VICTORY PORTFOLIOS (Form: 485BPOS, Received: 10/31/2016 06:14:08)

Payments to Broker-Dealers and Other Financial Intermediaries

INCORE Total Return Bond Fund Summary

Investment Objective

The Fund seeks to provide a high level of current income. Its secondary objective is capital appreciation.

Fund Fees and Expenses

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your immediate family invest, or agree to invest in the future, at least $50,000 in the Victory Funds. More information about these and other discounts is available from your Investment Professional and in Investing with Victory on page 17 of the Fund's Prospectus and in Additional Purchase, Exchange and Redemption Information on page 40 of the Fund's Statement of Additional Information (SAI).

Shareholder Fees (paid directly from your investment)	Class A	Class C	Class R6	Class Y
Maximum Sales Charge Imposed on Purchases (load) (as a percentage of offering price)	2.00%	NONE	NONE	NONE
Maximum Deferred Sales Charge (load) (as a percentage of the lower of purchase or sale price)	NONE ¹	1.00% ²	NONE	NONE
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.40%	0.40%	0.40%	0.40%
Distribution (12b-1) Fees	0.25%	1.00%	0.00%	0.00%
Other Expenses	0.43%	0.60%	1.19%	0.21%
Acquired Fund Fees and Expenses	0.06%	0.06%	0.06%	0.06%
Total Annual Fund Operating Expenses	1.14%	2.06%	1.65%	0.67%
Fee Waiver/Expense Reimbursement ³	(0.23)%	(0.40)%	(1.01)%	(0.01)%
Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement ³	0.91%	1.66%	0.64%	0.66%

¹ A contingent deferred sales charge of 0.75% may be imposed on Class A shares with respect to purchases of $1,000,000 or more that are redeemed within 12 months of purchase. For additional information, see Choosing a Share Class beginning on page of the Prospectus.

² The Class C contingent deferred sales charge applies only to shares sold within 12 months of purchase.

³ Victory Capital Management Inc., the Fund's investment adviser ("Adviser"), has contractually agreed to waive its management fee and/or reimburse expenses so that the total annual operating expenses of Class A, C, R6 and Y shares of the Fund (excluding Acquired Fund Fees and Expenses and certain items such as interest, taxes and brokerage commissions) do not exceed 0.85%, 1.60%, 0.58% and 0.60%, respectively, until at least October 31, 2017, October 31, 2017, October 31, 2018 and October 31, 2017, respectively. The Adviser is permitted to recoup advisory fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place (including any amounts waived or reimbursed prior to October 31, 2014 by Munder Capital Management, investment adviser to the Fund's predecessor, Munder Bond Fund, a series of Munder Series Trust), subject to the lesser of: (a) any operating expense limits in effect at the time of the original waiver or expense reimbursement; or (b) at the time of recoupment. This agreement may only be terminated by the Fund's Board of Trustees.

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. The amounts shown reflect the fee waiver/expense reimbursement in place through the expiration date. 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	$291	$533	$793	$1,538
Class C (If you sell your shares at the end of the period.)	$269	$607	$1,072	$2,358
Class R6	$65	$316	$700	$1,779
Class Y	$67	$213	$372	$834

The following example makes the same assumptions as the example above, except that it assumes you do not sell your shares at the end of the period.

	1 Year	3 Years	5 Years	10 Years
Class C	$169	$607	$1,072	$2,358

Portfolio Turnover:

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover will generally indicate higher transaction costs, resulting in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal period, the Fund's portfolio turnover rate was 423% of the average value of its portfolio.

Principal Investment Strategy

The Adviser pursues the Fund's investment objectives by investing, under normal circumstances, at least 80% of the Fund's net assets in a broad range of bonds.

The Adviser uses bond market sector allocation, yield curve positioning, and comprehensive credit analysis to select securities for the Fund. Under normal market conditions, the average duration of the Fund's portfolio is expected to be between 3 and 7 years.

Bonds, also known as fixed income securities, in which the Fund may invest include without limitation: U.S. government securities, including securities issued by agencies or instrumentalities of the U.S. government; long- and short-term corporate debt obligations; mortgage-backed securities, including collateralized mortgage obligations (CMOs) and commercial mortgage-backed securities (CMBS); asset-backed securities, including collateralized debt obligations (CDOs); convertible bonds and notes; and U.S. dollar-denominated obligations of foreign governments, corporations and banks (i.e., Yankee Bonds).

The bonds in which the Fund will invest will generally be rated investment grade or better (BBB and above), or if unrated, of comparable quality. However, the Fund may invest up to 20% of its total assets in debt securities that are rated below investment grade or in comparable unrated securities. Lower quality or below-investment-grade debt securities are sometimes referred to as "high yield" securities or "junk bonds."

The Fund may purchase or sell securities on a when-issued, to-be-announced (TBA), delayed delivery or forward commitment basis and may engage in short-term trading of portfolio securities. There is no limitation on the maturity of any specific security the Fund may purchase, and the Fund may sell any security before it matures. The Fund may also utilize dollar roll transactions to obtain market exposure to certain types of securities, particularly mortgage-backed securities. The Fund may invest in loans of any maturity and credit quality.

The Fund may enter into exchange-traded or over-the-counter derivatives transactions of any kind, such as futures contracts (both long and short positions) and options on futures. The Fund may enter into credit derivatives, including credit default swaps and credit default index investments. The Fund may use these investments (i) as alternatives to direct long or short investment in a particular security, (ii) to adjust the Fund’s asset allocation or risk exposure, or (iii) for hedging purposes.

The Fund also may enter into exchange-traded or over-the-counter foreign currency exchange transactions, including currency futures, forward, and options transactions. The Fund may enter into any of these transactions for a variety of purposes, including, but not limited to, hedging various risks such as credit risk, interest rate risk, currency risk, and liquidity risk; taking a net long or short position in certain investments or markets; providing liquidity in the Fund; equitizing cash; minimizing transaction costs; generating income; adjusting the Fund's sensitivity to interest rate risk, currency risk, or other risk; replicating certain direct investments; and asset and sector allocation.

The Adviser may invest in investment companies, including exchange-traded funds (ETFs), for cash management purposes or to seek exposure to a particular asset class.

Although the Fund will primarily be invested in domestic securities, up to 20% of the Fund's assets may be invested in foreign securities, which may be denominated in foreign currencies.

Principal Risks

The Fund's investments are subject to the following principal risks:

Credit Derivatives Risk. The use by the Fund of credit default swaps may have the effect of creating a short position in a security. These investments can create investment leverage and may create additional investment risks that may subject the Fund to greater volatility than investments in more traditional securities.
Currency Risk. The value of the Fund’s assets may be affected favorably or unfavorably by currency exchange rates, currency exchange control regulations, and restrictions or prohibitions on the repatriation of foreign currencies. The Fund, may, but will not necessarily, engage in forward foreign-currency exchange transactions to attempt to protect against changes in currency exchange rates.
Debt Securities Risk. The value of a debt security or other income-producing security changes in response to various factors, including, by way of example, market-related factors (such as changes in interest rates or changes in the risk appetite of investors generally) and changes in the actual or perceived ability of the issuer (or of issuers generally) to meet its (or their) obligations.
Derivatives Risk. Derivative instruments, including futures and credit default swap contracts, may not perfectly replicate direct investment in the security. Derivatives also entail exposure to counterparty credit risk, the risk of mispricing or improper valuation, and the risk that small price movements can result in substantial gains or losses.
Foreign Securities Risk. Foreign securities are subject to political, regulatory, and economic risks not present in domestic investments. In addition, when the Fund buys securities denominated in a foreign currency, there are special risks such as changes in currency exchange rates and the risk that a foreign government could regulate foreign exchange transactions. In addition, to the extent investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund.
High-Yield/Junk Bond Risk. Lower-quality debt securities can involve a substantially greater risk of default than higher quality debt securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about the issuer, or the market or economy in general.
Liquidity Risk. Lack of a ready market or restrictions on resale may limit the Fund’s ability to sell a security at an advantageous time or price. Adverse market or economic conditions, including rising interest rates, may adversely affect the liquidity of the Fund’s investments. In addition, the Fund, by itself or together with other accounts managed by the Adviser, may hold a position in a security that is large relative to the typical trading volume for that security, which can make it difficult for the Fund to dispose of the position at an advantageous time or price. Illiquid securities and relatively less liquid securities may also be difficult to value.
Loan Risk. Investments in loans are generally subject to the same risks as investments in other types of debt securities, including, in many cases, investments in high-yield/junk bonds. There may be limited public information available regarding the loan. They may be difficult to value and may be illiquid. The receipt of principal and interest on some loans may be subject to the credit risk of a financial institution that issues or administers the loan. Transactions in loans often settle on a delayed basis, and the Fund may not receive the proceeds from the sale of a loan for a substantial period of time after the sale. In certain circumstances, the Fund may not have the same protections available to investors under the federal securities laws.
Management Risk. The Adviser may not execute the Fund's principal investment strategy effectively.
Mortgage and Asset Backed Securities Risk. The market price of the mortgage-backed securities in a mortgage dollar roll transaction may drop below their future purchase price. In addition, investment in mortgage dollar rolls may significantly increase the Fund’s portfolio turnover rate. To the extent the Fund buys and sells securities actively, it could have higher expenses (which reduces returns to shareholders) and higher taxable distributions.
Portfolio Turnover Risk. Frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income.
Underlying Investment Vehicle Risk. An investment company or similar vehicle (including an ETF) in which the Fund invests may not achieve its investment objective. Underlying investment vehicles are subject to investment advisory and other expenses, which will be indirectly paid by the Fund.
When-Issued, TBA and Delayed Delivery. The market value of the security issued on a when-issued, to-be-announced or delayed-delivery basis may change before the delivery date, which may adversely impact the Fund’s NAV. There is also the risk that a party fails to deliver the security on time or at all.

You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective.

An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) 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.

Investment Performance

The bar chart and table that follow indicate the risks of investing in the Fund. We assume reinvestment of dividends and distributions.

The table shows how the average annual total returns for Class A, Class C and Class Y shares of the Fund, including applicable maximum sales charges, compare to those of a broad measure of market performance. We calculate after-tax returns using the historical highest individual federal marginal income tax rates and we do not reflect the effect of state and local taxes. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant if you own your Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only one class and after-tax returns for other classes will vary. The Fund's past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. Updated performance information is available on the Fund's website at VictoryFunds.com.

Performance of Class A, Class C and Class Y shares prior to October 31, 2014 reflects the performance of, respectively, the Class A, Class C and Class Y shares of the Munder Bond Fund, a series of Munder Series Trust (the predecessor to the Fund managed by Munder Capital Management ("MST Munder Bond Fund")). The Fund's performance has not been restated to reflect any differences in the expenses of the MST Munder Bond Fund. The MST Munder Bond Fund commenced operations, and the Class Y shares were first offered on December 1, 1991. Class A shares were first offered on December 9, 1992 and Class C shares were first offered on March 25, 1996. Class R6 shares were first offered on March 4, 2015. Past performance information is not presented for class R6 shares as the share class does not yet have a full calendar year of performance history.

Calendar Year Returns for Class Y Shares

(The annual return in the bar chart is for the Fund's least expensive class of shares, Class Y shares. Due to differing sales charges and expenses, the performance of classes not shown in the bar chart will differ.)

YTD through 9/30/16: 6.37%
Highest/lowest quarterly results during this time period were:

Highest	6.22% (quarter ended September 30, 2009)
Lowest	-2.51% (quarter ended June 30, 2013)

Average Annual Total Returns (For the Periods ended December 31, 2015)	1 Year	5 Years	10 Years
CLASS Y
Before Taxes	-1.52%	3.51%	4.39%
After Taxes on Distributions	-2.88%	2.07%	2.79%
After Taxes on Distributions and Sale of Fund Shares	-0.85%	2.11%	2.77%
CLASS A
Before Taxes	-3.71%	2.85%	3.92%
CLASS C
Before Taxes	-3.42%	2.50%	3.36%
INDEX
Barclays U.S. Aggregate Bond Index Index returns reflect no deduction for fees, expenses or taxes.	0.55%	3.25%	4.51%

Management of the Fund

Investment Adviser

Victory Capital Management Inc. ("Adviser") serves as the Fund's investment adviser. The portfolio managers primarily responsible for day-to-day management of the Fund are members of the Adviser's INCORE Capital Management ("INCORE") investment team (referred to as an investment franchise).

Portfolio Managers

Edward D. Goard is a Managing Director and a Chief Investment Officer of INCORE and has been a Portfolio Manager of the Fund (including its predecessor fund) since 2009.

Richard A. Consul is a Senior Portfolio Manager of INCORE and has been a Portfolio Manager of the Fund (including its predecessor fund) since 2012.

S. Brad Fush is a Director — Fixed Income Credit Research of INCORE and has been a Portfolio Manager of the Fund (including its predecessor fund) since 2012.

James R. Kelts is a Senior Portfolio Manager of INCORE and has been a Portfolio Manager of the Fund (including its predecessor fund) since 2012.

