/Return Summary

Investment Objective

The Conservative Investor Fund seeks to provide current income combined with
moderate growth of capital.

The Moderate Investor Fund seeks to provide growth of capital combined with a
moderate level of current income.

The Growth Investor Fund seeks to provide growth of capital.

Principal Investment Strategies

* How the Adviser Allocates the LifeChoice Funds' Investments

KAM allocates each LifeChoice Fund's investments in particular mutual funds
based on the investment objective of each Fund. We describe these ranges below.
Although some of the mutual funds do not share the investment objective of the
LifeChoice Funds, the Adviser will select those funds based on various criteria.
The Adviser analyzes the underlying mutual fund's investment objective,
policies, and investment strategy and also evaluates the size, portfolio of
securities, and management of each underlying mutual fund before investing.

* Continuous Monitoring

The Adviser continuously monitors the allocation of the LifeChoice Funds and
rebalances or reallocates its investments across the Underlying Portfolios
depending on market conditions.

CONSERVATIVE INVESTOR FUND

Under normal market conditions, the Conservative Investor Fund allocates its
assets as follows:

*30%-50% of its assets in shares of mutual funds that invest in equity
securities;

*50%-70% of its assets in shares of mutual funds that invest in fixed income
securities and specialty securities, that is, convertible securities and real
estate investment trusts (REITs); and

*0%-15% of its assets in shares of money market funds.

MODERATE INVESTOR FUND

Under normal market conditions, the Moderate Investor Fund allocates its assets
as follows:

*50%-70% of its assets in shares of mutual funds that invest in equity
securities;

*30%-50% of its assets in shares of mutual funds that invest in fixed income
and specialty securities; and

*0%-15% of its assets in shares of money market funds.

GROWTH INVESTOR FUND

Under normal market conditions, the Growth Investor Fund allocates its assets as
follows:

*70%-90% of its assets in shares of mutual funds that invest in equity
securities;

*10%-30% of its assets in shares of mutual funds that invest in fixed income
and specialty securities; and

*0%-15% of its assets in money market funds.

<PAGE>

THE LIFECHOICE FUNDS Risk/Return Summary

*Allocation of Investments Among the Various Types of Mutual Funds

The table below also summarizes the percentage range that each LifeChoice Fund
may invest in each mutual fund.

Equity Funds

Percentage of Conservative Investor Fund's Total Investments 30-50%

Percentage of Moderate Investor Fund's Total Investments 50-70%

Percentage of Growth Investor Fund's Total Investments 70-90%

Underlying Portfolios Qualifying for Purchase
Victory Funds

Value Fund
Diversified Stock Fund
Growth Fund

Small Company Opportunity Fund
Special Value Fund
International Growth Fund

Other Funds*
INVESCO Dynamics Fund
Neuberger Berman Genesis Fund

Fixed Income and Specialty Funds

Percentage of Conservative Investor Fund's Total Investments 50-70%

Percentage of Moderate Investor Fund's Total Investments 30-50%

Percentage of Growth Investor Fund's Total Investments 10-30%

Underlying Portfolios Qualifying for Purchase
Victory Funds

Real Estate Investment Fund
Convertible Securities Fund
Investment Quality Bond Fund
Fund for Income
Intermediate Income Fund
Limited Term Income Fund

Other Funds*
Loomis Sayles Bond Fund

Money Market Fund**

Percentage of Conservative Investor Fund's Total Investments 0-15%

Percentage of Moderate Investor Fund's Total Investments 0-15%

Percentage of Growth Investor Fund's Total Investments 0-15%

Underlying Portfolios Qualifying for Purchase
Victory Funds

Financial Reserves Fund

*Total investments in Other Funds is expected to range between 15% and 20% of
total investments of each of the LifeChoice Funds.

**Total investments in the Money Market Fund may temporarily exceed the 15%
maximum due to daily investment of cash flows that are expected to be used for
next day settlement of variable fund purchases by each of the Funds.

<PAGE>

THE LIFECHOICE FUNDS Risk/Return Summary

Information about the Mutual Funds in Which the Funds Invest

The Victory Funds

Investment Objective and Strategies

The LifeChoice Funds invest primarily in shares of the Victory Funds described
below. Here is a summary of the investment objective and principal strategies of
each of the Victory Funds in which the LifeChoice Funds may invest:

Funds that Invest Primarily in Equity Securities

Value Fund seeks to provide long-term growth of capital and dividend income. The
Value Fund invests primarily in a diversified group of common stocks with an
emphasis on companies with above average total return potential, that are
historically inexpensive.

Diversified Stock Fund seeks to provide long-term growth of capital. The
Diversified Stock Fund invests primarily in equity securities and securities
convertible into common stocks traded on U.S. exchanges and issued by large,
established companies.

Growth Fund seeks to provide long-term growth of capital. The Growth Fund
invests primarily in common stocks of issuers listed on a nationally recognized
exchange with an emphasis on companies with superior prospects for long-term
earnings growth and price appreciation.

Small Company Opportunity Fund seeks to provide capital appreciation. The
Special Growth Fund invests primarily in common stocks of smaller companies that
show the potential for high earnings growth in relation to their price-earnings
ratio. Currently, the upper end of market capitalizations of small companies is
approximately $1.2 billion, but this amount may increase or decrease over time.

Special Value Fund seeks to provide long-term growth of capital and dividend
income. The Special Value Fund invests primarily in common stocks of small- and
medium-sized companies listed on a nationally recognized exchange with an
emphasis on companies with above average total return potential.

International Growth Fund seeks to provide capital growth consistent with
reasonable investment risk. The International Growth Fund invests primarily in
equity securities of foreign corporations, most of which will be denominated in
foreign currencies.

Funds that Invest Primarily in Specialty Securities

Real Estate Investment Fund seeks to provide total return through investments in
real estate-related securities. The Real Estate Investment Fund pursues its
investment objective by investing at least 80% of its total assets in
real-estate related companies.

Convertible Securities Fund seeks to provide a high level of current income
together with long-term capital appreciation. The Convertible Securities Fund
invests primarily in convertible bonds, convertible notes, convertible preferred
stocks, and other securities convertible into common stock.

<PAGE>

THE LIFECHOICE FUNDS Risk/Return Summary

Funds that Invest Primarily in Fixed Income Securities

Investment Quality Bond Fund seeks to provide a high level of income. The
Investment Quality Bond Fund invests primarily in investment-grade bonds issued
by corporations and the U.S. government and its agencies or instrumentalities.

Fund for Income seeks to provide a high level of current income consistent with
preservation of shareholders' capital. The Fund for Income pursues its
investment objective by investing primarily in securities issued by the U.S.
government and its agencies or instrumentalities.

Intermediate Income Fund seeks to provide a high level of income. The
Intermediate Income Fund invests in debt securities issued by corporations and
the U.S. government and its agencies and instrumentalities.

Limited Term Income Fund seeks to provide income consistent with limited
fluctuation of principal. The Limited Term Income Fund invests in a portfolio of
high grade, fixed income securities with a dollar-weighted average maturity of
one to five years, based on remaining maturities.

Money Market Fund

Financial Reserves Fund seeks to obtain as high a level of current income as is
consistent with preserving capital and providing liquidity. The Financial
Reserves Fund invests primarily in a portfolio of high-quality U.S. dollar
denominated money market instruments. The Financial Reserves Fund seeks to
maintain a constant net asset value of $1.00 per share.

LIMIT: The LifeChoice Funds, with other accounts managed by affiliates of the
Adviser, may not invest in more than 3% of the outstanding shares of any one
Other Fund.

Other Funds

Investment Objective and Strategies

The LifeChoice Funds may invest a limited portion of their assets (up to 20% of
total assets) in shares of Other Funds. The Adviser may select any mutual fund
that it believes is appropriate, based upon its analysis of the Other Fund's
investment objective, policies, strategies, the quality of its management, and
other factors it believes are important.

