Dear Shareholder:
The Victory Prospectus for the following funds is being revised. This
information is important and is part of your Prospectus.
- --------------------------------------------------------------------------------
The Victory Portfolios
U.S. Government Obligations Fund
Prime Obligations Fund
Financial Reserves Fund
Tax-Free Money Market Fund
Ohio Municipal Money Market Fund
Supplement dated April 26, 1999
To the Prospectus dated March 1, 1999
1. On page 5, in the Risk/Return Summary for the U.S. Government Obligations
Fund, replace the performance table at the end of the "Investment
Performance" section with the following:
The table below shows the U.S. Government Obligations Fund's average annual
returns for one year, five years, and ten years for each class of shares.
The figures shown assume reinvestment of dividends and distributions.
<TABLE>
<CAPTION>
Average Annual Total Returns Past One Year Past Five Past Ten
(for the periods ended December 31, 1998) Years Years
<S> <C> <C> <C>
Investor Shares* 5.04% N/A N/A
--------------------------------------------------- --------------- -------------- -------------
Select Shares 4.78% 4.71% 5.13%
</TABLE>
*The average annual total return for Investor Shares since their inception
on January 8, 1997 is 5.12%.
2. On page 7, in the Risk/Return Summary for the Prime Obligations Fund,
replace the performance table at the end of the "Investment Performance"
section with the following:
The table below shows the Prime Obligations Fund's average annual returns
for one year, five years, and ten years. The figures shown assume
reinvestment of dividends and distributions.
<TABLE>
<CAPTION>
Average Annual Total Returns Past One Year Past Five Past Ten
(for the periods ended December 31, 1998) Years Years
<S> <C> <C> <C>
Class A Shares 4.94% 4.75% 5.30%
</TABLE>
<PAGE>
3. On page 9, in the Risk/Return Summary for the Financial Reserves Fund,
replace the performance table at the end of the "Investment Performance"
section with the following:
The table below shows the Financial Reserves Fund's average annual returns for
one year, five years, and ten years. The figures shown assume reinvestment of
dividends and distributions.
<TABLE>
<CAPTION>
Average Annual Total Returns Past One Year Past Five Years Past Ten Years
(for the periods ended December 31, 1998)
<S> <C> <C> <C>
Class A Shares 5.05% 4.91% 5.27%
</TABLE>
4. On page 11, in the Risk/Return Summary for the Tax-Free Money Market Fund,
replace the performance table at the end of the "Investment Performance"
section with the following:
The table below shows the Tax-Free Money Market Fund's average annual returns
for one year, five years, and ten years. The figures shown assume reinvestment
of dividends and distributions.
<TABLE>
<CAPTION>
Average Annual Total Returns Past One Year Past Five Years Past Ten Years
(for the periods ended December 31, 1998)
<S> <C> <C> <C>
Class A Shares 2.84% 2.95% 3.48%
</TABLE>
5. On page 13, in the Risk/Return Summary for the Ohio Municipal Money Market
Fund, replace the performance table at the end of the "Investment
Performance" section with the following:
The table below shows the Ohio Municipal Money Market Fund's average annual
returns for one year, five years, and ten years. The figures shown assume
reinvestment of dividends and distributions.
<TABLE>
<CAPTION>
Average Annual Total Returns Past One Year Past Five Years Past Ten Years
(for the periods ended December 31, 1998)
<S> <C> <C> <C>
Class A Shares 2.85% 2.96% 3.45%
</TABLE>
6. On pages 5, 7, 9, 11, and 13, in each Risk/Return Summary, add the
following to the end of the "Investment Performance" section.
The "seven-day yield" is an annualized figure -- the amount you would earn
if you kept your investment in the Fund and the Fund continued to earn the
same net interest income throughout the year.
The "seven-day effective yield" (also an annualized figure) assumes that
dividends are reinvested and compounded.
For the Fund's current seven-day yield and seven-day effective yield, call
the Fund at 800-539 FUND.
Please insert this Supplement in the front of your Prospectus. If you want to
obtain more information, please call the Funds at 800-539-FUND.
VF-MMMF-SUP
<PAGE>
Dear Shareholder:
The Victory Prospectus for the following funds is being revised. This
information is important and is part of your Prospectus.
- --------------------------------------------------------------------------------
The Victory Portfolios
Federal Money Market Fund
Institutional Money Market Fund
Supplement dated April 26, 1999
To the Prospectus dated March 1, 1999
1. On page 3, in the Risk/Return Summary for the Federal Money Market Fund,
replace the performance table at the end of the "Investment Performance"
section with the following:
The table below shows the Federal Money Market Fund's average annual
returns for one year, five years, and ten years for each class of shares.
The figures shown assume reinvestment of dividends and distributions.
<TABLE>
<CAPTION>
Average Annual Total Returns Past One Year Past Five Past Ten
(for the periods ended December 31, 1998) Years Years
<S> <C> <C> <C>
Investor Shares 5.28% 4.74% 5.20%
---------------------------------------------------- ---------------- --------------- -------------
Select Shares 3.92%* N/A N/A
</TABLE>
*The average annual total return figure for Select Shares reflects
performance since their inception on March 23, 1998 (not annualized).