Gregory D. Oviatt is a Senior Portfolio Manager of INCORE and has been a Portfolio Manager of the Fund (including its predecessor fund) since 2012.

Purchase and Sale of Fund Shares

The minimum initial purchase is $2,500 for regular accounts and $1,000 for IRAs, gifts to minors, and purchases through an automatic investment plan. The minimum subsequent investment is $50. We may reduce or waive the minimums in some cases.

You may redeem your shares on any day the Fund is open for business. Redemption requests may be made by telephone (with prior appropriate approval) or by mail.

When you buy and redeem shares, the Fund will price your transaction at the next-determined net asset value (NAV) after the Fund receives your request in good order, which means that your request contains all the required documentation, and that all documents contain required signatures or signature guarantees from a financial institution.

Tax Information

The Fund's distributions are taxable whether you receive them in cash, additional shares of the Fund or you reinvest them in shares of another Victory Fund, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Taxes may be imposed on withdrawals from tax-deferred arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services for investments in all classes except Class R6. These payments may create a conflict of interest by influencing the financial intermediary and its salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary's website for more information.

Additional Fund Information

Victory Capital Management Inc., which we refer to as the "Adviser" throughout the Prospectus, manages the Fund.

The INCORE Total Return Bond Fund (the "Fund") is managed by the Adviser, who also manages other funds, each having distinct investment management objectives, strategies, risks, and policies. Together, these funds are referred to in this Prospectus as the Victory Funds or, more simply, the "Funds."

The following section describes additional information about the principal investment strategy that the Fund will use under normal market conditions to pursue its investment objective. Keep in mind that for cash management purposes, the Fund may hold all or a portion of its assets in cash, short-term money market instruments or shares of other investment companies. This may reduce the benefit from any upswing in the market and may cause the Fund to fail to meet its investment objective.

The Fund will not change its 80% policy unless it notifies shareholders at least 60 days in advance. For purposes of the Fund's investment strategy, "net assets" includes any borrowings for investment purposes.

If you would like to receive additional copies of any materials, please call the Victory Funds at 800-539-FUND (800-539-3863) or please visit VictoryFunds.com.

Investments

The following describes the types of securities the Fund may purchase under normal market conditions to achieve its principal investment strategy. The Fund will not necessarily buy all of the securities listed below.

U.S. Government Securities ¹

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 or instrumentality. There is no guarantee that the U.S. government will provide support to U.S. agencies or instrumentalities if they are unable to meet their obligations.

U.S. Government Instrumentalities ¹

Securities issued by U.S. government instrumentalities such as: the Student Loan Marketing Association ("SLMA" or Sallie Mae), The Federal Farm Credit Bank ("FFCB"), and Federal Home Loan Banks. Certain instrumentalities are "wholly-owned Government corporations," such as the Tennessee Valley Authority ("TVA").

Corporate Debt Obligations

Debt instruments issued by corporations. They may be secured or unsecured.

Convertible or Exchangeable Corporate Debt Obligations

Debt instruments that may be exchanged or converted to other securities.

Loans

Debt obligations of companies or other entities that are typically structured and administered by a financial institution that acts as the agent of the lenders participating in the loan. A loan may be acquired directly in a transaction arranged through an agent or by assignment from another holder of the loan.

Mortgage-Backed Securities

Instruments secured by a mortgage or pools of mortgages.

Mortgage Dollar Rolls

Repurchase transactions in which the Fund may agree to sell a mortgage-backed security for settlement on one date and buy back the same security for settlement on a later date at a lower price.

When-Issued, To-Be-Announced ("TBA") and Delayed-Delivery Securities

Securities that are purchased or sold for delivery at a later time. In a TBA transaction, a seller generally agrees to deliver a mortgage-backed security meeting certain criteria at a future date.

Zero Coupon Bonds

Debt instruments that are purchased at a discount from face value. The bond's face value is received at maturity, with no interest payments before then.

International Bonds

Debt instruments issued by non-domestic issuers, including those traded in U.S. dollars such as Yankee Bonds and Eurodollar Bonds.

Asset Backed Securities

Debt securities backed by loans or accounts receivable originated by banks, credit card companies, student loan issuers, or other providers of credit. These securities may be enhanced by a bank letter of credit or by insurance coverage provided by a third party.

Derivatives

Derivative instruments are financial contracts whose value is based on an underlying security or asset, a currency exchange rate, an interest rate or a market index. Many types of instruments representing a wide range of potential risks and rewards are derivatives, including credit default swap contracts, swaps, futures contracts (both short and long positions), options on futures contracts, options, and forward currency exchange contracts. An Underlying Fund may use derivatives for hedging (attempting to reduce risk by offsetting one investment position with another), for cash management (attempting to remain fully invested while maintaining liquidity), for managing certain risks (such as yield curve exposure, interest rate risk or credit risk), to generate income, to gain exposure to an investment in a manner other than investing in the asset directly or for any other permissible purpose. Hedging may relate to a specific investment, a group of investments, or a Fund's portfolio as a whole. Currently, some swaps may be negotiated bilaterally and others may be subject to mandatory clearing and exchange trading requirements. These requirements may decrease counterparty exposure and increase liquidity, but will not make swap transactions risk free.

Investment Companies

The Fund may invest in securities of other investment companies, including ETFs, if those companies invest in securities consistent with the Fund's investment objective and policies. ETFs are investment companies the shares of which are bought and sold on a securities exchange.

¹ Obligations of entities such as the GNMA are backed by the full faith and credit of the U.S. Treasury. Others, such as the FNMA, SLMA, FHLB, FHLMC, FMAC and TVA are supported by the right of the issuer to borrow from the U.S. Treasury. FFCB is supported only by the credit of the federal instrumentality. See the SAI for more information about investments in obligations of U.S. government instrumentalities and wholly-owned government corporations.

The Adviser may use other types of investment strategies in pursuing the Fund's overall investment objective. The following describes the types of securities that the Adviser may purchase or investment techniques the Adviser may employ that are not considered to be a part of the Fund's principal investment strategies. Additional securities and techniques are described in the Fund's SAI.

Securities Lending

To enhance the return on its portfolio, the Fund may lend portfolio securities to brokers, dealers and financial institutions to realize additional income under guidelines adopted by the Board. Each loan will be secured continuously by collateral in the form of cash, high quality money market instruments or securities issued by the U.S. government or its agencies or instrumentalities.

Risk Factors

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

The following describes the principal risks that you may assume as an investor in the Fund.

General risks

Market risk is the risk that the market value of a security may decline in response to developments affecting individual companies and/or general economic conditions. Market risk may affect a single issuer, an industry, a sector of the economy, or the entire market. Price changes may be temporary or last for extended periods. For example, stock prices have historically fluctuated in periodic cycles.
Manager risk is the risk that the Fund's portfolio manager may implement its investment strategy in a way that does not produce the intended result.

Debt security risks

Interest rate risk is the risk that the value of a security will decline if interest rates rise. 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. In addition, during periods of increased market volatility, the market values of fixed income securities may be more sensitive to changes in interest rates. Interest rates may rise or the rate of inflation may increase, impacting the value of investments in fixed income securities. A debt issuer’s credit quality may be downgraded or an issuer may default. Interest rates may fluctuate due to changes in governmental fiscal policy initiatives and resulting market reaction to those initiatives.
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 interest income and prepayments on a security the Fund receives will have to be reinvested 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. Credit risk is measured by NRSROs such as Standard & Poor's (S&P), Fitch, Inc., and Moody's Investor Service (Moody's).
Liquidity risk is the risk that a lack of a ready market or restrictions on resale may limit the Fund’s ability to sell a security at an advantageous time or price. Adverse market or economic conditions, including rising interest rates, may adversely affect the liquidity of the Fund’s investments and may lead to increased redemptions. In addition, the Fund, by itself or together with other accounts managed by the Adviser, may hold a position in a security that is large relative to the typical trading volume for that security, which can make it difficult for the Fund to dispose of the position at an advantageous time or price. Illiquid securities and relatively less liquid securities may also be difficult to value. Over recent years, the capacity of dealers to make markets in fixed income securities has been outpaced by the growth in the size of the fixed income markets. Liquidity risk may be magnified in a rising interest rate environment or when investor redemptions from fixed income funds may be higher than normal, due to the increased supply in the market that would result from selling activity.

Mortgage-related risks

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. Interest rate levels and other factors may affect the frequency of mortgage prepayments, which in turn can affect the average life of a pool of mortgage-related securities. 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.
Extension risk is the risk that the rate of anticipated prepayments of 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 tends to be more volatile.

Mortgage dollar roll risk

A dollar roll involves potential risks of loss that are different from those related to the securities underlying the transactions. The use of dollar rolls can increase the volatility of the Fund's share price, and it may adversely impact on performance unless the Adviser correctly predicts mortgage prepayments and interest rates. Since the counterparty in the transaction is required to deliver a similar, but not identical, security to the Fund, the security that the Fund is required to buy under the dollar roll may be worth less than an identical security. There is no assurance that the Fund's use of cash that it receives from a dollar roll will provide a return that exceeds borrowing costs. In addition, investment in mortgage dollar rolls may significantly increase the Fund's portfolio turnover rate, which can increase the Fund's expenses and decrease returns.

When-issued, TBA and delayed-delivery securities risk

The market value of the security issued on a when-issued, TBA or delayed-delivery basis may change before the delivery date, which may adversely impact the Fund's NAV. There is also the risk that a party fails to deliver the security on time or at all.

Below-investment-grade securities risk

Below-investment-grade securities ("junk bonds") are subject to certain risks in addition to those risks associated with higher-rated securities. Below-investment-grade securities may be more susceptible to real or perceived adverse economic conditions, which may cause them to be downgraded or default, less liquid, and more difficult to evaluate than investment-grade securities. See the Appendix in the back of the prospectus.

Active trading risk

To the extent the Fund buys and sells securities actively, it could have higher expenses (which reduces returns to shareholders) and higher taxable distributions. While it is not an investment strategy to actively trade the Fund's portfolio, the Adviser may from time to time do so, generating portfolio turnover rates in excess of 100%.

Foreign investments risk

Foreign securities, including ADRs and GDRs, tend to be more volatile and less liquid than U.S. securities. Further, foreign securities may be subject to additional risks not associated with investment in U.S. securities due to differences in the economic and political environment, the amount of available public information, the degree of market regulation, and financial reporting, accounting and auditing standards, and, in the case of foreign currency-denominated securities, fluctuations in currency exchange rates. In addition, during periods of social, political or economic instability in a country or region, the value of a foreign security could be affected by, among other things, increasing price volatility, illiquidity or the closure of the primary market on which the security is traded. In addition to foreign securities, the Fund may be exposed to foreign markets as a result of the Fund's investments in U.S. companies that have international exposure.

Derivatives risks

The use of derivative instruments, such as futures contracts and credit default swaps, exposes the Fund to additional risks and transaction costs. Risks of derivative instruments include: (1) the risk that interest rates, securities prices, asset values, and currency markets will not move in the direction that a portfolio manager anticipates; (2) imperfect correlation between the price of derivative instruments and movements in the prices of the securities, assets, interest rates or currencies being hedged; (3) the fact that skills needed to use these strategies are different than those needed to select portfolio securities; (4) the possible absence of a liquid secondary market for any particular instrument and possible exchange imposed price fluctuation limits, either of which may make it difficult or impossible to close out a position when desired; (5) the risk that adverse price movements in an instrument can result in a loss substantially greater than the Fund's initial investment in that instrument (in some cases, the potential loss is unlimited); (6) particularly in the case of privately-negotiated instruments, the risk that the counterparty will not perform its obligations, which could leave the Fund worse off than if it had not entered into the position; and (7) the inability to close out certain hedged positions to avoid adverse tax consequences.

Investment company risk

The Fund's ability to achieve its investment objective may be directly related to the ability of the Underlying Funds (including ETFs) held by the Fund to meet their investment objectives. In addition, shareholders of the Fund will indirectly bear the fees and expenses of the underlying investment companies. Lack of liquidity in an ETF could result in an ETF being more volatile than the underlying portfolio of securities.

Loan risk

Investments in loans are generally subject to the same risks as investments in other types of debt securities, including, in many cases, investments in high-yield/junk bonds. There may be limited public information available regarding the loan. They may be difficult to value and may be illiquid. If the Fund holds a loan through another financial institution, or relies on a financial institution to administer the loan, its receipt of principal and interest on the loan may be subject to the credit risk of that financial institution. It is possible that any collateral securing a loan may be insufficient or unavailable to the Fund, and that the Fund’s rights to collateral may be limited by bankruptcy or insolvency laws. Transactions in loans often settle on a delayed basis, and the Fund may not receive the proceeds from the sale of a loan for a substantial period of time after the sale. In certain circumstances, bank loans may not be deemed to be securities. As a result, the Fund may not have the same protections as securities under the provisions of the federal securities laws. In such cases, the Fund generally must rely on the contractual provisions in the loan agreement and common-law fraud protections under applicable state law.

The Adviser may use several types of investment strategies in pursuing the Fund's overall investment objective. The following risks are those that the Adviser does not consider to be principal risks of the Fund. Additional risks are included in the Fund's SAI.