As of March 1, 2000, 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.

Neuberger Berman Genesis Fund. The investment objective of the Neuberger Berman
Genesis Fund is to seek capital appreciation. The Neuberger Berman Genesis Fund
pursues this objective by investing primarily in common stocks of companies with
small market capitalizations. The Neuberger Berman Genesis Fund regards
companies with market capitalization of up to $1.5 billion at the time of
investment as small-cap companies.

Loomis Sayles Bond Fund. The Loomis Sayles Bond Fund's investment objective is
high total investment return through a combination of current income and capital
appreciation. The Loomis Sayles Bond Fund seeks to achieve its objective by
normally investing substantially all of its assets in fixed income securities,
although up to 20% of its assets may be invested in preferred stocks. At least
65% of the Loomis Sayles Bond Fund's total assets will normally be invested in
bonds.

<PAGE>

THE LIFECHOICE FUNDS Risk/Return Summary

Principal Risks

You may lose money by investing in a LifeChoice Fund. Each LifeChoice Fund is
subject to the following principal risks, more fully described in "Risk
Factors." Each LifeChoice Fund's net asset value, yield and/or total return may
be adversely affected if any of the following occurs:

* The market value of securities acquired by a LifeChoice Fund, including
securities of the Underlying Portfolios, declines.

o Growth stocks fall out of favor because the companies' earnings growth does
not meet expectations.

o Value stocks fall out of favor relative to growth stocks.

* A particular strategy does not produce the intended result or the portfolio
manager does not execute the strategy effectively.

* A company's earnings do not increase as expected.

* Interest rates rise.

* An issuer's credit quality is downgraded.

* A LifeChoice Fund or an Underlying Portfolio must reinvest interest or sale
proceeds at lower rates.

* The rate of inflation increases.

* Foreign securities experience more volatility than their domestic
counterparts, in part because of higher political and economic risks, lack of
reliable information, fluctuations in currency exchange rates, and the risks
that a foreign government may take over assets, restrict the ability to exchange
currency or restrict the delivery of securities.

* The price of foreign securities issued in emerging countries experience more
volatility because the securities markets in these countries may not be well
established.

* Hedges created by using derivative instruments, including futures or options
contracts, do not respond to economic or market conditions as expected.

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.

Certain Risks are Associated with the Operation of a Fund of Funds.

* KAM is subject to various conflicts of interest because of the fund of funds
structure of the LifeChoice Funds. The Victory Board of Trustees has adopted
policies to monitor those potential conflicts.

* Other Funds may follow some or all of the investment practices of the Victory
Funds and/or may follow other investment practices. The LifeChoice Funds have
little or no control over the investment activities of the Other Funds. There
may be additional investment practices, not discussed in this Prospectus or in
the Statement of Additional Information, that both the Victory Funds and Other
Funds may engage in from time to time.

* The Funds may invest in mutual funds that concentrate, (that is, invest more
than 25% of their total assets) in a single industry. Shares of these mutual
funds may fluctuate in value more than shares of funds that do not concentrate
their investments in a single industry.

* Some of the Other Funds may limit the ability of the LifeChoice Funds to sell
their investments in those funds at certain times. In this case, the LifeChoice
Funds' investment in those shares will be considered "illiquid" and subject to
the overall limitation on investment in illiquid securities.

* From time to time, an Underlying Portfolio in which a LifeChoice Fund invests
may choose to redeem the Fund's shares "in kind." That is, the Underlying
Portfolio may give the LifeChoice Fund securities from its portfolio rather than
the cash value of those securities. If the Adviser determines that it is in the
best interests of shareholders, a LifeChoice Fund may keep those securities in
its portfolio, even if the Fund could not otherwise purchase those securities.

<PAGE>

THE LIFECHOICE FUNDS Risk/Return Summary

Investment Performance

The bar charts and tables shown below give an indication of the risks of
investing in each LifeChoice Fund by showing changes in its performance for
various time periods. The bar charts and tables 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.

Conservative Investor Fund
1997 12.71%
1998 6.46%
1999

Moderate Investor Fund
1997 14.83%
1998 7.83%
1999

Growth Investor Fund
1997 16.91%
1998 8.80%
1999

* Past performance does not indicate future results.

During the periods shown in the bar chart, each Fund's highest and lowest return
for a quarter were as follows:

Highest Lowest

Conservative ____% ____%
Investor (Quarter ending _______) (Quarter ending _______)

Moderate ____% ____%
Investor (Quarter ending _______) (Quarter ending _______)

Growth ____% ____%
Investor (Quarter ending _______) (Quarter ending _______)

The table below shows how each LifeChoice Fund's average annual returns for one
year and since inception compare to the returns of two broad-based securities
market indices. The figures shown assume reinvestment of dividends and
distributions.

Average Annual Total Returns
(for the Periods ended Past Since
December 31, 1999) One Year Inception(1)

Conservative Investor Fund ____% ____%

Moderate Investor Fund ____% ____%

Growth Investor Fund ____% ____%

S & P 500 Index(2) ____% ____%

Lehman Brothers Aggregate Bond Index(3) ____% ____%

(1) Reflects performance since each LifeChoice Fund's inception on 12/31/96.

(2) The Standard & Poor's 500 Stock Index is a broad-based unmanaged index that
represents the general performance of domestically traded common stocks of mid
to large-sized companies.

(3) The Lehman Brothers Aggregate Bond Index is a broad-based unmanaged index
that represents the general performance of longer-term (greater than one year),
investment-grade fixed-income securities.

<PAGE>

THE LIFECHOICE FUNDS Risk/Return Summary

* Performance of Victory Funds

The table below summarizes the "average annual total returns" of Class A Shares
of the following Victory Funds for the one, five and ten-year periods, where
applicable, and since inception, through December 31, 1999. The information
reflects fund operating expenses after waivers, but does not reflect sales
charges that other investors would pay , but which the LifeChoice Funds do not.

Victory Funds Inception Date One Year Five Years Ten Years Since Inception
<S> <C> <C> <C> <C> <C>

Value Fund 12/3/93 ____% ____% ____% ____%
Diversified Stock Fund 10/20/89 ____% ____% ____% ____%
Growth Fund 12/3/93 ____% ____% ____% ____%
Small Company Opportunity Fund 8/16/83 ____% ____% ____% ____%
Special Value Fund 12/3/93 ____% ____% ____% ____%
International Growth Fund 5/18/90 ____% ____% ____% ____%
Real Estate Investment Fund 4/30/97 ____% ____% ____% ____%
Convertible Securities Fund 4/14/88 ____% ____% ____% ____%
Investment Quality Bond Fund 12/10/93 ____% ____% ____% ____%
Fund for Income 9/16/87 ____% ____% ____% ____%
Intermediate Income Fund 12/10/93 ____% ____% ____% ____%
Limited Term Income Fund 10/20/89 ____% ____% ____% ____%
Financial Reserves Fund 4/4/83 ____% ____% ____% ____%

</TABLE>

The Securities and Exchange Commission (SEC) has imposed certain limitations on
how the LifeChoice Funds may invest and the fees that they may charge.

Whenever you see information on a mutual fund's performance, do not consider its
past performance to be an indication of the performance you could expect by
investing in that mutual fund today. The past is an imperfect guide to the
future. History does not always repeat itself.

<PAGE>

THE LIFECHOICE FUNDS Risk/Return Summary

Fund Expenses

This section describes the fees and expenses that you may pay if you buy and
hold shares of the LifeChoice Funds.

