SUPPLEMENT DATED DECEMBER 4, l998
TO PROSPECTUS DATED NOVEMBER 1, 1998
OF
GRADISON OHIO TAX-FREE INCOME FUND (the "Fund")
The Board of Trustees of the Trust has approved an Agreement
and Plan of Reorganization for the Fund. The Reorganization
is subject to the approval of the shareholders of the Fund
and the Board of Trustees of the Victory Portfolios. The
Reorganization will be submitted to shareholders at a
special meeting to be held early next year. There can be no
assurance that the shareholders of the Fund or the Board of
Trustees of the Victory Portfolios will approve the
Reorganization.
If the Reorganization of the Fund is approved, shareholders
will exchange their Fund shares for Class "G" shares of the
Victory Ohio Municipal Bond Fund. The shares ofreceived by
Gradison shareholders will have the same value as the total
value of their Gradison Fund shares on the effective date of
the Reorganization. (In other words, a shareholder who owns
$1,000 worth of Gradison Ohio Tax-Free Income Fund shares
will receive $1,000 worth of Class "G" shares of the Victory
Ohio Municipal Bond Fund.) The Fund will receive an opinion
of counsel to the effect that the exchange of shares will
not be taxable. The exchange will not be subject to any
sales charges. The Victory Ohio Municipal Bond Fund is an
existing mutual fund with similar investment objective and
policies as the Gradison Ohio Tax-Free Income Fund and is a
"Series" or "Portfolio" of the Victory Portfolios, an open-
end management investment company organized as a Delaware
business trust. Key Asset Management Inc. ("KAM") is
investment adviser for the Victory Portfolios. KAM is a
subsidiary of KeyBank National Association, a wholly-owned
subsidiary of KeyCorp.