Securities lending risk

The risk in lending portfolio securities, as with other extensions of credit, consists of the possibility of loss to the Fund due to (1) the inability of the borrower to return the securities, (2) a delay in receiving additional collateral to adequately cover any fluctuations in the value of securities on loan, (3) a delay in recovery of the securities, or (4) the loss of rights in the collateral should the borrower fail financially. In addition, the Fund is responsible for any loss that might result from its investment of the borrower’s collateral. In determining whether to lend securities, the Adviser or the Fund's securities lending agent will consider relevant facts and circumstances, including the creditworthiness of the borrower.

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

Organization and Management of the Fund

The Trust's Board of Trustees has the overall responsibility for overseeing the management of the Fund.

The Investment Adviser

The Trust has an Advisory Agreement with Victory Capital Management Inc. ("Adviser"). The Adviser is a New York corporation registered as an investment adviser with the SEC. The Adviser oversees the operations of the Fund according to investment policies and procedures adopted by the Board of Trustees. As of September 30, 2016, the Adviser and its affiliates managed or advised assets totaling in excess of $51.3 billion for individual and institutional clients. The Adviser's address is 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144.

The Adviser is a multi-boutique asset manager comprised of multiple investment teams, referred to as investment franchises, each of which utilizes an independent approach to investing. INCORE Capital Management ("INCORE") is the investment franchise responsible for management of the Fund.

For its fiscal year ended June 30, 2016, the Fund paid advisory fees, before waivers, at an annual rate of 0.40% of the average daily net assets of the Fund.

A discussion of the Board's most recent considerations in approving the Advisory Agreement is available in the Fund's semi-annual report for the period ended December 31, 2015.

From time to time, the Adviser may voluntarily waive fees and/or reimburse expenses in amounts exceeding those required to be waived or reimbursed under any contractual agreement that may be in place with respect to the Fund.

Portfolio Management

Richard A. Consul, S. Brad Fush, Edward D. Goard, James R. Kelts and Gregory D. Oviatt are Co-Portfolio Managers of the Fund. Each team member has a vote on investment decisions for the Fund and Mr. Goard has tie-breaking and veto authority.

Mr. Goard is a Managing Director and a Chief Investment Officer of INCORE and has been with the Adviser since 2014. From 2007-2014, Mr. Goard was an investment professional with Munder Capital Management, where he was a member of the portfolio management team of the Fund's predecessor fund since 2009. Mr. Goard is a CFA charterholder.

Mr. Consul is a Senior Portfolio Manager of INCORE and has been with the Adviser since 2014. From 2010-2014, Mr. Consul was an investment professional with Munder Capital Management, where he was a member of the portfolio management team of the Fund's predecessor fund since 2012. Prior to that, Mr. Consul was a foreign exchange currency trader and a futures/options trader specializing in crude oil for a commodities hedge fund portfolio. Mr. Consul is a CFA charterholder.

Mr. Fush is a Director — Fixed Income Credit Research of INCORE and has been with the Adviser since 2014. From 2000-2014, Mr. Fush was an investment professional with Munder Capital Management, where he was a member of the portfolio management team of the Fund's predecessor fund since 2012. Mr. Fush is a CFA charterholder.

Mr. Kelts is a Senior Portfolio Manager of INCORE and has been with the Adviser since 2014. From 2003-2014, Mr. Kelts was an investment professional with Munder Capital Management, where he was a member of the portfolio management team of the Fund's predecessor fund since 2012. Mr. Kelts is a CFA charterholder.

Mr. Oviatt is a Senior Portfolio Manager of INCORE and has been with the Adviser since 2014. From 2000-2014, Mr. Oviatt was an investment professional with Munder Capital Management, where he was a member of the portfolio management team of the Fund's predecessor fund since 2012. Mr. Oviatt is a CFA charterholder.

The Fund's SAI provides additional information about the portfolio managers' method of compensation, other accounts managed by the portfolio managers and the portfolio managers' ownership of securities in the Fund.

Investing with Victory

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

If you are looking for a convenient way to open an account or to add money to an existing account, we 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, Class C, Class R6 or Class Y shares of the Fund. Class Y shares are available for purchase only by eligible shareholders. The following sections describe how to open an account, how to access information about your account, and how to buy, exchange, and sell shares of the Fund. Note, this information will vary if you invest through a third party Investment Professional such as a brokerage firm and will be dependent on that firm's policies and practices. Consult your Investment Professional for specific details.

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.

Important information about sales load breakpoints

The Fund charges a front-end sales load on purchases of Class A shares. The sales charge is lower for larger investments. The investment levels required to obtain a reduced sales load are commonly referred to as "breakpoints."

In order to obtain a breakpoint discount, you must inform your Investment Professional at the time you purchase shares of the existence of the other Victory accounts or purchases of Victory Funds that are eligible to be linked for the purpose of calculating the initial sales charge. The Fund or your Investment Professional may ask you for records or other information about other Victory Funds held in your accounts and linked accounts, including accounts opened with a different Investment Professional.

You can find additional information regarding sales charges and their reductions, free of charge, on the Fund's website, VictoryFunds.com, by clicking on Victory Portfolios' Mutual Fund Pricing Policies . Information regarding sales charges is also included in the Fund's SAI.

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 NAV, each business day as of the close of regular trading on the New York Stock Exchange, Inc. ("NYSE"), which is normally 4:00 p.m. Eastern Time, but may be earlier or later on some days. 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 business day is a day on which the NYSE and the bond market are open. If the Securities Industry and Financial Markets Association ("SIFMA") recommends that government securities dealers close before the close of regular trading on the NYSE (the Alternative Closing Time), the Fund reserves the right to refuse any purchase or redemption order received after the Alternative Closing Time. If the Fund closes at the Alternative Closing Time, its NAV will be calculated as of the Alternative Closing Time. You may not be able to buy or sell shares on Columbus Day and Veterans Day, holidays when the Federal Reserve Bank of Cleveland is closed, but the NYSE and other financial markets are open.

To the extent the Fund's investments include securities that are primarily traded in foreign markets, the value of those securities may change on days when shareholders are unable to purchase and redeem the Fund's shares, such as on weekends or other days when the Fund does not price its shares.

The Fund prices its investments based on market value when market quotations are readily available. When these quotations are not readily available, the Fund will price its investments at fair value according to procedures approved by the Board of Trustees. The Fund will fair value a security when:

Trading in the security has been halted;
The market quotation for the security is clearly erroneous due to a clerical error;
The security's liquidity decreases such that, in the Adviser's opinion, the market quotation has become stale; or
An event occurs after the close of the trading market (but before the Fund's NAV is calculated) that, in the Adviser's opinion, materially affects the value of the security.

The use of fair value pricing may minimize arbitrage opportunities that attempt to exploit the differences between a security's market quotation and its fair value. The use of fair value pricing may not, however, always reflect a security's actual market value in light of subsequent relevant information, and the security's opening price on the next trading day may be different from the fair value price assigned to the security.

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

You may be able to find the Fund's NAV 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. You may also find the Fund's NAV by calling 800-539-3863 or by visiting the Fund's website at VictoryFunds.com.

Choosing a Share Class

CLASS A

Front-end sales charge, as described in this section. There are several ways to reduce or eliminate this charge.
A contingent deferred sales charge (CDSC) may be imposed if you sell your shares within twelve months of their purchase.
Class A shares also pay ongoing distribution and/or service (12b-1) fees.
Lower annual expenses than Class C shares.

CLASS C

No front-end sales charge. All your money goes to work for you right away.
A CDSC may be imposed if you sell your shares within twelve months of their purchase.
Class C shares also pay ongoing distribution and/or service (12b-1) fees.
Higher annual expenses than all other classes of shares.

CLASS R6

No front-end sales charge or CDSC. All your money goes to work for you right away.
Class R6 shares do not pay any ongoing distribution and/or service (12b-1) fees.
Class R6 shares are only available to certain investors.
Lower annual expenses than all other classes of shares.

CLASS Y

No front-end sales charge or CDSC. All your money goes to work for you right away.
Class Y shares do not pay any ongoing distribution and/or service (12b-1) fees.
Class Y shares are only available to certain investors.
Lower annual expenses than all other classes of shares except Class R6 shares.

Share Classes

An Investment Professional is an investment consultant, salesperson, financial planner, investment adviser, or trust officer who provides you with investment information. Your Investment Professional also can help you decide which share class is best for you. Investment Professionals and other intermediaries may charge fees for their services.

The Fund offers Class A, Class C, Class R6 and Class Y shares. Each share class represents investments in the same portfolio of securities, but each class has its own sales charge and expense structure, allowing you and your Investment Professional to choose the class that best suits your investment needs. When you purchase shares of the Fund, you must choose a share class.

Deciding which share class best suits your situation depends on a number of factors that you should discuss with your Investment Professional, including: how long you expect to hold your investment, how much you intend to invest, and the total expenses associated with each share class.

Also, not all Victory Funds offer all classes of shares, and some classes of shares are available for purchase only by eligible shareholders.

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.

The Fund reserves the right, without notice, to change the eligibility criteria for purchasing a particular share class. For example, a class of shares may be available to purchase only by retirement plans or by institutional investors. The Fund may also waive any applicable eligibility criteria or investment minimums at its discretion.

The Fund or any class may be terminated at any time for failure to achieve an economical level of assets or for other reasons.

Calculation of Sales Charges for Class A Shares

For historical expense information, see the "Financial Highlights" at the end of this Prospectus.

Class A shares are sold at their public offering price, which is the net asset value ("NAV") plus the applicable initial sales charge. The sales charge percentage decreases as the amount that you invest increases. The current sales charge rates are listed below:

Your Investment in the Fund	Sales Charge as a % of Offering Price	Sales Charge as a % of 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 ¹	0.00%	0.00%

¹ A contingent deferred sales charge (CDSC) of 0.75% may be imposed on certain redemptions of Class A shares purchased without an initial sales charge if any of those shares are redeemed in the first year after purchase. This charge will be based on either the cost of the shares or NAV at the time of redemption, whichever is lower. No CDSC is imposed on shares representing reinvested distributions. You may be eligible for a reduction or waiver of this CDSC under certain circumstances. See the SAI for details. The Fund makes available, free of charge, information relating to sales charges on its website at VictoryFunds.com.

Sales Charge Reductions and Waivers for Class A Shares

There are several ways you can combine multiple purchases of Class A shares of the Victory Funds to take advantage of reduced sales charges and, in some cases, eliminate sales charges.

In order to obtain a Class A sales charge reduction or waiver, you must provide your Investment Professional, financial intermediary or the Fund's transfer agent, at the time of purchase, current information regarding shares of any Victory Funds held in other accounts. Such information must include account statements or other records (including written representations from the intermediary holding the shares) that indicate that a sales charge was paid regarding shares of the Victory Funds held in: (i) all accounts (e.g., retirement accounts) with the Victory Funds and your Investment Professional; (ii) accounts with other financial intermediaries; and (iii) accounts in the name of immediate family household members (spouse or domestic partner and children under 21).

You may reduce or eliminate the sales charge in the following cases:

Purchases sufficient to reach a breakpoint (see Investing with Victory — Important information about sales load breakpoints ).
If you anticipate purchasing $50,000 or more of shares of the Fund, or in combination with Class A shares of other Victory Funds (excluding those Funds that do not impose a sales charge), within a 13-month period, you may obtain the shares at the same reduced sales charge as though the total quantity were invested in one lump sum. In order to qualify for the reduced sales charge, you must file a non-binding Letter of Intent (the "Letter") within 90 days of the start of the purchases. Each investment you make after signing the Letter will be entitled to the sales charge applicable to the total investment indicated in the Letter. You must start with a minimum initial investment of at least 5.00% of the total amount you intend to purchase. A portion of the shares purchased under the Letter will be held in escrow until the total investment has been completed. In the event the Letter is not completed, sufficient escrowed shares will be redeemed to pay any applicable front-end sales charges.
Rights of Accumulation allow you to add the value of any Class A shares of the Fund that you already own (excluding shares sold without a sales charge) to the amount of your next Class A investment to determine if your additional investment will qualify for a reduced sales charge. The value of the Class A shares you already own will be calculated by using the greater of the current value or the original investment amount.
The Combination Privilege allows you to combine the value of Class A shares you own in accounts of multiple Victory Funds (subject to limitations applicable to certain Victory Funds and excluding shares sold without a sales charge) and in accounts of household members of your immediate family (spouse or domestic partner and children under 21) to achieve a reduced sales charge on your added investment.
The Reinstatement Privilege permits an investor, within 90 days of a redemption of Class A shares of the Fund, to reinvest all or part of the redemption proceeds in the Class A shares of any Victory Fund at the NAV next computed after receipt by the transfer agent of the reinvestment order. No service charge is currently imposed on reinvestment in shares of the Fund.
The Victory Funds will completely waive the sales charge for Class A shares in the following cases:

Purchases of $1,000,000 or more.
Purchases by:

current and retired Victory Fund trustees or officers;
directors, trustees, employees, and family members of employees of the Adviser or "Affiliated Providers;" ¹ and
registered broker-dealers, financial intermediaries or their agents or affiliates who have agreements with Victory Capital Advisers, Inc., (the "Distributor"), if the shares are purchased for their own account, purchased for retirement plans of their employees or sold to registered representatives or full-time employees (or their immediate families), provided that such purchase is for one of the foregoing types of accounts;

Purchases for trust or other advisory accounts established with a financial institution and fee-based investment products or accounts.
Reinvestment of proceeds from a liquidation distribution of Class A shares of a Victory Fund held in a deferred compensation plan, agency, trust, or custody account.
Purchases by retirement plans, including Section 401 and 457 plans sponsored by a Section 501(c)(3) organization and certain non-qualified deferred compensation arrangements that operate in a similar manner to qualified plans. Investors nonetheless may be charged a fee if they effect transactions in Class A shares through a broker or agent.
Purchases by participants in the Victory Investment Program.
Purchases by participants in no transaction fee programs offered by certain broker-dealers (sometimes referred to as "supermarkets").
Purchases by financial intermediaries who have entered into an agreement with the Distributor to offer shares to self-directed investment brokerage accounts that may or may not charge a transaction fee to its customers.
Investors that have an investment account with the Adviser.