Shareholder Transaction Conservative Moderate Growth
Expenses (paid directly Investor Investor Investor
from your investment)1 Fund Fund Fund

Maximum Sales Charge
Imposed on Purchases
(as a percentage of offering price) NONE NONE NONE

Maximum Deferred Sales Charge
(as a percentage of the lower of
purchase or sale price) NONE NONE NONE

Maximum Sales Charge
Imposed on Reinvested
Dividends NONE NONE NONE

Redemption Fees NONE NONE NONE

Exchange Fees NONE NONE NONE

Annual Fund Operating Expenses

(A LifeChoice Fund pays these expenses from its assets.)

Management Fees 0.20% 0.20% 0.20%

Distribution (12b-1) Fees 0.00% 0.00% 0.00%

Other Expenses (includes a
shareholder servicing fee of 0.25%) 1.26% 0.51% 0.81%

Total Fund Operating Expenses(2) 1.46% 0.71% 1.01%

- ----------------------

(1) You may be charged additional fees if you buy, exchange, or sell shares
through a broker or agent.

(2) The Adviser may waive its management fee and reimburse expenses , as allowed
by law, so that the net operating expenses of each LifeChoice Fund will equal
____%. The Adviser may terminate these waivers/reimbursements at any time.

EXAMPLE: The following Example is designed to help you compare the cost of
investing in each LifeChoice Fund with the cost of investing in other mutual
funds. The Example assumes that you invest $10,000 in each LifeChoice Fund for
the time periods shown and then redeem all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year
and that each LifeChoice Fund's operating expenses remain the same. Although
your actual costs may be higher or lower, based on these assumptions your costs
would be:

1 Year 3 Years 5 Years 10 Years

Conservative Investor Fund $149 $462 $797 $1,746

Moderate Investor Fund $ 73 $227 $395 $ 883

Growth Investor Fund $103 $322 $558 $1,236

This example is based on the estimated expenses of the Funds and the average
annual weighted expense ratios of the Underlying Portfolios in which the Funds
invest (see page 9 for a summary of these expenses). Total estimated expenses of
the Conservative Investor Fund, the Moderate Investor Fund, and the Growth
Investor Fund are ____%, ____%, and ____%, respectively.

* Expenses of the Underlying Portfolios

In addition to bearing the expenses incurred by the LifeChoice Funds, you will
indirectly bear a proportionate share of the expenses of the Underlying
Portfolios in which the LifeChoice Funds invest, including management fees,
administration fees, and custodian fees. The Victory Board of Trustees has
determined that the advisory fees that the LifeChoice Funds pay to the Adviser
are for services that add to, rather than duplicate, services provided to the
mutual funds by their service providers. Some of the Underlying Portfolios may
incur distribution plan expenses in the form of "12b-1 fees."

<PAGE>

THE LIFECHOICE FUNDS Risk/Return Summary

The table below summarizes the annual net operating expenses for the fiscal year
ended October 31, 1999 of the Underlying Portfolios, as described in their
current prospectuses. Some of these expense ratios reflect waivers or
reimbursements that are currently in effect but that may be terminated at any
time. Other expense ratios, indicated in brackets, reflect contractual waivers
that will be in effect for at least the next 12 months. The actual expenses that
the Underlying Portfolios pay may change from time to time. This table also
shows how the LifeChoice Funds allocate their investments among specific mutual
funds.

Expense Ratios Conservative Moderate Growth
(after waivers) Investor Fund Investor Fund Investor Fund

<S> <C> <C> <C> <C>
Victory Funds(*)

Value Fund 1.20% 0%-25% 0%-35% 0%-45%
Diversified Stock Fund 1.13% 0%-30% 0%-40% 0%-50%
Growth Fund 1.20% 0%-15% 0%-20% 0%-25%
Small Company Opportunity Fund 1.02% 0%-10% 0%-15% 0%-20%
Special Value Fund 1.35% 0%-20% 0%-25% 0%-30%
International Growth Fund 1.83% 0%-20% 0%-25% 0%-30%
Real Estate Investment Fund 1.40% 0%-20% 0%-20% 0%-20%
Convertible Securities Fund 1.35% 0%-30% 0%-30% 0%-30%
Investment Quality Bond Fund 1.10% 0%-50% 0%-40% 0%-30%
Fund for Income 1.00% 0%-35% 0%-25% 0%-15%
Intermediate Income Fund 0.90% 0%-35% 0%-25% 0%-15%
Limited Term Income Fund 0.96% 0%-10% 0%-10% 0%-10%
Financial Reserves Fund(**) 0.69% 0%-15% 0%-15% 0%-15%

Other Funds
INVESCO Dynamics Fund 1.04% 0%-20% 0%-20% 0%-20%
Neuberger Berman Genesis Fund 1.17% 0%-20% 0%-20% 0%-20%
Loomis Sayles Bond Fund 0.75% 0%-20% 0%-20% 0%-20%
Average Weighted Expense Ratios 1.12% 1.18% 1.24%

- ----------------
(*) Denotes Class A Shares only.

(**) Total investments in the money market fund may temporarily exceed the 15%
maximum due to daily investment of cash flows that are expected to be used for
next day settlement of fund purchases by each of the LifeChoice Funds.

</TABLE>

The average weighted expense ratios for the LifeChoice Funds' investments in
mutual funds are based on a hypothetical portfolio mix that reflects expected
investments under current market conditions. These figures are approximations of
the LifeChoice Funds' indirect expense ratios associated with their investments
in the Underlying Portfolios. The percentage of the LifeChoice Funds'
investments in each of the Victory Funds will vary within the ranges shown above
and investment in Other Funds will total 15% to 20% of each LifeChoice Fund's
total investments.

<PAGE>

Investments

Each LifeChoice Fund invests primarily in the Victory Funds described in the
Risk/Return Summary.

For cash management or for temporary defensive purposes in response to market
conditions, each LifeChoice Fund may hold all or a portion of its assets in cash
or short-term money market instruments. This may reduce the benefit from any
upswing in the market and may cause a LifeChoice Fund to fail to meet its
investment objective.

For more information on ratings, detailed descriptions of each of the
investments, and a more complete description of which LifeChoice Funds can
invest in certain types of securities, see the Statement of Additional
Information (SAI).

Risk Factors

By matching your investment objective with an acceptable level of risk, you can
create your own customized investment plan.

This Prospectus describes the principal risks that you may assume as an investor
in the LifeChoice Funds. Each LifeChoice Fund's price, yield, and total return
will fluctuate.

Each LifeChoice Fund is subject to the following principal risks .

General risks:

* Market risk is the risk that the market value of a security may fluctuate,
depending on the supply and demand for that type of security. As a result of
this fluctuation, a security may be worth more or less than the price a
LifeChoice Fund originally paid for the security, or more or less than the
security was worth at an earlier time. Market risk may affect a single issuer,
an industry, a sector of the economy, or the entire market and is common to all
investments.

* Manager risk is the risk that a LifeChoice Fund's portfolio manager may use a
strategy that does not produce the intended result. Manager risk also refers to
the possibility that the portfolio manager may fail to execute the LifeChoice
Fund's investment strategy effectively and, thus, fail to achieve its objective.

Risks associated with investing in equity securities:

* Equity risk is the risk that the value of the security will fluctuate in
response to changes in earnings or other conditions affecting the issuer's
profitability. Unlike debt securities, which have preference to a company's
assets in case of liquidation, equity securities are entitled to the residual
value after the company meets its other obligations. For example, in the event
of bankruptcy, holders of debt securities have priority over holders of equity
securities to a company's assets.

<PAGE>

Risks associated with investing in foreign securities:

* Currency risk is the risk that fluctuations in the exchange rates between the
U.S. dollar and foreign currencies may negatively affect an investment. Adverse
changes in exchange rates may erode or reverse any gains produced by foreign
currency denominated investments and may widen any losses. Political and
economic risks, along with other factors, could adversely affect the value of a
LifeChoice Fund's securities.