2. On page 5, in the Risk/Return Summary for the Institutional Money Market
Fund, replace the performance table at the end of the "Investment
Performance" section with the following:
The table below shows the Institutional Money Market Fund's average annual
returns for one year, five years, and ten years for each class of shares.
The figures shown assume reinvestment of dividends and distributions.
<TABLE>
<CAPTION>
Average Annual Total Returns Past One Year Past Five Years Past Ten
(for the periods ended December 31, 1998) Years
<S> <C> <C> <C>
Investor Shares 5.45% 5.25% 5.58%
Select Shares* 5.15% N/A N/A
</TABLE>
*The average annual total return for Select Shares since their inception on
June 5, 1995 is 4.92%.
<PAGE>
3. On pages 3 and 5, in each Risk/Return Summary, add the following to the end
of the "Investment Performance" section.
The "seven-day yield" is an annualized figure -- the amount you would earn
if you kept your investment in the Fund and the Fund continued to earn the
same net interest income throughout the year.
The "seven-day effective yield" (also an annualized figure) assumes that
dividends are reinvested and compounded.
For the Fund's current seven-day yield and seven-day effective yield, call
the Fund at 800-539 FUND.
Please insert this Supplement in the front of your Prospectus. If you want to
obtain more information, please call the Funds at 800-539-FUND.
VF-FIMMF-SUP
<PAGE>
Dear Shareholder:
The Victory Lakefront Prospectus is being revised. This information is important
and is part of your Prospectus.
- --------------------------------------------------------------------------------
The Victory Portfolios
Lakefront Fund
Supplement dated April 26, 1999
To the Prospectus dated March 1, 1999
As Supplemented March 29, 1999
On page 3, in the Risk/Return Summary, in the "Fund Expenses" section, replace
the Annual Fund Operating Expenses table with the following:
The Annual Fund Operating Expenses table below illustrates the
estimated operating expenses that you will incur as a shareholder of
the Fund. The Fund pays these expenses from its assets.
Annual Fund Operating Expenses Class A
---------------------------------------------------------------- -----------
Management Fees 1.00%
---------------------------------------------------------------- -----------
Distribution (12b-1) Fees 0.00%
---------------------------------------------------------------- -----------
Other Expenses /1/ 5.45%
----
---------------------------------------------------------------- -----------
Total Fund Operating Expenses /2/ 6.45%
====
---------------------------------------------------------------- -----------
/1/ Includes a shareholder servicing fee of 0.25%.
/2/ The expenses shown are estimated based on historical
expenses of the Fund adjusted to reflect anticipated
expenses. For the fiscal year ended October 31, 1998,
the Adviser voluntarily waived its fee and reimbursed
certain expenses so that the Fund's net operating
expenses equaled 0.32%. For the fiscal year ending
October 31, 1999, the Adviser anticipates that it will
voluntarily waive its fee and/or reimburse expenses so
that the Fund's net operating expenses will equal
1.50%. The Adviser may terminate this waiver or
reimbursement at any time.
Please insert this Supplement in the front of your Prospectus. If you want to
obtain more information, please call the Fund at 800-539-FUND.
VL-VLF-SUP1
<PAGE>
THE VICTORY PORTFOLIOS
<TABLE>
<CAPTION>
<S> <C> <C>
Balanced Fund International Growth Fund Ohio Municipal Money Market Fund
Convertible Securities Fund Investment Quality Bond Fund Ohio Regional Stock Fund
Diversified Stock Fund Lakefront Fund Prime Obligations Fund
Federal Money Market Fund LifeChoice Conservative Investor Fund Real Estate Investment Fund
Financial Reserves Fund LifeChoice Moderate Investor Fund Small Company Opportunity Fund
Fund for Income LifeChoice Growth Investor Fund Special Value Fund
Government Mortgage Fund Limited Term Income Fund Stock Index Fund
Growth Fund National Municipal Bond Fund Tax-Free Money Market Fund
Institutional Money Market Fund New York Tax-Free Fund U.S. Government Obligations Fund
Intermediate Income Fund Ohio Municipal Bond Fund Value Fund
</TABLE>
Supplement dated April 26, 1999
To the Statement of Additional Information
dated March 1, 1999,
As supplemented March 29, 1999
The following revises certain information contained in the section entitled
"Instruments in which the Funds can invest."
1. On page 19, add the following under "Taxable Bond Funds -- Short-Term Debt
Obligations."
No limit (U.S. Gov't): Fund for Income
2. On page 19, add the following under "Taxable Bond Funds -- Receipts."
20%: Government Mortgage
3. On page 20, add the following under "Taxable Bond Funds -- Futures
Contracts and Options on Futures Contracts."
5% in margins and premiums; 33-1/3% subject to futures or options on
futures: Government Mortgage
4. On page 21, under "Equity Funds -- U.S. Equity Securities," delete the
Balanced Fund from the 45 to 70% category and add the following
information:
40 to 75%: Balanced
5. On page 21, add the following under "Equity Funds -- Foreign Equity
Securities Traded on a Foreign Exchange."
10%: Balanced
6. On page 21, under "Equity Funds -- Preferred Stock," delete the 80%
category and add the following information:
20%: Ohio Regional Stock
If you would like more information about the Victory Funds call 800-539-FUND or
Gradison McDonald at 800-869-5999 or 513-579-5999.
VF-SAI-SUP1