¹ Affiliated Providers are affiliates and subsidiaries of the Adviser and any organization that provides services to the Trust.

You should inform the Fund or your Investment Professional at the time of purchase of the sales charge waiver category which you believe applies.

Calculation of Sales Charges for Class C Shares

You will pay a 1.00% CDSC on any Class C shares you sell within 12 months of purchase. The CDSC is based on the current value of the shares being sold or their NAV when purchased, whichever is less. There is no CDSC on shares you acquire by reinvesting your dividends or capital gains distributions. You may be eligible for reduction or waiver of this CDSC under certain circumstances. There is no CDSC imposed when you exchange your shares for Class C shares of another Victory Fund; however, your exchange is subject to the same CDSC schedule that applied to your original purchase.

An investor may, within 90 days of a redemption of Class C shares, reinvest all or part of the redemption proceeds in the Class C shares of any Victory Fund at the NAV next computed after receipt by the transfer agent of the reinvestment order. Class C share proceeds reinstated do not result in a refund of any CDSC paid by the shareholder, but the reinstated shares will be treated as CDSC exempt upon reinstatement. The shareholder must ask the Distributor for such privilege at the time of reinvestment.

To keep your CDSC as low as possible, each time you sell shares we will first sell shares in your account that are not subject to a CDSC. If there are not enough of these to meet your sale, we will sell the shares in the order they were purchased.

Individual purchases of $1,000,000 and above will automatically be made in Class A shares of the Fund.

Eligibility Requirements to Purchase Class R6 Shares

Class R6 shares may only be purchased by:

Retirement plans, including Section 401 and 457 plans, section 403 plans sponsored by a section 501(c)(3) organization and certain non-qualified deferred compensation arrangements that operate in a similar manner to qualified plans.

Eligibility Requirements to Purchase Class Y Shares

Only Eligible Investors may purchase or exchange into Class Y shares of the Fund. Eligible Investors include the following:

Institutional and individual retail investors with a minimum investment in Class Y shares of $1,000,000 who purchase through certain broker-dealers or directly from the transfer agent.
Clients of state-registered or federally-registered investment advisors (RIAs), where such RIAs trade through institutional trading platforms approved by the Funds, who invest at least $2,500.
Pension, profit sharing, employee benefit and other similar plans and trusts that invest in the Fund.
Investors who purchase through select fee-based advisory programs with an approved financial intermediary. In fee-based advisory programs, a financial intermediary typically charges each investor a fee based upon the value of the account. Such transactions may be subject to additional rules or requirements of the applicable financial intermediary's program.
Purchases by:

current and retired Victory Fund trustees or officers (including the former trustees and officers of the Munder Series Trust).
directors, trustees, employees, and family members of employees of the Adviser or "Affiliated Providers". ¹
investment advisory clients of the Adviser.
investment advisors, consultants, broker-dealers and other financial intermediaries investing for their own accounts or for the accounts of their immediate family members.

¹ Affiliated Providers are affiliates and subsidiaries of the Adviser and any organization that provides services to the Trust.

How to Buy Shares

Opening an account

If you would like to open an account, you will first need to complete an Account Application.

You can obtain an Account Application by calling Victory Funds Customer Service at 1-800-539-3863. You can also download an Account Application by visiting the Fund's website, VictoryFunds.com, and clicking on the Victory Funds Account Application link. Send the completed Account Application, along with a check made payable to The Victory Funds, at the following address:

Victory Funds
P.O. Box 182593
Columbus, OH 43218-2593

You can also obtain an Account Application by contacting your Investment Professional. When you invest through an Investment Professional, the procedures for buying, selling, and exchanging shares and the account features and policies may differ. In addition to any limitations described in this Prospectus, an Investment Professional or other intermediary may also place other limits on your ability to use the services of the Fund. Sometimes an Investment Professional will charge you for its services. This fee will be in addition to, and unrelated to, the fees and expenses charged by the Fund.

Mutual funds must obtain and verify information that identifies investors opening new accounts. If the Fund is unable to collect the required information, you may not be able to open your account. Additional details about the Fund's Customer Identification Program are available in the section "Important Fund Policies."

If your investment order is accepted by the Fund, an Investment Professional or other intermediary, it will be priced at the NAV next computed as described in the section entitled "Share Price."

If you participate in a retirement plan that offers one of the Victory Funds as an option, please consult your employer for information on how to purchase shares of the Victory Funds through the plan, including any restrictions or limitations that may apply.

Paying for your initial purchase

Make your check payable to the "Victory Funds." All checks must be drawn on U.S. banks. If your check is returned as uncollectible for any reason, you will be charged for any resulting fees and/or losses. The Fund does not accept cash, money orders, traveler's checks, credit card convenience checks, or third party checks. Additionally, bank starter checks are not accepted for the shareholder's initial investment into the Fund. All payments must be denominated in U.S. dollars.

Minimum investments

If you would like to buy Class A or Class C shares, the minimum investment required to open an account is $2,500 no minimum for certain retirement plans and approved fee-based and/or advisor program and similar accounts ($1,000 for IRA accounts), with additional investments of at least $50. If you would like to buy Class R6 or Class Y shares, you must first be an Eligible Investor, as discussed in the section Choosing a Share Class — Eligibility Requirements to Purchase . There are no minimum investment amounts required for Class R6 or Class Y shares except as set forth in the Eligibility Requirements to Purchase .

If your account falls below the minimum investment amount, we may ask you to reestablish 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.

The minimum investment required to open an account may be waived or lowered for employees, and immediate family members of the employee, of the Adviser, the Administrator, and their affiliates. In addition, the minimum investment required may be waived when the Fund is purchased in a managed account or within qualified retirement plans or in other similar circumstances. Although the Fund may sometimes waive the minimum investment, when it does so, it always reserves the right to reject initial investments under the minimum at its discretion.

There is no minimum investment required to open an account or for additional investments in Victory Simple IRAs.

Purchasing additional shares

Once you have an existing account, you can make additional investments at any time in any amount (subject to any minimums) in the following ways:

By Mail

To ensure that your additional investment is properly credited to your account, use the Investment Stub attached to your confirmation statement and send it with your check to the address indicated.
By Telephone

If you have an existing account that has been set up to receive electronic transfers, you can buy additional shares by calling Victory Funds Customer Service at 800-539-3863 between 8:00 a.m. and 6:00 p.m. (Eastern Time), Monday through Friday.
By Exchange

You may purchase shares of the Fund using the proceeds from the simultaneous redemption of shares of another Victory Fund if it is eligible for an exchange with your Fund. You may initiate an exchange online (if you are a registered user of VictoryFunds.com), by telephone, or by mail. See the section "Exchanging Shares."
Via the Internet

If you are a registered user, you may request a purchase of shares through our website at VictoryFunds.com. Your account must be set up for Automated Clearing House ("ACH") payment in order to execute online purchases.
By ACH

Your account must be set up for ACH payment in order to execute purchases online or by telephone. It takes about 15 days to set up an ACH account and only domestic member banks may be used. After your account is set up, your purchase amount can be transferred by ACH. Currently, the Fund does not charge a fee for ACH transfers but it reserves the right to charge for this service in the future. Your originating bank may charge a fee for ACH transfers.
By Wire

You may buy Fund shares by bank wire transfer of same day funds. Please call Victory Funds Customer Service at 800-539-3863 between 8:00 a.m. and 6:00 p.m. (Eastern Time), Monday through Friday for wiring instructions. Any commercial bank can transfer same-day funds by wire.

Although the transfer agent does not currently charge you for receiving same-day funds, it reserves the right to charge for this service in the future. Your bank may charge you for wiring same-day funds. You cannot buy shares for tax-qualified retirement plans by wire transfer.
By Systematic Investment Plan

To enroll in the Systematic Investment Plan, you should check this box on the Account Application or on the Account Maintenance Form. We will need your bank information and the amount ($50 or more) 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 before we will make automatic withdrawals from your bank account and invest it in shares of the Fund.

Other purchase rules you should know

The Fund reserves the right to refuse a purchase order for any reason, including if it believes that doing so would be in the best interest of the Fund or its shareholders. The Fund also reserves the right, without notice, to increase or decrease the minimum amount required to open, convert shares to, or maintain a Fund account, or to add to an existing Fund account.

Keep these addresses handy for purchases, exchanges, or redemptions.

	BY REGULAR U.S. MAIL	Victory Funds P.O. Box 182593 Columbus, OH 43218-2593
	BY OVERNIGHT MAIL	Use the following address ONLY for overnight packages: Victory Funds c/o FIS TA Operations 4249 Easton Way, Suite 400 Columbus, OH 43219 PHONE: 800-539-3863
	BY WIRE	Call 800-539-3863 BEFORE wiring money to notify the Fund that you intend to purchase shares by wire and to verify wire instructions.
	BY TELEPHONE	800-539-FUND (800-539-3863)
	ON THE INTERNET	www.VictoryFunds.com

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.

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, Fund activity will be detailed in that account's statements. Share certificates are not issued. Twice a year, you will receive a financial report of the Fund. By February 15th of each year, you will be mailed an IRS form reporting distributions for the previous year, which also will be filed with the IRS.

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.

How to Exchange Shares

There may be limits on the ability to exchange between certain Victory Funds. You can obtain a list of Victory Funds available for exchange by calling 800-539-FUND or by visiting VictoryFunds.com

The shares of any class of the Fund may be exchanged for the shares of any other class offered by the Fund or the same class, or any other class, of any other Victory Fund, either through your Investment Professional or directly through the Fund, subject to the conditions described below:

Exchanges are subject to any CDSC, minimum investment limitation or eligibility requirements described in the applicable Prospectus and SAI. You may be required to provide sufficient information to establish eligibility to exchange into the new share class.
To exchange between Victory Funds, the other Victory Fund you wish to exchange into must be eligible for exchange with your Fund.
Shares of the Victory Fund selected for exchange must be available for sale in your state of residence.

If you have questions about these, or any of the Fund's other exchange policies, please consult Victory Customer Service or your Investment Professional before requesting an exchange.

Before exchanging, you should read the Prospectus of the Fund you wish to exchange into, which may be subject to different risks, fees and expenses.

Class C share conversion

You may be able to convert your Class C shares to a different share class of the same Fund that has a lower expense ratio provided certain conditions are met. This conversion feature is intended for shares held through a financial intermediary offering a fee-based or wrap fee program that has an agreement with the Adviser or the Distributor specific for this purpose. Generally, Class C shares are not eligible for conversion until the applicable CDSC period has expired. Please contact your financial intermediary for additional information.

Processing your exchange/conversion

If your exchange request is received and accepted by the Fund, an Investment Professional or other intermediary by the close of trading as described in the section entitled "Share Price" then your exchange will be processed the same day. Your exchange will be processed on the next business day if received after the close of trading. Exchanges will occur at the respective NAVs of the share classes next calculated after receipt and acceptance of your exchange request, plus any applicable sales charge described in the Prospectus.

If your Fund shares are converted to a different share class, the transaction will be based on the respective net asset value of each class as of the trade date of the conversion. Consequently, you may receive fewer shares or more shares than originally owned, depending on that day's net asset values. Please contact your financial intermediary regarding the tax consequences of any conversion.

Requesting an exchange

You can exchange shares of the Fund by telephone, by mail or via the Internet. You cannot exchange into an account with a different registration or tax identification number.

By Telephone

Unless you indicate otherwise on the account application, Victory Customer Service will be authorized to accept exchange instructions received by telephone.

By Mail

Send a letter of instruction signed by all registered owners or their legal representatives to the Victory Funds.

Via the Internet

You may also exchange shares via the Internet at VictoryFunds.com if you are a registered user.

Other exchange rules you should know

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 60 days' notice to shareholders.

An exchange of Fund shares for shares of another Victory Fund constitutes a sale for tax purposes unless the exchange is made within an IRA or other tax-deferred account.