* Foreign issuer risk. Compared to U.S. companies, there generally is less
publicly available information about foreign companies and there may be less
governmental regulation and supervision of foreign stock exchanges, brokers, and
listed companies. Foreign issuers may not be subject to the uniform accounting,
auditing, and financial reporting standards and practices prevalent in the U.S.
In addition, foreign securities markets may be more volatile and subject to less
governmental supervision than their counterparts in the U.S. Investments in
foreign countries could be affected by factors not present in the U.S.,
including expropriation, confiscation of property, and difficulties in enforcing
contracts. All of these factors can make foreign investments more volatile than
U.S. investments.

Risks associated with investing in debt securities:

* Inflation risk is the risk that inflation will erode the purchasing power of
the cash flows generated by debt securities held by a LifeChoice Fund.
Fixed-rate debt securities are more susceptible to this risk than floating-rate
debt securities or equity securities that have a record of dividend growth.

* Reinvestment risk is the risk that when interest rates are declining, a Fund
that receives interest income or prepayments on a security will have to reinvest
these moneys at lower interest rates. Generally, interest rate risk and
reinvestment risk tend to have offsetting effects, though not necessarily of the
same magnitude.

* Credit (or default) risk is the risk that the issuer of a debt security will
be unable to make timely payments of interest or principal. Interest or
principal payments may not be insured or guaranteed on all securities. Credit
risk is measured by nationally recognized statistical rating organizations
(NRSROs) such as Standard & Poor's (S&P), Fitch IBCA International, or Moody's
Investors Service (Moody's).

Risks associated with investing in below-investment-grade securities:

* Lower-rated securities ("junk bonds"). Lower-rated securities are subject to
certain risks in addition to those risks associated with higher-rated
securities. Lower-rated securities may be more susceptible to real or perceived
adverse economic conditions, less liquid, and more difficult to evaluate than
higher-rated securities.

<PAGE>

An investment in a LifeChoice Fund is not a complete investment program.

Risks associated with investing in mortgage-related securities:

* Prepayment risk. Prepayments of principal on mortgage-related securities
affect the average life of a pool of mortgage-related securities. The level of
interest rates and other factors may affect the frequency of mortgage
prepayments. In periods of rising interest rates, the prepayment rate tends to
decrease, lengthening the average life of a pool of mortgage-related securities.
In periods of falling interest rates, the prepayment rate tends to increase,
shortening the average life of a pool of mortgage-related securities. Prepayment
risk is the risk that, because prepayments generally occur when interest rates
are falling, a Fund may have to reinvest the proceeds from prepayments at lower
interest rates.

* Extension risk is the risk that the rate of anticipated prepayments on
principal may not occur, typically because of a rise in interest rates, and the
expected maturity of the security will increase. During periods of rapidly
rising interest rates, the effective average maturity of a security may be
extended past what a LifeChoice Fund's portfolio manager anticipated that it
would be. The market value of securities with longer maturities tend to be more
volatile.

Risks associated with investing in real estate securities:

* Real estate risk is the risk that the value of a security will fluctuate
because of changes in property values, vacancies of rental properties,
overbuilding, changes in local laws, increased property taxes and operating
expenses, and other risks associated with real estate. While a LifeChoice Fund
will not invest directly in real estate, it may be subject to the risks
associated with direct ownership. Equity REITs* may be affected by changes in
property value, while mortgage REITs** may be affected by credit quality and
interest rates.

* Equity REITs may own property, generate income from rental and lease
payments, and offer the potential for growth from property appreciation and
periodic capital gains from the sale of property.

** Mortgage REITs earn interest income and are subject to credit risks, like
the chance that a developer may fail to repay a loan. Mortgage REITs are also
subject to interest rate risk, described above.

* Regulatory risk. Certain REITs may fail to qualify for pass-through of income
under federal tax law, or to maintain their exemption from the registration
requirements under federal securities laws.

<PAGE>

Important Considerations

You should consult with your Investment Professional to help determine your
investment objectives and risk tolerance.

* What is a Fund of Funds?

A fund of funds is an investment company that pursues its investment objective
by investing primarily in shares of other mutual funds. These mutual funds
themselves invest in different combinations of equity securities, fixed income
and specialty securities, or cash reserves.

* What are the Benefits of Investing in a Fund of Funds?

There are thousands of mutual funds available for investment, with many
different objectives, strategies, and policies. Choosing the right balance and
mix of mutual funds to meet your needs can be difficult and time-consuming. The
LifeChoice Funds offer an efficient and cost-effective alternative to achieving
your long-term investment goals by providing access to three different, yet
comprehensive, portfolio mixes. You simply select the LifeChoice Fund strategy
that you think is right for your level of risk tolerance. KAM manages the
selection and allocation of underlying mutual funds consistent with the overall
strategy for each Fund.

The following examples show some possible characteristics of each investor type
and how the matching portfolio allocation might look. The allocation can change
within each designated range based on market conditions and will vary over time.

* CONSERVATIVE INVESTOR

Investment Objective: Income with a moderate level of growth
Current Age: Time Horizon:
Late 50s through retirement -OR- At least 6 years
Risk Tolerance: Low to moderate

If you seek income but are also concerned about protecting the value of your
investment and/or have a shorter time horizon and a lower tolerance for
volatility, you might find the Conservative Investor Fund to be a suitable
investment.

Equity 40%
Money Market 3%
Fixed Income 57%

Ranges

Equity 30-50%
Fixed Income/Specialty 50-70%
Money Market 0-15%

* MODERATE INVESTOR

Investment Objective: Growth with a moderate level of income
Current Age: Time Horizon:
Early 40s to late 50s -OR- At least 8 years
Risk Tolerance: Moderate to high

If you seek capital appreciation, with some income, have a longer time
horizon and moderate tolerance for volatility, you might find the Moderate
Investor Fund to be a suitable investment.

Equity 60%
Money Market 3%
Fixed Income 37%

Ranges

Equity 50-70%
Fixed Income/Specialty 30-50%
Money Market 0-15%

* GROWTH INVESTOR

Investment Objective: Growth

Current Age: Time Horizon:

20s to early 40s -OR- At least 9 years

Risk Tolerance: High

If you seek potential for capital appreciation with a longer time horizon and
a higher tolerance for volatility, you might find the Growth Investor Fund to
be a suitable investment.

Equity 80%
Money Market 3%
Fixed Income 17%

Ranges

Equity 70-90%
Fixed Income/Specialty 10-30%
Money Market 0-15%

<PAGE>

Share Price

The daily NAV is useful to you as a shareholder because the NAV, multiplied by
the number of LifeChoice Fund shares you own gives you the value of your
investment.

Each LifeChoice Fund calculates its share price, called its "net asset value"
(NAV), each business day at 4:00 p.m. Eastern Time or at 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. A business day is a
day on which the NYSE is open.

A LifeChoice Fund's NAV may change on days when shareholders will not be able to
purchase or redeem the Fund's shares if an Underlying Fund has portfolio
securities that are primarily listed on foreign exchanges that trade on weekends
or other days when a Fund does not price its shares.

The LifeChoice Funds value their investments based on market value. When market
quotations are not readily available, the LifeChoice Funds value their
investments based on fair value methods approved by the Board of Trustees of the
Victory Portfolios.

Each LifeChoice Fund calculates its NAV by adding up the total value of its
investments and other assets, subtracting its liabilities, and then dividing
that figure by the number of outstanding shares .

Total Assets-Liabilities

NAV= ----------------------------

Number of Shares Outstanding

You can find a LifeChoice Fund's net asset value each day in The Wall Street
Journal and other newspapers. Newspapers do not normally publish fund
information until a LifeChoice Fund reaches a specific number of shareholders or
level of assets.

Dividends, Distributions, and Taxes

Buying a Dividend. You should check a LifeChoice Fund's distribution schedule
before you invest. If you buy shares of a Fund shortly before it makes a
distribution, some of your investment may come back to you as a taxable
distribution.