For information on how to exchange shares of the Fund that were purchased through your employer's retirement plan, including any restrictions and charges that the plan may impose, please consult your employer.

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 redemption request is received in good order by the close of trading on the NYSE, your redemption will be processed the same day. Your redemption will not be processed until the next business day if it is received after the close of trading on the NYSE. You cannot redeem your shares at www.VictoryFunds.com.

BY TELEPHONE

The easiest way to redeem 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 previously designated domestic financial institution;
Mail a check to a previously designated alternate address; or
Electronically transfer your redemption via ACH to a previously designated domestic financial institution.

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, none of the Trust, its servicing agents, the Adviser, or 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 Medallion signature guarantee is required for the following redemption requests:

Your account registration has changed within the last 15 business 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 Fund account with a different registration; or
The check or wire is being sent to a different bank account than was previously designated.

You can get a Medallion signature guarantee from a financial institution — such as a commercial bank, broker dealer, credit union, clearing agency, or savings bank — that is a member of a Medallion signature guarantee program.

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 before the close of trading on the NYSE, 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 the close of trading on the NYSE. 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 or on the Account Maintenance Form, 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 at the time you establish the Systematic Withdrawal Plan. If the payment is to be sent to an account of yours, we will need a voided check to activate this feature. If the payment is to be made to an address different from your account address, we will need a Medallion signature guaranteed letter of instruction. You should be aware that each withdrawal may be a taxable transaction. Also, each withdrawal reduces your account balance, and eventually your account balance may be depleted. However, you cannot automatically close your account using the Systematic Withdrawal Plan. If your balance falls below the initial purchase minimum, 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 Fund shares purchased by a check or through ACH will be held until the purchase check or ACH has cleared, which may take up to 10 business days.
The Fund may postpone payment of redemption proceeds for up to seven calendar days at any time.
The Fund may suspend your right to redeem your shares in the following circumstances:

During non-routine closings of the NYSE;
When the 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
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 1.00% 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. Securities received pursuant to an in-kind redemption are subject to market risk until sold and may be subject to brokerage and other fees.
If you choose to have your redemption proceeds mailed to you and either the United States Postal Service is unable to deliver the redemption check to you or the check remains outstanding for more than six months, the Fund reserves the right to reinvest the check in shares of the Fund at its then current NAV until you give the Fund different instructions. No interest will accrue on amounts represented by uncashed redemption checks.

Distribution and Service Plans

In accordance with Rule 12b-1 of the Investment Company Act of 1940, the Trust has adopted Distribution and Service Plans for Class A shares and Class C shares of the Fund.

Under the Class A Distribution and Service Plan, the Fund will pay to the Distributor a monthly fee at an annual rate of up to 0.25% of its average daily net assets. The fee is paid for general distribution services, for selling Class A shares and, as applicable for the Fund and for providing personal services to shareholders of the Fund. Distribution and selling services are provided by the Distributor or by agents of the Distributor and include those services intended to result in the sale of the Fund's shares. Personal services to shareholders are generally provided by broker-dealers or other intermediaries and consist of responding to inquiries, providing information to shareholders about their Fund accounts, establishing and maintaining accounts and records, providing dividend and distribution payments, arranging for bank wires, assisting in transactions and changing account information.

Under the Class C Distribution and Service Plan, the Fund will pay to the Distributor a monthly fee at an annual rate of 1.00% of the average daily net assets of its Class C shares. Of this amount, 0.75% of the Fund's Class C shares average daily net assets will be paid for general distribution services and for selling Class C shares. The Fund will pay 0.25% of its Class C shares average daily net assets to compensate financial institutions that provide personal services to Class C shareholders of the Fund. Distribution and selling services are provided by the Distributor or by agents of the Distributor and include those services intended to result in the sale of the Fund's Class C shares. Personal services to shareholders are generally provided by broker-dealers or other financial intermediaries and consist of responding to inquiries, providing information to shareholders about their Fund accounts, establishing and maintaining accounts and records, providing dividend and distribution payments, arranging for bank wires, assisting in transactions and changing account information.

Because Rule 12b-1 fees are paid out of the Fund's assets and 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.

Other Payments to Financial Intermediaries

Except with respect to Class R6 shares, the Adviser (and its affiliates) may make substantial payments to affiliated and unaffiliated dealers or other Investment Professionals and service providers for distribution, administrative and/or shareholder servicing activities, out of its own resources, including the profits from the advisory fees the Adviser receives from the Fund. The Adviser also may reimburse the Distributor (or the Distributor's affiliates) for making these payments. Some of these distribution-related payments may be made to dealers or Investment Professional for marketing, promotional or related expenses; these payments are often referred to as "revenue sharing." In some circumstances, those types of payments may create an incentive for a dealer or Investment Professional or its representatives to recommend or offer shares of the Fund or other Victory Funds to its customers. You should ask your dealer or Investment Professional for more details about any such payments it receives.

No compensation, administrative payments, sub-transfer agency payments or service payments are paid to broker-dealers or other financial intermediaries from Fund assets or the Adviser's or an affiliate's resources on sales of or investments in Class R6 shares.

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. Dividends paid by the Fund represent the net income from dividends and interest 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.

Ordinarily, the Fund declares and pays dividends annually. However, the Fund may not always pay a dividend or distribution for a given period. Each class of shares declares and pays dividends separately.

Distributions can be received in one of the following ways. Please check with your Investment Professional if you are unsure of which option is right for you.

Your choice of distribution should be set up on the original Account Application. If you would like to change the option you selected, please call 800-539-FUND.

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 payment date. If you choose to have your distribution proceeds mailed to you and either the United States Postal Service is unable to deliver the distribution check to you or the check remains outstanding for at least six months, the distribution option on your account will default to the reinvestment option as described above. The Fund reserves the right to reinvest the check in shares of the Fund at its then current NAV until you give the Fund different instructions. No interest will accrue on amounts represented by uncashed distribution checks.

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 Distributions Option

In most cases, you can automatically reinvest distributions in shares of another Victory Fund. If you reinvest your distributions in a different Victory Fund, you will pay a sales charge on the amount of 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.

Important Information about Taxes

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.

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

Dividends from the Fund's net income and short-term capital gains are taxable as ordinary income. Dividends from the Fund's long-term capital gains are taxable as long-term capital gains.
Dividends are treated in the same manner for U.S. federal income tax purposes whether you receive them in cash, additional shares of the Fund, or you reinvest them in shares of another Victory Fund.
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 Victory Fund will be treated as a sale. When you sell or exchange shares of the Fund, you must recognize any gain or loss.
An exchange of one class of the Fund's shares for shares of another class of the same Fund generally constitutes a nontaxable exchange.
Distributions from the Fund and gains from the disposition of your shares may also be subject to state and local income tax.
An additional 3.8% Medicare tax will be imposed on certain net investment income (which includes ordinary dividends, capital gain distributions from the Fund, and gain recognized on a disposition of shares) of certain U.S. individuals, estates, and trusts.
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 by mid-February 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.
The Fund is generally required by law to provide you and the Internal Revenue Service with certain cost basis information related to the sale or redemption of any of your shares in the Fund acquired on or after January 1, 2012 (including distributions that are reinvested in additional shares of the Fund).
The Fund may be required to withhold tax from taxable distributions if you fail to give your correct social security or taxpayer identification number, fail to make required certifications, or the Fund is notified by the Internal Revenue Service that backup withholding is required.
You should review the more detailed discussion of federal income tax considerations in the SAI and consult your tax adviser regarding the federal, state, local, or foreign tax consequences resulting from your investment in the Fund.
The Fund may provide estimated capital gain distribution information through its website at VictoryFunds.com.

Important Fund Policies

Customer Identification Program

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens a new account, and to determine whether such person's name appears on government lists of known or suspected terrorists and terrorist organizations.

As a result, the Fund must obtain the following information for each person who opens a new account:

Name;
Date of birth (for individuals);
Residential or business street address (although post office boxes are still permitted for mailing); and
Social security number, taxpayer identification number, or other identifying number.

You may also be asked for a copy of your driver's license, passport or other identifying document in order to verify your identity. In addition, it may be necessary to verify your identity by cross-referencing your identification information with a consumer report or other electronic database. Additional information may be required to open accounts for corporations and other entities. Federal law prohibits the Fund and other financial institutions from opening a new account unless they receive the minimum identifying information listed above. After an account is opened, the Fund may restrict your ability to purchase additional shares until your identity is verified. The Fund may close your account or take other appropriate action if it is unable to verify your identity within a reasonable time. If your account is closed for this reason, your shares will be redeemed at the NAV next calculated after the account is closed.

Account Maintenance Information

For the following non-financial transactions, the Victory Funds require proof that your signature authorizing a transaction is authentic. This verification can be provided by either a Signature Validation Program (SVP) stamp or a Medallion signature guarantee. As with the Medallion signature guarantee, a SVP stamp can also be obtained from a financial institution that is a member of the SVP program.

Change of name;
Add/change banking instructions;
Add/change beneficiaries;
Add/change authorized account traders;
Adding a Power of Attorney;
Add/change Trustee; and
Uniform Transfers to Minors Act/Uniform Gifts to Minors Act custodian change.

Market Timing

The Victory Funds discourage frequent purchases and redemptions of Fund shares (market timing). Market timing allows investors to take advantage of market inefficiencies, sometimes to the disadvantage of other shareholders. Market timing increases Fund expenses to all shareholders by increasing portfolio turnover. In addition, market timing could potentially dilute share value for all other shareholders by requiring the Fund to hold more cash than it normally would.

The Fund's Board of Trustees has adopted policies and procedures with respect to market timing. In order to prevent or minimize market timing, the Fund will:

Employ "fair value" pricing, as described in this Prospectus under Share Price , to minimize the discrepancies between a security's market quotation and its perceived market value, which often gives rise to market timing activity; and
Monitor for suspected market timing based on "short-term transaction" activity, that is, a purchase or redemption of a Fund and, as applicable, a subsequent redemption or purchase of the same Fund, or an exchange of all or part of that same Fund.

In monitoring for market timing activity, we consider, among other things, the frequency of your trades and whether you acquired your Fund shares directly through the transfer agent or whether you combined your trades with a group of shareholders in an omnibus account or otherwise placed your order through a securities dealer or other financial intermediary.

Frequent trading by a shareholder is generally a characteristic of market timing. Therefore, any account in which Fund shares are acquired directly through the transfer agent, or where the Fund can adequately identify the shareholder, with a history of three short-term transactions within 90 days or less is suspected of market timing and the shareholder's trading privileges (other than redemption of Fund shares) will be suspended.

We may make exceptions to the "short-term transaction" policy for certain types of transactions if, in the opinion of the Adviser, under the oversight of the Board, the transactions do not represent short-term or excessive trading or are not abusive or harmful to the Fund, such as, but not limited to, systematic transactions, required minimum retirement distributions, transactions initiated by the Fund or administrator and transactions by certain qualified funds-of-funds.

If you acquired shares through an omnibus account or otherwise placed your order through a securities dealer or other financial intermediary (such as investment advisers, broker-dealers, third-party administrators or insurance companies), and market timing is suspected, different purchase and exchange limitations may apply. We may rely upon a financial intermediary's policy to deter short-term or excessive trading (i) if we believe that the financial intermediary's policy is reasonably designed to detect and deter transactions that are not in the best interests of the Fund, or (ii) if we receive an undertaking from the financial intermediary to enforce short-term or excessive trading policies on behalf of the Fund that provide a substantially similar level of protection for the Fund against such transactions. If you hold your Fund shares through a financial intermediary, you are advised to consult the intermediary to determine what purchase and exchange limitations apply to your account.

We reserve the right to reject or cancel a purchase or exchange order for any reason without prior notice. We will deny your request to purchase or exchange your shares if we believe that the transaction is part of a market timing strategy.

The Fund's market timing policies and procedures may be modified or terminated at any time under the oversight of the Board.

Portfolio Holdings Disclosure

The Fund discloses its complete portfolio holdings as of the end of its second fiscal quarter and its fiscal year in its reports to shareholders. The Fund sends reports to its existing shareholders no later than 60 days after the relevant fiscal period, and files these reports with the SEC by the 70th day after the end of the relevant fiscal period. You can find these reports on the Fund's website, VictoryFunds.com, and on the SEC's website, www.sec.gov.

The Fund files its complete portfolio holdings as of the end of its first and third fiscal quarters with the SEC on Form N-Q no later than 60 days after the relevant fiscal period. You can find these filings on the SEC’s website, www.sec.gov.

The Fund also discloses its complete portfolio holdings each calendar quarter on the Fund's website, VictoryFunds.com, no earlier than the 15th day after the quarter end.

You can find a complete description of the Fund's policies and procedures with respect to disclosure of its portfolio securities in the Fund's SAI or on the Fund's website, VictoryFunds.com.

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 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 and publications.

Shareholder Communications

In order to eliminate duplicate mailings to an address at which two or more shareholders with the same last name reside, the Victory Funds may send only one copy of any shareholder reports, proxy statements, prospectuses and their supplements, unless you have instructed us to the contrary. You may request that the Victory Funds send these documents to each shareholder individually by calling the Victory Funds at 800-539-FUND (800-539-3863), and they will be delivered promptly.

While this Prospectus and the SAI of the Trust describe pertinent information about the Trust and the Fund, neither this Prospectus nor the SAI represents a contract between the Trust or the Fund and any shareholder.

Other Service Providers

: Victory Capital Advisers, Inc. (the Distributor), member FINRA and SIPC, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144, serves as distributor for the continuous offering of the Fund's shares. The Distributor is an affiliate of the Adviser.; Citibank N.A., 388 Greenwich St., New York, New York 10013, serves as the custodian of the Fund's investments and cash and settles trades made by the Fund.; Victory Capital Management Inc., 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144, also serves as the administrator and fund accountant for the Fund.; Citi Fund Services Ohio, Inc., 3435 Stelzer Road, Columbus, Ohio 43219, serves as the sub-administrator and sub-fund accountant for the Fund.; FIS Investor Services LLC, 4249 Easton Way, Suite 400, Columbus, Ohio 43219, serves as the transfer agent and dividend disbursing agent for the Fund.; Ernst & Young LLP, 1900 Scripps Center, 312 Walnut Street, Cincinnati, Ohio 45202, serves as the independent registered public accounting firm for the Fund.; Morrison & Foerster LLP, 250 West 55th Street, New York, New York 10019, serves as legal counsel to the Fund.

Financial Highlights

The following financial highlights tables reflect historical information about shares of the Fund and are 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. To the extent the Fund invests in other funds, the Total Annual Operating Expenses included in the Fund's Fees and Expenses table may not correlate to the ratio of expenses to average net assets in the financial highlights below. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions).

The Fund’s financial highlights includes historical information of the Fund’s predecessor, MST Munder Bond Fund, a separate series of Munder Series Trust managed by Munder Capital Management, for periods prior to October 31, 2014.

The information for each period presented has been audited by Ernst & Young LLP, whose report, along with the Fund's financial statements, are included in the Fund's annual report, which is available by calling the Fund at 800-539-FUND and at VictoryFunds.com.

INCORE Total Return Bond Fund

	Class A Shares
	Year Ended June 30, 2016	Year Ended June 30, 2015	Year Ended June 30, 2014	Year Ended June 30, 2013	Year Ended June 30, 2012
Net Asset Value, Beginning of Period	$9.79	$10.08	$9.75	$9.93	$9.59
Investment Activities:
Net investment income(a)	0.29	0.36	0.35	0.28	0.37
Net realized and unrealized gains (losses) on investments	0.02	(0.36)	0.31	(0.15)	0.34
Total from Investment Activities	0.31	—	0.66	0.13	0.71
Distributions to Shareholders:
Net investment income	(0.32)	(0.29)	(0.33)	(0.31)	(0.37)
Total Distributions to Shareholders	(0.32)	(0.29)	(0.33)	(0.31)	(0.37)
Capital Contributions from Prior Custodian, Net	0.01	—	—	—	—
Net Asset Value, End of Period	$9.79	$9.79	$10.08	$9.75	$9.93
Total Return (excludes sales charge)	3.34%(b)	(0.06)%	6.93%	1.24%	7.49%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$15,908	$18,529	$24,336	$26,071	$35,134
Ratio of net expenses to average net assets	0.85%	0.85%	0.85%	0.78%	0.65%
Ratio of net investment income to average net assets	3.04%	3.56%	3.57%	2.76%	3.83%
Ratio of gross expenses to average net assets (c)	1.08%	1.14%	1.21%	1.19%	1.19%
Portfolio turnover (d),(e)	423%	259%	262%	373%	362%

(a) Per share net investment income has been calculated using the average daily shares method.

(b) The Fund is receiving monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was 0.05% for the year ended June 30, 2016.

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

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

(e) The Portfolio turnover rates excluding mortgage dollar roll transactions were 64%, 62%, 98% , 64% and 110% for the years ended June 30, 2016, June 30, 2015, June 30, 2014, June 30, 2013 and June 30, 2012, respectively.

	Class C Shares
	Year Ended June 30, 2016	Year Ended June 30, 2015	Year Ended June 30, 2014	Year Ended June 30, 2013	Year Ended June 30, 2012
Net Asset Value, Beginning of Period	$9.86	$10.15	$9.82	$10.00	$9.65
Investment Activities:
Net investment income(a)	0.22	0.28	0.29	0.20	0.31
Net realized and unrealized gains (losses) on investments	0.02	(0.36)	0.30	(0.15)	0.33
Total from Investment Activities	0.24	(0.08)	0.59	0.05	0.64
Distributions to Shareholders:
Net investment income	(0.25)	(0.21)	(0.26)	(0.23)	(0.29)
Total Distributions to Shareholders	(0.25)	(0.21)	(0.26)	(0.23)	(0.29)
Capital Contributions from Prior Custodian, Net	0.01	—	—	—	—
Net Asset Value, End of Period	$9.86	$9.86	$10.15	$9.82	$10.00
Total Return (excludes contingent deferred sales charge)	2.56%(b)	(0.87)%	6.19%	0.48%	6.75%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$3,256	$3,601	$4,941	$7,270	$6,101
Ratio of net expenses to average net assets	1.60%	1.60%	1.60%	1.54%	1.40%
Ratio of net investment income to average net assets	2.29%	2.80%	2.89%	1.93%	3.12%
Ratio of gross expenses to average net assets (c)	2.00%	2.02%	1.96%	1.94%	1.94%
Portfolio turnover (d),(e)	423%	259%	262%	373%	362%

(a) Per share net investment income has been calculated using the average daily shares method.

(b) The Fund is receiving monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was 0.05% for the year ended June 30, 2016.

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

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

	Class R6 Shares
	Year Ended June 30, 2016	Period Ended June 30, 2015(a)
Net Asset Value, Beginning of Period	$9.81	$10.02
Investment Activities:
Net investment income(b)	0.31	0.10
Net realized and unrealized gains (losses) on investments	0.02	(0.21)
Total from Investment Activities	0.33	(0.11)
Distributions to Shareholders:
Net investment income	(0.34)	(0.10)
Total Distributions to Shareholders	(0.34)	(0.10)
Capital Contributions from Prior Custodian, Net	0.01	—
Net Asset Value, End of Period	$9.81	$9.81
Total Return (c)	3.60%(d)	(1.16)%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$2,456	$1,418
Ratio of net expenses to average net assets (e)	0.58%	0.58%
Ratio of net investment income to average net assets (e)	3.25%	2.93%
Ratio of gross expenses to average net assets (e),(f)	1.59%	1.51%
Portfolio turnover (c),(g),(h)	423%	259%

(a) Class R6 Shares of the Fund commenced operations on March 4, 2015.

(b) Per share net investment income has been calculated using the average daily shares method.

(d) The Fund is receiving monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was 0.05% for the year ended June 30, 2016.

(e) Annualized for periods less than one year.

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

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

(h) The Portfolio turnover rates excluding mortgage dollar roll transactions were 64%, 62%, 98% , 64% and 110% for the years ended June 30, 2016, June 30, 2015, June 30, 2014, June 30, 2013 and June 30, 2012, respectively.

	Class Y Shares
	Year Ended June 30, 2016	Year Ended June 30, 2015	Year Ended June 30, 2014	Year Ended June 30, 2013	Year Ended June 30, 2012
Net Asset Value, Beginning of Period	$9.81	$10.10	$9.77	$9.95	$9.61
Investment Activities:
Net investment income(a)	0.32	0.36	0.38	0.30	0.40
Net realized and unrealized gains (losses) on investments	0.01	(0.34)	0.31	(0.15)	0.33
Total from Investment Activities	0.33	0.02	0.69	0.15	0.73
Distributions to Shareholders:
Net investment income	(0.34)	(0.31)	(0.36)	(0.33)	(0.39)
Total Distributions to Shareholders	(0.34)	(0.31)	(0.36)	(0.33)	(0.39)
Capital Contributions from Prior Custodian, Net	0.01	—	—	—	—
Net Asset Value, End of Period	$9.81	$9.81	$10.10	$9.77	$9.95
Total Return	3.59%(b)	0.18%	7.18%	1.49%	7.75%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$78,705	$89,310	$54,345	$50,526	$51,897
Ratio of net expenses to average net assets	0.60%	0.60%	0.60%	0.53%	0.40%
Ratio of net investment income to average net assets	3.29%	3.59%	3.83%	2.93%	4.13%
Ratio of gross expenses to average net assets (c)	0.61%	0.71%	0.96%	0.94%	0.94%
Portfolio turnover (d),(e)	423%	259%	262%	373%	362%

(a) Per share net investment income has been calculated using the average daily shares method.

(b) The Fund is receiving monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was 0.05% for the year ended June 30, 2016.

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

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

P.O. Box 182593
Columbus, OH 43218-2593

Statement of Additional Information (SAI): The SAI contains more information about the Fund's operations, investment restrictions, policies and practices. The SAI is incorporated by reference into this Prospectus, which means that it is legally part of this Prospectus, even if you don't request a copy.

Annual and Semi-Annual Reports: Annual and semi-annual reports contain more information about the Fund's investments and the market conditions and investment strategies that significantly affected the Fund's performance during the most recent fiscal period.

How to Obtain Information: You may obtain a free copy of the SAI or annual and semi-annual reports, and ask questions about the Fund or your accounts, online at VictoryFunds.com, by contacting the Victory Funds at the following address or telephone number, or by contacting your financial intermediary.

By telephone:
Call Victory Funds at
800-539-FUND
(800-539-3863)

By mail:
Victory Funds
P.O. Box 182593
Columbus, OH 43218-2593

You also can get information about the Fund (including the SAI and other reports) from the Securities and Exchange Commission (SEC). The SEC charges a duplicating fee to provide copies of this information.

In person:
SEC Public Reference Room
Washington, D.C.
Call 202-551-8090 for location and hours.

By mail:
SEC Public Reference Section
Washington, D.C. 20549-1520

On the Internet:
EDGAR database at sec.gov or by email request at
publicinfo@sec.gov

Investment Company Act File Number 811-4852

VF-ITRB-PRO (11/16)

November 1, 2016

Prospectus

Victory Integrity Discovery Fund

Class A	MMEAX
Class C	MMECX
Class R	MMERX
Class Y	MMEYX

VictoryFunds.com
800-539-FUND
(800-539-3863)

Victory Funds

Table of Contents

Payments to Broker-Dealers and Other Financial Intermediaries

Integrity Discovery Fund Summary

Investment Objective

The Fund seeks to provide capital appreciation.

Fund Fees and Expenses

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your immediate family invest, or agree to invest in the future, at least $50,000 in the Victory Funds. More information about these and other discounts is available from your Investment Professional and in Investing with Victory on page 14 of the Fund's Prospectus and in Additional Purchase, Exchange and Redemption Information on page 33 of the Fund's Statement of Additional Information (SAI).

Shareholder Fees (paid directly from your investment)	Class A	Class C	Class R	Class Y
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)	5.75%	NONE	NONE	NONE
Maximum Deferred Sales Charge (load) (as a percentage of the lower of purchase or sale price)	NONE ¹	1.00% ²	NONE	NONE
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	1.00%	1.00%	1.00%	1.00%
Distribution (12b-1) Fees	0.25%	1.00%	0.50%	0.00%
Other Expenses	0.35%	0.38%	0.89%	0.35%
Acquired Fund Fees and Expenses	0.01%	0.01%	0.01%	0.01%
Total Annual Fund Operating Expense	1.61%	2.39%	2.40%	1.36%
Fee Waiver/Expense Reimbursement	0.00%	0.00%	(0.31)%	0.00%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement ³	1.61%	2.39%	2.09%	1.36%

² The Class C contingent deferred sales charge applies only to shares sold within 12 months of purchase.

³ Victory Capital Management Inc., the Fund's investment adviser ("Adviser"), has contractually agreed to waive its management fee and/or reimburse expenses so that the total annual operating expenses of Class R shares of the Fund (excluding acquired fund fees and expenses and certain items such as interest, taxes and brokerage commissions) do not exceed the 2.08% until at least October 31, 2017. The Adviser is permitted to recoup advisory fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place (including any amounts waived or reimbursed prior to October 31, 2014 by Munder Capital Management, investment adviser to the Fund’s predecessor, Munder Micro-Cap Equity Fund, a series of Munder Series Trust), subject to the lesser of: (a) any operating expense limits in effect at the time of the original waiver or expense reimbursement; or (b) at the time of recoupment. This agreement may only be terminated by the Fund's Board of Trustees.

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. The amounts shown reflect the fee waiver/expense reimbursement in place through October 31, 2017. 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	$729	$1,054	$1,401	$2,376
Class C (If you sell your shares at the end of the period.)	$342	$745	$1,275	$2,726
Class R	$212	$719	$1,253	$2,713
Class Y	$138	$431	$745	$1,635

The following example makes the same assumptions as the example above, except that it assumes you do not sell your shares at the end of the period.