As a shareholder, you are entitled to your share of net income and capital gains
on the LifeChoice Funds' investments. The LifeChoice Funds pass their earnings
along to investors in the form of dividends. Dividend distributions are the net
income earned on investments after expenses. A LifeChoice Fund will distribute
short-term gains, as necessary, and if a LifeChoice Fund makes a long-term
capital gain distribution, it is normally paid once a year. As with any
investment, you should consider the tax consequences of an investment in a
LifeChoice Fund.

Ordinarily, each LifeChoice Fund declares and pays dividends quarterly.

<PAGE>

Distributions can be received in one of the following ways.

Reinvestment Option

You can have distributions automatically reinvested in additional shares of your
LifeChoice Fund. If you do not indicate another choice on your Account
Application, you will be assigned this option automatically.

Cash Option

A check will be mailed to you no later than seven days after the dividend pay
date.

Income Earned Option

You can automatically reinvest your dividends in additional shares of a
LifeChoice Fund and have your capital gains paid in cash, or reinvest capital
gains and have your dividends paid in cash.

Directed Dividends Option

Directed Bank Account Option

In most cases, you can automatically transfer distributions to your bank
checking or savings account. Under normal circumstances, a LifeChoice Fund will
transfer your distributions within seven days of the dividend payment date. The
bank account must have a registration identical to that of your LifeChoice Fund
account.

<PAGE>

The tax information in this Prospectus is provided as general information. You
should consult your own tax adviser about the tax consequences of an investment
in a LifeChoice Fund.

* Important Information about Taxes

Each LifeChoice Fund pays no federal income tax on the earnings and capital
gains it distributes to shareholders.

* Ordinary dividends from a LifeChoice Fund are taxable as ordinary income;
dividends from a LifeChoice Fund's long-term capital gains are taxable as
long-term capital gain.

* Dividends are treated in the same manner for federal income tax purposes
whether you receive them in cash or in additional shares. They also may be
subject to state and local taxes.

* Dividends from a LifeChoice Fund that are attributable to interest on certain
U.S. government obligations may be exempt from certain state and local income
taxes. The extent to which ordinary dividends are attributable to these U.S.
government obligations will be provided on the tax statements you receive from a
LifeChoice Fund.

* An exchange of a LifeChoice Fund's shares for shares of another fund will be
treated as a sale. When you sell or exchange shares of a LifeChoice Fund, you
must recognize any gain or loss.

* Certain dividends paid to you in January will be taxable as if they had been
paid to you the previous December.

* Tax statements will be mailed from each LifeChoice Fund every January showing
the amounts and tax status of distributions made to you.

* Because your tax treatment depends on your purchase price and tax position,
you should keep your regular account statements for use in determining your tax.

* You should review the more detailed discussion of federal income tax
considerations in the SAI.

<PAGE>

Investing with Victory

All you need to do to get started is to fill out an application.

An Investment Professional is an investment consultant, salesperson, financial
planner, investment adviser, or trust officer who provides you with investment
information.

For historical expense information on Class A shares, see the financial
highlights at the end of this Prospectus.

If you are looking for a convenient way to open an account or to add money to an
existing account, Victory can help. The sections that follow will serve as a
guide to your investments with Victory. The following sections will describe how
to open an account, how to access information on your account, and how to buy,
exchange, and sell shares of a LifeChoice Fund. We want to make it simple for
you to do business with us. If you have questions about any of this information,
please call your Investment Professional or one of our customer service
representatives at 800-539-FUND. They will be happy to assist you.

* Shareholder Servicing Plan

The LifeChoice Funds have adopted a Shareholder Servicing Plan for Class A
Shares of the LifeChoice Funds. The shareholder servicing agent performs a
number of services for its customers who are shareholders of the LifeChoice
Funds. It establishes and maintains accounts and records, processes dividend
payments, arranges for bank wires, assists in transactions, and changes account
information. For these services a LifeChoice Fund pays a fee at an annual rate
of up to 0.25% of the average daily net assets of the appropriate class of
shares serviced by the agent. The LifeChoice Funds may enter into agreements
with various shareholder servicing agents, including KeyBank National
Association and its affiliates, other financial institutions, and securities
brokers. The LifeChoice Funds may pay a servicing fee to broker-dealers and
others who sponsor "no transaction fee" or similar programs for the purchase of
shares. Shareholder servicing agents may waive all or a portion of their fee
periodically.

* Distribution Plan

In accordance with Rule 12b-1 under the Investment Company Act of 1940, Victory
has adopted a Distribution and Service Plan for Class A Shares of the LifeChoice
Funds, but these Funds do not pay expenses under this plan. See the SAI for more
details regarding this plan.

<PAGE>

How to Buy Shares

If you buy shares directly from the LifeChoice 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.

Make your check payable to:

The Victory Funds

<PAGE>

Telecommunication Device for the Deaf (TDD):
800-970-5296

Keep the following addresses handy for purchases, exchanges, or redemptions:

By Regular U.S. Mail

Send completed Account Applications with your check, bank draft, or money order
to:

The Victory Funds
P.O. Box 8527
Boston, MA 02266-8527

By Overnight Mail

Use the following address ONLY for overnight packages.

The Victory Funds
c/o Boston Financial Data Services
66 Brooks Drive
Braintree, MA 02184

By Wire

The Transfer Agent does not charge a wire fee, but your originating bank may
charge a fee. Always call the Transfer Agent at 800-539-FUND BEFORE wiring funds
to obtain a confirmation number.

The Victory Funds
State Street Bank and Trust Co.
ABA #011000028
For Credit to DDA Account #9905-201-1
(insert account number, name, and confirmation number assigned by the Fund)

By Telephone

800-539-FUND
(800-539-3863)

<PAGE>

* ACH

* Statements and Reports

You will receive a periodic statement reflecting any transactions that affect
the balance or registration of your account. You will receive a confirmation
after any purchase, exchange, or redemption. If your account has been set up by
an Investment Professional, account activity will be detailed in the account
statements sent by that individual. Share certificates are not issued. Twice a
year, you will receive the financial reports of the LifeChoice Funds. By January
31 of each year, you will be mailed an IRS form reporting distributions for the
previous year, which also will be filed with the IRS.

* Systematic Investment Plan

* Retirement Plans

You can use the LifeChoice Funds as part of your retirement portfolio. Your
Investment Professional can set up your new account under one of several
tax-deferred retirement plans. Please contact your Investment Professional or
the LifeChoice Funds for details regarding an IRA or other retirement plan that
works best for your financial situation.

All purchases must be made in U.S. dollars and drawn on U.S. banks. The Transfer
Agent may reject any purchase order in its sole discretion. If your check is
returned for any reason, you will be charged for any resulting fees and/or
losses. Third party checks will not be accepted. You may only buy or exchange
into fund shares legally available in your state. If your account falls below
$500 ($100 for IRAs), we may ask you to re-establish the minimum investment. If
you do not do so within 60 days, we may close your account and send you the
value of your account.

<PAGE>

How to Exchange Shares

You can obtain a list of funds available for exchange by calling 800-539-FUND.

You may exchange shares of one Victory fund for shares of the same class of any
other. See below for more specific information on sales charges that may be
payable upon an exchange.

You can exchange shares of a LifeChoice Fund by writing the Transfer Agent or
calling 800-539-FUND. When you exchange shares of a LifeChoice Fund, you should
keep the following in mind:

* Shares of the Fund selected for exchange must be available for sale in your
state of residence.

* The Fund whose shares you want to exchange and the fund whose shares you want
to buy must offer the exchange privilege.

* 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.

* You must meet the minimum purchase requirements for the fund you purchase by
exchange.

* The registration and tax identification numbers of the two accounts must be
identical.

* Each Fund may refuse any exchange purchase request if the Adviser determines
that the request is associated with a market timing strategy. Each Fund may
terminate or modify the exchange privilege at any time on 30 days' notice to
shareholders.