	1 Year	3 Years	5 Years	10 Years
Class C	$242	$745	$1,275	$2,726

Portfolio Turnover:

Principal Investment Strategy

The Adviser pursues capital appreciation in the Fund by investing, under normal circumstances, at least 80% of the Fund's net assets in equity securities (i.e., common stocks, preferred stocks, convertible securities and rights and warrants) of micro-capitalization companies. Micro-capitalization companies means those companies with market capitalizations lower than the largest company in the bottom 75% (based on index weightings) of the Russell 2000 ^® Index, which as of September 30, 2016 included companies with market capitalizations below $4.3 billion.

The Fund focuses on undiscovered, small-sized companies in its attempt to provide investors with potentially higher returns than a fund that invests primarily in larger, more established companies. Since micro-capitalization companies are generally not as well known to investors and have less of an investor following than larger companies, the Adviser believes these inefficiencies in the marketplace may provide higher returns.

When selecting securities to invest in, the Adviser seeks out companies that appear to be undervalued according to certain financial measurements of their intrinsic net worth or business prospects. The Adviser chooses the Fund's investments by employing a value-oriented approach that focuses on securities that offer value with improving investor sentiment. The Adviser finds these value-oriented investments by, among other things: (i) rigorously analyzing the company's financial characteristics and assessing the quality of the company's management; (ii) considering comparative price-to-book, price-to-sales and price-to-cash flow ratios; and (iii) analyzing cash flows to identify stocks with the most attractive potential returns.

Although the Fund will be invested primarily in domestic securities, up to 25% of the Fund's assets may be invested in foreign securities, including depositary receipts such as American Depositary Receipts (ADRs) and Global Depositary Receipts (GDRs).

From time to time, due to changes in sector weights of the benchmark index, the Fund's investments can be more focused in companies in one or more economic sectors, such as the financials sector.

The Adviser regularly reviews the Fund's investments and will sell securities when the Adviser believes the securities are no longer attractive because (i) of price appreciation, (ii) of a significant change in the fundamental outlook of the company or (iii) other investments available are considered to be more attractive.

Principal Risks

The Fund's investments are subject to the following principal risks:

Equity Risk. The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions. A company's earnings or dividends may not increase as expected. Price changes may be temporary or last for extended periods.
Foreign Securities Risk. Foreign securities (including ADRs and GDRs) could be affected by factors not present in the U.S., including expropriation, confiscation of property, and difficulties in enforcing contracts. 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 companies. Foreign securities generally experience more volatility than their domestic counterparts.
Management Risk. The Adviser may not execute the Fund's principal investment strategy effectively.
Sector Risk. To the extent the Fund focuses in one or more sectors, such as the financials sector, market or economic factors impacting those sectors could have a significant effect on the value of the Fund's investments and could make the Fund's performance more volatile. The values of companies in the financials sector are particularly vulnerable to economic downturns and changes in government regulation and interest rates.
Small Capitalization Stock Risk. Smaller, less seasoned companies may lose market share or profits to a greater extent than larger, more established companies. Since micro-cap company stocks typically have narrower markets and are traded in lower volumes than larger company stocks, they may be more difficult to purchase and sell.
Value Investing Risk. Value stocks may fall out of favor with investors and may underperform growth stocks in an up market. The intrinsic value of value stocks may never be fully recognized by the market or their price may decline.

You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective.

An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) 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.

Investment Performance

The bar chart and table that follow indicate the risks of investing in the Fund. We assume reinvestment of dividends and distributions.

The table shows how the average annual total returns for Class A, Class C, Class R and Class Y shares of the Fund, including applicable maximum sales charges, compare to a broad measure of market performance. We calculate after-tax returns using the historical highest individual federal marginal income tax rates and we do not reflect the effect of state and local taxes. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant if you own your Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only one class and after-tax returns for other classes will vary. The Fund's past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. Updated performance information is available on the Fund's website at VictoryFunds.com.

Performance of Class A, Class C, Class R and Class Y shares prior to October 31, 2014 reflects the historical performance of, respectively, the Class A, Class C, Class R and Class Y shares of the Munder Micro-Cap Equity Fund, a series of Munder Series Trust (the predecessor to the Fund managed by Munder Capital Management ("MST Micro-Cap Fund")). The Fund's performance has not been restated to reflect any differences in the expenses of the MST Micro-Cap Fund. The MST Micro-Cap Fund commenced operations, and Class A and Class Y shares were first offered on, December 26, 1996. Class C shares were first offered on March 31, 1997 and Class R shares were first offered on July 29, 2004.

Calendar Year Returns for Class Y Shares

YTD through 9/30/16: 11.09%
Highest/lowest quarterly results during this time period were:

Highest	29.30% (quarter ended June 30, 2009)
Lowest	-26.53% (quarter ended December 31, 2008)

Average Annual Total Returns (For the Periods ended December 31, 2015)	1 Year	5 Years	10 Years
CLASS Y
Before Taxes	-0.24%	12.45%	5.25%
After Taxes on Distributions	-1.90%	10.47%	3.83%
After Taxes on Distributions and Sale of Fund Shares	1.27%	9.99%	4.16%
CLASS A
Before Taxes	-6.29%	10.84%	4.36%
CLASS C
Before Taxes	-2.26%	11.30%	4.19%
CLASS R
Before Taxes	-0.99%	11.83%	4.69%
INDEX
Russell Microcap ^® Value Index Index returns reflect no deduction for fees, expenses, or taxes.	-6.45%	8.45%	4.53%

Management of the Fund

Investment Adviser

Victory Capital Management Inc. ("Adviser") serves as the Fund's investment adviser. The portfolio managers primarily responsible for day-to-day management of the Fund are members of the Adviser's Integrity Asset Management ("Integrity") investment team (referred to as an investment franchise).

Portfolio Managers

Daniel J. DeMonica is a Senior Portfolio Manager of Integrity, and has been a Portfolio Manager of the Fund (including its predecessor fund) since 2011.

Mirsat Nikovic is a Portfolio Manager of Integrity and has been a Portfolio Manager of the Fund (including its predecessor fund) since 2013.

Sean A. Burke is a Portfolio Manager of Integrity and has been a Portfolio Manager of the Fund since 2015.

Purchase and Sale of Fund Shares

You may redeem your shares on any day the Fund is open for business. Redemption requests may be made by telephone (with prior appropriate approval) or by mail.

Tax Information

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the financial intermediary and its salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary's website for more information.

Additional Fund Information

Victory Capital Management Inc., which we refer to as the "Adviser" throughout the Prospectus, manages the Fund.

The Integrity Discovery Fund (the "Fund") is managed by the Adviser, who also manages other funds, each having distinct investment management objectives, strategies, risks, and policies. Together, these funds are referred to in this Prospectus as the Victory Funds or, more simply, the "Funds."

If you would like to receive additional copies of any materials, please call the Victory Funds at 800-539-FUND (800-539-3863) or please visit VictoryFunds.com.

Investments

U.S. Equity Securities

Can include common stock, preferred stock and securities that are convertible or exchangeable into common stock of U.S. corporations.

Foreign Securities

Can include common stock and convertible preferred stock of non-U.S. corporations. Also may include American Depositary Receipts (ADRs) and Global Depositary Receipts (GDRs), which are receipts issued by a bank or trust company and evidence ownership of underlying securities issued by a foreign corporation, and exchange-traded funds ("ETFs") that invest in foreign corporations.

Derivatives

From time to time, the Fund may write covered call options. Derivative instruments are financial contracts whose value is based on an underlying security or asset, a currency exchange rate, an interest rate or a market index. Many types of instruments representing a wide range of potential risks and rewards are derivatives, including futures contracts, options on futures contracts, options, and forward currency exchange contracts. The Fund may, but is not required to, use derivatives for hedging (attempting to reduce risk by offsetting one investment position with another), for cash management (attempting to remain fully invested while maintaining liquidity) or to gain exposure to an investment in a manner other than investing in the asset directly. Hedging may relate to a specific investment, a group of investments, or a Fund's portfolio as a whole. The Fund will not use derivatives for speculative purposes.

Initial Public Offerings (IPOs)

The Fund may invest in initial public offerings (IPOs). It is uncertain whether IPOs will be available for investment by the Fund or what impact, if any, they will have on the Fund's performance.

Investment Companies

Real Estate Investment Trusts (REITs)

The Fund may invest in real estate investment trusts (REITs), which are securities representing a pool of real estate or mortgages or both.

Securities Lending

Risk Factors

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

The following describes the principal risks that you may assume as an investor in the Fund.

General risks

Market risk is the risk that the market value of a security may decline in response to developments affecting individual companies and/or general economic conditions. Market risk may affect a single issuer, an industry, a sector of the economy, or the entire market. Price changes may be temporary or last for extended periods. For example, stock prices have historically fluctuated in periodic cycles.
Manager risk is the risk that the Fund's portfolio manager may implement its investment strategy in a way that does not produce the intended result.
Stock selection risk is the risk that the value of the Fund's investments may decline if the particular companies in which the Fund invests do not perform well in the market. The Adviser's investment strategy seeks to control risk by adhering to portfolio constraints relative to the Fund's benchmark. As a result, the Fund may be particularly susceptible to a general decline in the micro-capitalization sector of the U.S. stock market.

Equity risk

The value of an equity security will fluctuate in response to changes in earnings or other conditions affecting the issuer's profitability or in general market conditions. 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.

Value investing risk

Value investing attempts to identify strong companies selling at a discount from their perceived true worth. Advisers using this approach generally select stocks at prices that are, in their view, temporarily low relative to the company's earnings, assets, cash flow and dividends. Value investing is subject to the risk that a stock's intrinsic value may never be fully recognized or realized by the market, or its price may go down. In addition, there is the risk that a stock judged to be undervalued may actually be appropriately priced.

Micro-cap stock risk

Micro-cap companies often have more limited managerial and financial resources than larger, more established companies and, therefore, may be more susceptible to market downturns or changing economic conditions. Prices of small companies tend to be more volatile than those of larger companies and small issuers may be subject to greater degrees of changes in their earnings and prospects. Since small company stocks typically have narrower markets and are traded in lower volumes than larger company stocks, they may be more difficult to purchase and sell.

Foreign investments risk

Foreign securities, including ADRs and GDRs, tend to be more volatile and less liquid than U.S. securities. Further, foreign securities may be subject to additional risks not associated with investment in U.S. securities due to differences in the economic and political environment, the amount of available public information, the degree of market regulation, and financial reporting, accounting and auditing standards, and, in the case of foreign currency-denominated securities, fluctuations in currency exchange rates. In addition, during periods of social, political or economic instability in a country or region, the value of a foreign security could be affected by, among other things, increasing price volatility, illiquidity or the closure of the primary market on which the security is traded. In addition to foreign securities, the Fund may be exposed to foreign markets as a result of the Fund's investments in U.S. companies that have international exposure.

Sector focus risk

To the extent the Fund focuses in one or more sectors, market or economic factors impacting those sectors could have a significant effect on the value of the Fund's investments. Additionally, the Fund's performance may be more volatile when the Fund's investments are focused in a particular sector. Since benchmark sector weights influence the Fund's sector exposure, the Fund may tend to be more heavily weighted in companies in the financials sector. The values of companies in the financials sector are particularly vulnerable to economic downturns and changes in government regulation and interest rates.

Derivatives risk

Derivatives, such as covered call options, are subject to the risk that small price movements can result in substantial gains or losses. Derivatives also entail exposure to counterparty risk, the risk of mispricing or improper valuation and the risk that changes in value of the derivative may not correlate perfectly with the relevant securities, assets or indices. The Fund "covers" its exposure to certain derivative contracts by segregating or designating liquid assets on its records sufficient to satisfy current payment obligations, which may expose the Fund to the market through both the underlying assets subject to the contract and the assets used as cover. The use of derivatives may cause the Fund to incur losses greater than those that would have occurred had derivatives not been used.

Investment company risk

The Fund's ability to achieve its investment objective may be directly related to the ability of any Victory Fund or unaffiliated Underlying Fund (including ETFs) held by the Fund to meet its investment objectives. In addition, shareholders of the Fund will indirectly bear the fees and expenses of the Underlying Fund.

IPO risk

Investments in IPOs may result in increased transaction costs and expenses and the realization of short-term capital gains and distributions. In addition, in the period immediately following an IPO, investments may be subject to more extreme price volatility than that of other equity investments. The Fund may lose all or part of its investments if the companies making their IPOs fail and their product lines fail to achieve an adequate level of market recognition or acceptance.

REIT risk

Investing in REITs involves many of the risks of investing directly in real estate such as declining real estate values, changing economic conditions and increasing interest rates. Investments in securities of REITs entails additional risks because REITs depend on specialized management skills, may invest in a limited number of properties and may concentrate in a particular region or property type.

Securities lending risk

The risk in lending portfolio securities, as with other extensions of credit, consists of the possibility of loss to the Fund due to (1) the inability of the borrower to return the securities, (2) a delay in receiving additional collateral to adequately cover any fluctuations in the value of securities on loan, (3) a delay in recovery of the securities, or (4) the loss of rights in the collateral should the borrower fail financially. In addition, the Fund is responsible for any loss that might result from its investment of the borrower’s collateral. In determining whether to lend securities, the Adviser or the Fund's securities lending agent will consider relevant facts and circumstances, including the creditworthiness of the borrower.