* Before exchanging, read the prospectus of the fund you wish to purchase by
exchange. An exchange of Fund shares constitutes a sale for tax purposes.

<PAGE>

How to Sell Shares

There are a number of convenient ways to sell your shares. You can use the same
mailing addresses listed for purchases.

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.

By Telephone

* Mail a check to the address of record;

* Wire funds to a domestic financial institution;

* Mail a check to a previously designated alternate address; or

* Electronically transfer your redemption via the Automated Clearing House
(ACH).

The Transfer Agent records all telephone calls for your protection and takes
measures to verify the identity of the caller. If the Transfer Agent properly
acts on telephone instructions and follows reasonable procedures to ensure
against unauthorized transactions, neither Victory, its servicing agents, the
Adviser, nor the Transfer Agent will be responsible for any losses. If the
Transfer Agent does not follow these procedures, it may be liable to you for
losses resulting from unauthorized instructions.

If there is an unusual amount of market activity and you cannot reach the
Transfer Agent or your Investment Professional by telephone, consider placing
your order by mail.

By Mail

* Redemptions over $10,000;

* Your account registration has changed within the last 15 days;

* The check is not being mailed to the address on your account;

* The check is not being made payable to the owner of the account;

* The redemption proceeds are being transferred to another Victory Group
account with a different registration; or

* The check or wire is being sent to a different bank account.

You can get a signature guarantee from a financial institution such as a bank,
broker-dealer, credit union, clearing agency, or savings association.

By Wire

By ACH

Normally, your redemption will be processed on the same day , but will be
processed on the next day if received after 4:00 p.m. Eastern Time or the close
of trading on the NYSE (whichever time is earlier). It will be transferred by
ACH as long as the transfer is to a domestic bank.

<PAGE>

* Systematic Withdrawal Plan

If you check this box on the Account Application, we will send monthly,
quarterly, semi-annual, or annual payments to the person you designate. The
minimum withdrawal is $25, and you must have a balance of $5,000 or more. We
will need a voided personal check to activate this feature. You should be aware
that your account eventually may be depleted . However, you cannot automatically
close your account using the Systematic Withdrawal Plan. If your balance falls
below $500, we may ask you to bring the account back to the minimum balance. If
you decide not to increase your account to the minimum balance, your account may
be closed and the proceeds mailed to you.

* Additional Information about Redemptions

* Redemption proceeds from the sale of shares purchased by a check may be held
until the purchase check has cleared, which may take up to 15 days.

* A LifeChoice Fund may suspend your right to redeem your shares in the
following circumstances:

o During non-routine closings of the NYSE;

o When the Securities and Exchange Commission (SEC) determines either that
trading on the NYSE is restricted or that an emergency prevents the sale or
valuation of the Fund's securities; or

o When the SEC orders a suspension to protect the LifeChoice Fund's
shareholders.

* Each LifeChoice Fund will pay redemptions by any one shareholder during any
90-day period in cash up to the lesser of $250,000 or 1% of a LifeChoice Fund's
net assets. Each LifeChoice Fund reserves the right to pay the remaining portion
"in kind," that is, in portfolio securities rather than cash.

<PAGE>

Organization and Management of the LifeChoice Funds

We want you to know who plays what role in your investment and how they are
related. This section discusses the organizations employed by the LifeChoice
Funds to provide services to their shareholders. Each of these organizations is
paid a fee for their services.

* About Victory

Each LifeChoice Fund is a member of the Victory Portfolios, a group of over 30
distinct investment portfolios. The Board of Trustees of Victory has the overall
responsibility for the management of the LifeChoice Funds.

* The Investment Adviser and Sub-Administrator

Each LifeChoice Fund has an Advisory Agreement which is one of its most
important contracts. Key Asset Management Inc. (KAM), a New York corporation
registered as an investment adviser with the SEC, is the Adviser to each of the
LifeChoice Funds. KAM, a subsidiary of KeyCorp, oversees the operations of the
LifeChoice Funds according to investment policies and procedures adopted by the
Board of Trustees. Affiliates of the Adviser manage approximately $79 billion
for a limited number of individual and institutional clients. KAM's address is
127 Public Square, Cleveland, Ohio 44114.

For the fiscal year ended October 31, 1999, KAM was paid management fees based
on a percentage of the average daily net assets of each LifeChoice Fund as shown
in the following table.

LifeChoice Conservative
Investor Fund 0.10%

LifeChoice Moderate
Investor Fund 0.10%

LifeChoice Growth
Investor Fund 0.10%

Under a Sub-Administration Agreement, BISYS Fund Services Ohio, Inc. pays KAM a
fee at the annual rate of up to 0.05% of each LifeChoice Fund's average daily
net assets to perform some of the administrative duties for the LifeChoice
Funds.

* Portfolio Management

The LifeChoice Allocation Committee of KAM manages each Fund's investments. No
one person is primarily responsible for making investment recommendations.The
Committee is responsible for the selection of and allocation among the
Underlying Portfolios. Each individual listed below, other than Anthony Aveni
and Charles Crane, has been a member of the Committee since the LifeChoice
Funds' inception. Mr. Aveni has been a member of the Committee since January
1999 and Mr. Crane has been a member since June 1999.

* Victory LifeChoice Funds -- Asset Allocation Committee

Anthony Aveni is the Chief Investment Officer and a Senior Managing Director
with KAM and has been associated with KAM or an affiliate since 1981.

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.

Christopher K. Dyer is a Managing Director with KAM and has been associated with
KAM or an affiliate since 1985. As Managing Director of Retirement Product
Development, Mr. Dyer is responsible for the product management of mutual funds
distributed to the retirement market as well as the management of KeyCorp's
retail retirement products.

Terry D. Taylor is a Director with KAM and has been associated with KAM or an
affiliate since 1974. As a Director of Portfolio Analysis at KAM, Mr. Taylor is
responsible for mutual fund evaluation and oversees the products used in several
distribution channels.

<PAGE>

The LifeChoice Funds are supervised by the Board of Trustees which monitors the
services provided to investors.

OPERATIONAL STRUCTURE OF THE LIFECHOICE FUNDS

Trustees

Adviser

Shareholders

Financial Services Firms and their Investment Professionals

Advise current and prospective shareholders on their LifeChoice Fund
investments.

Transfer Agent/Servicing Agent

State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110

Boston Financial Data Services
Two Heritage Drive
Quincy, MA 02171

Handles services such as record-keeping, statements, processing of buy and sell
requests, distribution of dividends, and servicing of shareholder accounts.

Administrator, Distributor, and Fund Accountant

BISYS Fund Services
and its affiliates
3435 Stelzer Road
Columbus, OH 43219

Markets the LifeChoice Funds, distributes shares through Investment
Professionals, and calculates the value of shares. As Administrator, handles the
day-to-day activities of the Funds.

Custodian

Key Trust Company of Ohio, N.A.
127 Public Square
Cleveland, OH 44114

Provides for safekeeping of the LifeChoice Funds' investments and cash, and
settles trades made by the LifeChoice Funds.

Sub-Administrator

Key Asset Management Inc.
127 Public Square
Cleveland, OH 44114

Performs certain sub-administrative services.

<PAGE>

Additional Information

Some additional information you should know about the LifeChoice Funds.

If you would like to receive additional copies of any materials, please call the
LifeChoice Funds at 800-539-FUND.

* Share Classes

The LifeChoice Funds currently offer only the class of shares described in this
Prospectus. At some future date, the LifeChoice Funds may offer additional
classes of shares .

* Performance

The Victory Funds may advertise the performance of each LifeChoice Fund by
comparing it to other mutual funds with similar objectives and policies.
Performance information also may appear in various publications. Any fees
charged by Investment Professionals may not be reflected in these performance
calculations. Advertising information will include the average annual total
return of each LifeChoice Fund calculated on a compounded basis for specified
periods of time. Total return information will be calculated according to rules
established by the SEC. Such information may include performance rankings and
similar information from independent organizations, such as Lipper , Inc., and
industry publications such as Morningstar Inc., Business Week, or Forbes. You
also should see the "Investment Performance" section for the LifeChoice Fund in
which you would like to invest.

* Shareholder Communications

In order to eliminate duplicate mailings to an address at which two or more
shareholders with the same last name reside, the LifeChoice Funds will send only
one copy of any financial reports, prospectuses and their supplements.

<PAGE>

Financial Highlights The LifeChoice Funds

The Financial Highlights table is intended to help you understand each
LifeChoice Fund's financial performance for the past two years. Certain
information shows the results of an investment in one share of a LifeChoice
Fund. The total returns in the table represent the rate that an investor would
have earned on an investment in a LifeChoice Fund (assuming reinvestment of all
dividends and distributions).

The financial highlights for the fiscal year ended October 31, 1999, the period
from December 1, 1997 to October 31, 1998, and the period from December 31, 1996
to November 30, 1997 were audited by PricewaterhouseCoopers LLP, whose report,
along with the financial statements of the LifeChoice Funds, are included in the
Funds' annual report, which is available by calling the Funds at 800-539-FUND.

Lifechoice LifeChoice LifeChoice
Conservative Moderate Growth
Investor Fund Investor Fund Innvestor Fund

Year Period Period Year Period Period Year Period Period
Ended Ended Ended Ended Ended Ended Ended Ended Ended
Oct. 31, Oct. 31, Nov. 30, Oct. 31, Oct. 31, Nov. 30, Oct. 31, Oct. 31, Nov. 30,
1999 1998(a) 1997(**) 1999 1998(b) 1997(**) 1999 1998(c) 1997(**)

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of Period $10.72 $10.89 $10.00 $ 10.94 $ 11.19 $ 10.00 $ 11.08 $ 11.44 $10.00
Investment Activities
Net investment income 0.45 0.37 0.31 0.30 0.24 0.20 0.16 0.13 0.11
Net realized
and unrealized
gains (losses)
from investments 0.41 (0.12) 0.84(f) 1.03 (0.14) 1.16 1.51 (0.07) 1.43
Total from
Investment
Activities 0.86 0.25 1.15 1.33 0.10 1.36 1.67 0.06 1.54
Distributions
Net investment income (0.58) (0.39) (0.26) (0.36) (0.26) (0.17) (0.25) (0.14) (0.10)
Net realized gains (0.22) (0.03) -- (0.25) (0.09) -- (0.31) (0.28) --
Total Distributions (0.80) (0.42) (0.26) (0.61) (0.35) (0.17) (0.56) (0.42) (0.10)
Net Asset Value,
End of Period $10.78 $10.72 $10.89 $ 11.66 $ 10.94 $ 11.19 $ 12.19 $ 11.08 $11.44
Total Return 8.24% 2.29%(d) 11.62%(d) 12.42% 0.90%(d) 13.64%(d) 15.33% 0.52%(d) 15.46%(d)
Ratios/Supplementary Data:
Net Assets at end
of period (000) $ 6,686 $7,633 $9,137 $22,798 $19,128 $ 7,728 $16,114 $12,018 $7,515
Ratio of expenses to
average net assets 0.19% 0.23%(e) 0.29%(e) 0.20% 0.22%(e) 0.27%(e) 0.20% 0.23%(e) 0.30%(e)
Ratio of net investment
income to average
net assets 3.97% 3.72%(e) 3.41%(e) 2.53% 2.32%(e) 2.26%(e) 1.31% 1.19%(e) 0.81%(e)
Ratio of expenses to
average net assets(*) 1.46% 1.50%(e) 5.18%(e) 0.71% 0.93%(e) 3.32%(e) 1.01% 1.16%(e) 3.67%(e)
Ratio of net investment
income to average
net assets(*) 2.70% 2.45%(e) (1.48)%(e) 2.02% 1.61%(e) (.79)%(e) 0.50% 0.26%(e) (2.56)%(e)
Portfolio Turnover 57% 78% 19% 69% 42% 50% 52% 30% 106%

- -------------------

(*) During the period, certain fees were voluntarily reduced and/or reimbursed.
If such voluntary fee reductions and/or expense reimbursements had not occurred,
the ratios would have been as indicated.

(**) For the period December 31, 1996 (commencement of operations) through
November 30, 1997.

(a) Effective March 23, 1998, the KeyChoice Income & Growth Fund became the
Victory LifeChoice Conservative Investor Fund. Financial highlights prior to
March 23, 1998 represent the KeyChoice Income & Growth Fund.

(b) Effective March 23, 1998, the KeyChoice Moderate Growth Fund became the
Victory LifeChoice Moderate Investor Fund. Financial highlights prior to March
23, 1998 represent the KeyChoice Moderate Growth Fund.

(c) Effective March 23, 1998, the KeyChoice Growth Fund became the Victory
LifeChoice Growth Investor Fund. Financial highlights prior to March 23, 1998
represent the KeyChoice Growth Fund.

(d) Not annualized.

(e) Annualized.

(f) The amount shown for a share outstanding throughout the period does not
accord with the change in the aggregate gains and losses in the portfolio of
securities during the period because of the timing of sales and purchases of
fund shares in relation to fluctuating market values during the period.

</TABLE>

<PAGE>

The Victory Funds

127 Public Square

OH-01-27-1612
Cleveland, Ohio 44114

Bulk Rate
U.S. Postage

PAID

Cleveland, OH
Permit No. 469

If you would like a free copy of any of the following documents or would like to
request other information regarding the Funds, you can call or write the Funds
or your Investment Professional.

* Statement of Additional Information (SAI)

Contains more details describing the Funds and their policies. The SAI has been
filed with the Securities and Exchange Commission (SEC), and is incorporated by
reference in this Prospectus.

* Annual and Semi-annual Reports

Describes each Fund's performance, lists portfolio holdings, and discusses
market conditions and investment strategies that significantlyaffected a Fund's
performance during its last fiscal year.

* How to Obtain Information

By telephone: Call Victory Funds at 800-539-FUND (800-539- 3863).You also may
obtain copies of materials from the SEC's Public Reference Room in Washington,
D.C. (Call 1-202-942-8090 for information on the operation of the SEC's Public
Reference Room.)

By mail: The Victory Funds
P. O. Box 8527
Boston, MA 02266-8527

Copies of this information may be obtained, after paying a duplicating fee, by
electronic request at the following e-mail address: [email protected], or by
writing the SEC's Public Reference Section , Washington, D.C. 20459-0102.

On the Internet: Text only versions of Fund documents can be viewed on-line or
downloaded from the SEC at http://www.sec.gov or from the Victory Funds' website
at http://www.victoryfunds.com.

If you would like to receive copies of the annual and semi-annual reports and/or
the SAI at no charge, please call the Funds at 800-539-FUND.

(800-539-3863)

(LOGO)(R)

Victory Funds

Investment Company Act File Number. 811-4852

PRINTED ON RECYCLED PAPER

VF-VLCF-PRO (3/00)

<PAGE>
February 28, 2000

(LOGO)(R)

Victory Funds

PROSPECTUS
*

Small Company Opportunity Fund
Class A and G Shares

Call Victory at:
800-539-FUND (800-539-3863)

or visit the Victory Funds' website at:

www.victoryfunds.com

<PAGE>

TABLE OF CONTENTS

RISK/RETURN SUMMARY OF THE FUND 2
An analysis which includes the investment objective,
principal strategies, principal risks, performance,
and expenses .

INVESTMENTS 4

RISK FACTORS 4

SHARE PRICE 5

DIVIDENDS, DISTRIBUTIONS, AND TAXES 6

INVESTING WITH VICTORY

o Choosing a Share Class 8
o How to Buy Shares 11
o How to Exchange Shares 14
o How to Sell Shares 15

ORGANIZATION AND MANAGEMENT OF THE FUND 17

ADDITIONAL INFORMATION 19

FINANCIAL HIGHLIGHTS 20

The Victory Portfolios

KEY TO FUND INFORMATION

OBJECTIVE AND STRATEGIES

The goals and the strategies that the Fund plans to use to pursue its investment
objective.

RISK FACTORS

The risks you may assume as an investor in the Fund.

PERFORMANCE

A summary of the historical performance of the Fund in comparison to an
unmanaged index.

EXPENSES

The costs you will pay, directly or indirectly, as an investor in the Fund,
including sales charges and ongoing expenses.

Shares of the Fund are:

o Not insured by the FDIC;

o Not deposits or other obligations of, or guaranteed by KeyBank , any of its
affiliates, or any other bank;

o Subject to possible investment risks, including possible loss of the principal
amount invested.

<PAGE>

SMALL COMPANY OPPORTUNITY FUND Risk/Return Summary

Investment Objective

The Fund seeks to provide capital appreciation.

Principal Investment Strategies

The Fund invests primarily in common stocks of smaller companies that show the
potential for high earnings growth in relation to their price-earnings ratio. Of
the 5,000 U.S. companies with the largest market capitalizations, Key Asset
Management Inc., the Fund's investment adviser (KAM or the Adviser), considers
those in the lower 80% to be "small companies." Currently, the upper end of
market capitalizations of small companies is approximately $1.2 billion. The
Adviser uses a computer model to select securities that appear favorably priced.

Under normal market conditions, the Fund:

* Will invest at least 80% of its total assets in equity securities of small
companies. These equity investments include:

o Common stock

o Convertible preferred stock

o Debt convertible or exchangeable into equity securities

Principal Risks

* The market value of securities acquired by the Fund declines.

o Value stocks fall out of favor relative to growth stocks.

o Smaller, less seasoned companies lose market share or profits to a greater
extent than larger, established companies as a result of deteriorating economic
conditions.

* A particular strategy does not produce the intended result or the portfolio
manager does not execute the strategy effectively.

* A company's earnings do not increase as expected.

An investment in the 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.

By itself, the Fund does not constitute a complete investment plan and should be
considered a long-term investment for investors who can afford to weather
changes in the value of their investment.

<PAGE>

SMALL COMPANY OPPORTUNITY FUND Risk/Return

Summary

Investment Performance

The bar chart and table shown below provide an indication of the risks of
investing in the Fund by showing changes in its performance for various time
periods.

The bar chart shows returns for Class G Shares of the Fund.

1990 -13.05%
1991 35.92%
1992 14.31%
1993 11.07%
1994 -2.18%
1995 26.76%
1996 19.47%
1997 31.18%
1998 -6.93%
1999

Past performance does not indicate future results.

The table shows how the average annual total returns for Class A and Class G
Shares of the Fund for one year, five years and ten years compare to those of a
broad-based market index. The figures shown in this table assume reinvestment of
dividends and distributions.

Average Annual Total Returns

(for the Periods ended Past Past Past
December 31, 1999) One Year 5 Years 10 Years

Class A Shares(1) ____% ____% ____%

Class G Shares ____% ____% ____%

Russell 2000 Index(2) ____% ____% ____%

(1) Performance prior to March 26, 1999, the Class A Shares inception date,
reflects the performance of Class G Shares, which has not been adjusted for the
expenses of Class A Shares.

(2) The Russell 2000 Index is a broad-based unmanaged index that represents the
general performance of domestically traded common stocks of small companies.

Fund Expenses

This section describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.

Shareholder Transaction Expenses
(paid directly from your investment)(1) Class A Class G

Maximum Sales Charge
Imposed on Purchases 5.75% NONE
(as a percentage of offering price)

Maximum Deferred
Sales Charge (as a percentage of NONE(2) NONE
the lower of purchase or sale price)

Maximum Sales Charge Imposed
on Reinvested Dividends NONE NONE

Redemption Fees NONE NONE

Exchange Fees NONE NONE

Annual Fund Operating Expenses (The Fund pays these expenses from its assets.)

Management Fees(3) 0.62% 0.62%

Distribution (12b-1) Fees 0.00% 0.50%

Other Expenses (includes a shareholder
servicing fee of 0.25% applicable to Class A Shares) 0.55% 0.35%

Total Fund Operating Expenses 1.17% 1.47%

Fee Waiver/Reimbursement (0.00)% (0.17)%

Net Expenses 1.17%(4) 1.30%(5)

(1) You may be charged additional fees if you buy, exchange, or sell shares
through a broker or agent.

(3) Management fees are based on the average daily net assets of the Fund at an
annual rate of 0.65% on the first $100 million, 0.55% on the next $100 million,
and 0.45% in excess of $200 million.

(4) The Adviser may waive its management fee and reimburse expenses , as allowed
by law, so that the net operating expenses of Class A Shares of the Fund will
equal ____%. The Adviser may terminate this waiver/reimbursement at any time to
the extent allowed by law.

(5) KAM has contractually agreed to waive its management fee or to reimburse
expenses, as allowed by law, to the extent necessary to maintain the net
operating expenses of Class G Shares of the Fund at a maximum of 1.30% until at
least April 1, 2001.

1 Year 3 Years 5 Years 10 Years

Class A $687 $925 $1,182 $1,914

Class G(1) $132 $449 $ 788 $1,745

(1) This Example assumes that net annual operating expenses for Class G of the
Fund will equal 1.30% until April 1, 2001 and will equal 1.47% thereafter.

<PAGE>

Investments

Under normal market conditions, the Fund purchases equity securities, including
common stock, preferred stock and securities that are convertible or
exchangeable into common stock of U.S. corporations.

For cash management or for temporary defensive purposes in response to market
conditions, the Fund may hold all or a portion of its assets in cash or
short-term money market instruments. This may reduce the benefit from any
upswing in the market and may cause the Fund to fail to meet its investment
objective.

For a more complete description of the types of securities in which the Fund can
invest, see the Statement of Additional Information (SAI).

Risk Factors

By matching your investment objective with an acceptable level of risk, you can
create your own customized investment plan.

An investment in the Fund is not a complete investment program.

This Prospectus describes the principal risks that you may assume as an investor
in the Fund. The Fund's price, yield, and total return will fluctuate.

The Fund is subject to the principal risks described below.

General risks:

<PAGE>

Risks associated with investing in equity securities:

Share Price

The daily NAV is useful to you as a shareholder because the NAV, multiplied by
the number of Fund shares you own gives you the value of your investment.

The Fund values its investments based on market value. When market quotations
are not readily available, the Fund values its investments based on fair value
methods approved by the Board of Trustees of the Victory Portfolios. Each Class
of the Fund calculates its NAV by adding up the total value of its investments
and other assets, subtracting its liabilities, and then dividing that figure by
the number of outstanding shares of the Class.

Total Assets-Liabilities

NAV = ----------------------------

Number of Shares Outstanding

You can find the Fund's net asset value each day in The Wall Street Journal and
other newspapers. Newspapers do not normally publish fund information until the
Fund reaches a specific number of shareholders or level of assets.

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Dividends, Distributions, and Taxes

Ordinarily, the Fund declares and pays dividends quarterly. Each class of shares
declares and pays dividends separately.

Distributions can be received in one of the following ways.

Reinvestment Option

Cash Option

A check will be mailed to you no later than seven days after the dividend pay
date.

Income Earned Option

You can automatically reinvest your dividends in additional shares of the Fund
and have your capital gains paid in cash, or reinvest capital gains and have
your dividends paid in cash.

Directed Dividends Option

Directed Bank Account Option

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The tax information in this Prospectus is provided as general information.
You should consult your own tax adviser about the tax consequences of an
investment in the Fund.