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

Organization and Management of the Fund

The Trust's Board of Trustees has the overall responsibility for overseeing the management of the Fund.

The Investment Adviser

The Adviser is a multi-boutique asset manager comprised of multiple investment teams, referred to as investment franchises, each of which utilizes an independent approach to investing. Integrity Asset Management ("Integrity") is the investment franchise responsible for the day-to-day investment management of the Fund.

For its fiscal year ended June 30, 2016, the Fund paid advisory fees, before waivers, at an annual rate of 1.00% of the average daily net assets of the Fund.

A discussion of the Board's most recent considerations in approving the Advisory Agreement is available in the Fund's semi-annual report for the period ended December 31, 2015.

Portfolio Management

Daniel J. DeMonica and Mirsat Nikovic are the Lead Portfolio Managers of the Integrity Discovery Fund. Sean A. Burke is a Portfolio Manager for the Fund. Lead Portfolio Managers listed for the Fund are, together, jointly responsible for the day-to-day management of the Fund's portfolio.

Mr. DeMonica is a Senior Portfolio Manager of Integrity and has been with the Adviser since 2014. From 2003-2014, Mr. DeMonica was a Senior Portfolio Manager and a Principal of Integrity Asset Management, LLC, where he was a member of portfolio management team of the Fund's predecessor fund since 2011. Mr. DeMonica is a CFA charterholder.

Mr. Nikovic is a Portfolio Manager of Integrity and has been with the Adviser since 2014. From 2007-2014, Mr. Nikovic was a Portfolio Manager of Integrity Asset Management, LLC, where he managed the Fund's predecessor fund since 2013.

Mr. Burke is an Equity Analyst of Integrity and has been with the Adviser since 2014. Prior to that, Mr. Burke was an Equity Analyst with Integrity Asset Management, LLC from 2011-2014 and held other positions with Integrity from 2006-2011.

Investing with Victory

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

If you are looking for a convenient way to open an account or to add money to an existing account, we can help. The sections that follow will serve as a guide to your investments with the Victory Funds. Choosing a Share Class will help you decide whether it would be more to your advantage to buy Class A, Class C, Class R or Class Y shares of the Fund. Class R and Class Y shares, however, are available for purchase only by eligible shareholders. The following sections describe how to open an account directly with us, how to access information about your account, and how to buy, exchange and sell shares of the Fund. Note, this information will vary if you invest through a third party Investment Professional such as a brokerage firm and will be dependent on that firm's policies and practices. Consult your Investment Professional for specific details.

Important information about sales load breakpoints

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.

Trading in the security has been halted;
The market quotation for the security is clearly erroneous due to a clerical error;
The security's liquidity decreases such that, in the Adviser's opinion, the market quotation has become stale; or
An event occurs after the close of the trading market (but before the Fund's NAV is calculated) that, in the Adviser's opinion, materially affects the value of the security.

Choosing a Share Class

CLASS A

Front-end sales charge, as described in this section. There are several ways to reduce or eliminate this charge.
A contingent deferred sales charge (CDSC) may be imposed if you sell your shares within twelve months of their purchase.
Class A shares also pay ongoing distribution and/or service (12b-1) fees.
Lower annual expenses than Class C or Class R shares.

CLASS C

No front-end sales charge. All your money goes to work for you right away.
A CDSC may be imposed if you sell your shares within twelve months of their purchase.
Class C shares also pay ongoing distribution and/or service (12b-1) fees.
Higher annual expenses than all other classes of shares.

CLASS R

No front-end sales charge or CDSC. All your money goes to work for you right away.
Class R shares pay ongoing distribution and/or service (12b-1) fees.
Class R shares are only available to certain investors.
Higher annual expenses than all classes except Class C shares.

CLASS Y

No front-end sales charge or CDSC. All your money goes to work for you right away.
Class Y shares do not pay any ongoing distribution and/or service (12b-1) fees.
Class Y shares are only available to certain investors.
Lower annual expenses than Class A, Class C or Class R shares.

Share Classes

The Fund offers Class A, Class C, Class R and Class Y shares. Each share class represents investments in the same portfolio of securities, but each class has its own sales charge and expense structure, allowing you and your Investment Professional to choose the class that best suits your investment needs. When you purchase shares of the Fund, you must choose a share class.

Also, not all Victory Funds offer all classes of shares, and some classes of shares are available for purchase only by eligible shareholders.

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.

The Fund or any class may be terminated at any time for failure to achieve an economical level of assets or for other reasons.

Calculation of Sales Charges for Class A Shares

For historical expense information, see the "Financial Highlights" at the end of this Prospectus.

Your Investment in the Fund	Sales Charge as a % of Offering Price	Sales Charge as a % of 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 ¹	0.00%	0.00%

Sales Charge Reductions and Waivers for Class A Shares

There are several ways you can combine multiple purchases of Class A shares of the Victory Funds to take advantage of reduced sales charges and, in some cases, eliminate sales charges.

You may reduce or eliminate the sales charge in the following cases:

Purchases sufficient to reach a breakpoint (see Investing with Victory — Important information about sales load breakpoints ).
If you anticipate purchasing $50,000 or more of shares of the Fund, or in combination with Class A shares of other Victory Funds (excluding those Funds that do not impose a sales charge), within a 13-month period, you may obtain the shares at the same reduced sales charge as though the total quantity were invested in one lump sum. In order to qualify for the reduced sales charge, you must file a non-binding Letter of Intent (the "Letter") within 90 days of the start of the purchases. Each investment you make after signing the Letter will be entitled to the sales charge applicable to the total investment indicated in the Letter. You must start with a minimum initial investment of at least 5.00% of the total amount you intend to purchase. A portion of the shares purchased under the Letter will be held in escrow until the total investment has been completed. In the event the Letter is not completed, sufficient escrowed shares will be redeemed to pay any applicable front-end sales charges.
Rights of Accumulation allow you to add the value of any Class A shares of the Fund that you already own (excluding shares sold without a sales charge) to the amount of your next Class A investment to determine if your additional investment will qualify for a reduced sales charge. The value of the Class A shares you already own will be calculated by using the greater of the current value or the original investment amount.
The Combination Privilege allows you to combine the value of Class A shares you own in accounts of multiple Victory Funds (subject to limitations applicable to certain Victory Funds and excluding shares sold without a sales charge) and in accounts of household members of your immediate family (spouse or domestic partner and children under 21) to achieve a reduced sales charge on your added investment.
The Reinstatement Privilege permits an investor, within 90 days of a redemption of Class A shares of the Fund, to reinvest all or part of the redemption proceeds in the Class A shares of any Victory Fund at the NAV next computed after receipt by the transfer agent of the reinvestment order. No service charge is currently imposed on reinvestment in shares of the Fund.
The Victory Funds will completely waive the sales charge for Class A shares in the following cases:

Purchases of $1,000,000 or more.
Purchases by:

current and retired Victory Fund trustees or officers;
directors, trustees, employees, and family members of employees of the Adviser or "Affiliated Providers;" ¹ and
registered broker-dealers, financial intermediaries or their agents or affiliates who have agreements with Victory Capital Advisers, Inc., (the "Distributor"), if the shares are purchased for their own account, purchased for retirement plans of their employees or sold to registered representatives or full-time employees (or their immediate families), provided that such purchase is for one of the foregoing types of accounts;

Purchases for trust or other advisory accounts established with a financial institution and fee-based investment products or accounts.
Reinvestment of proceeds from a liquidation distribution of Class A shares of a Victory Fund held in a deferred compensation plan, agency, trust, or custody account.
Purchases by retirement plans, including Section 401 and 457 plans sponsored by a Section 501(c)(3) organization and certain non-qualified deferred compensation arrangements that operate in a similar manner to qualified plans. Investors nonetheless may be charged a fee if they effect transactions in Class A shares through a broker or agent.
Purchases by participants in the Victory Investment Program.
Purchases by participants in no transaction fee programs offered by certain broker-dealers (sometimes referred to as "supermarkets").
Purchases by financial intermediaries who have entered into an agreement with the Distributor to offer shares to self-directed investment brokerage accounts that may or may not charge a transaction fee to its customers.
Investors that have an investment account with the Adviser.

¹ Affiliated Providers are affiliates and subsidiaries of the Adviser and any organization that provides services to the Trust.

You should inform the Fund or your Investment Professional at the time of purchase of the sales charge waiver category which you believe applies.

Calculation of Sales Charges for Class C Shares

Individual purchases of $1,000,000 and above will automatically be made in Class A shares of the Fund.

Eligibility Requirements to Purchase Class R Shares

Class R shares may only be purchased by:

Retirement plans, including Section 401 and 457 plans, section 403 plans sponsored by a section 501(c)(3) organization and certain non-qualified deferred compensation arrangements that operate in a similar manner to qualified plans.
Fee-based investment products or accounts.

Eligibility Requirements to Purchase Class Y Shares

Only Eligible Investors may purchase or exchange into Class Y shares of the Fund. Eligible Investors include the following:

Institutional and individual retail investors with a minimum investment in Class Y shares of $1,000,000 who purchase through certain broker-dealers or directly from the transfer agent.
Clients of state-registered or federally-registered investment advisors (RIAs), where such RIAs trade through institutional trading platforms approved by the Funds, who invest at least $2,500.
Pension, profit sharing, employee benefit and other similar plans and trusts that invest in the Funds.
Investors who purchase through select fee-based advisory programs with an approved financial intermediary. In fee-based advisory programs, a financial intermediary typically charges each investor a fee based upon the value of the account. Such transactions may be subject to additional rules or requirements of the applicable financial intermediary's program.
Purchases by:

current and retired Victory Fund trustees or officers (including the former trustees and officers of the Munder Series Trust).
directors, trustees, employees, and family members of employees of the Adviser or "Affiliated Providers". ¹
investment advisory clients of the Adviser.
investment advisors, consultants, broker-dealers and other financial intermediaries investing for their own accounts or for the accounts of their immediate family members.

¹ Affiliated Providers are affiliates and subsidiaries of the Adviser and any organization that provides services to the Trust.

How to Buy Shares

Opening an account

If you would like to open an account, you will first need to complete an Account Application.

Victory Funds
P.O. Box 182593
Columbus, OH 43218-2593

If your investment order is accepted by the Fund, an Investment Professional or other intermediary, it will be priced at the NAV next computed as described in the section entitled "Share Price."

Paying for your initial purchase

Minimum investments

If you would like to buy Class A or Class C shares, the minimum investment required to open an account is $2,500; no minimum for certain retirement plans and approved fee-based and/or advisor program and similar accounts ($1,000 for IRA accounts), with additional investments of at least $50. If you would like to buy Class R or Class Y shares, you must first be an Eligible Investor, as discussed in the section Choosing a Share Class — Eligibility Requirements to Purchase . There are no minimum investment amounts required for Class R or Class Y shares except as set forth in the Eligibility Requirements to Purchase .

There is no minimum investment required to open an account or for additional investments in Victory Simple IRAs.

Purchasing additional shares

Once you have an existing account, you can make additional investments at any time in any amount (subject to any minimums) in the following ways:

By Mail

To ensure that your additional investment is properly credited to your account, use the Investment Stub attached to your confirmation statement and send it with your check to the address indicated.
By Telephone

If you have an existing account that has been set up to receive electronic transfers, you can buy additional shares by calling Victory Funds Customer Service at 800-539-3863 between 8:00 a.m. and 6:00 p.m. (Eastern Time), Monday through Friday.
By Exchange

You may purchase shares of the Fund using the proceeds from the simultaneous redemption of shares of another Victory Fund if it is eligible for an exchange with your Fund. You may initiate an exchange online (if you are a registered user of VictoryFunds.com), by telephone, or by mail. See the section "Exchanging Shares."
Via the Internet

If you are a registered user, you may request a purchase of shares through our website at VictoryFunds.com. Your account must be set up for Automated Clearing House ("ACH") payment in order to execute online purchases.
By ACH

Your account must be set up for ACH payment in order to execute purchases online or by telephone. It takes about 15 days to set up an ACH account and only domestic member banks may be used. After your account is set up, your purchase amount can be transferred by ACH. Currently, the Fund does not charge a fee for ACH transfers but it reserves the right to charge for this service in the future. Your originating bank may charge a fee for ACH transfers.
By Wire

You may buy Fund shares by bank wire transfer of same day funds. Please call Victory Funds Customer Service at 800-539-3863 between 8:00 a.m. and 6:00 p.m. (Eastern Time), Monday through Friday for wiring instructions. Any commercial bank can transfer same-day funds by wire.

Although the transfer agent does not currently charge you for receiving same-day funds, it reserves the right to charge for this service in the future. Your bank may charge you for wiring same-day funds. You cannot buy shares for tax-qualified retirement plans by wire transfer.
By Systematic Investment Plan

To enroll in the Systematic Investment Plan, you should check this box on the Account Application or on the Account Maintenance Form. We will need your bank information and the amount ($50 or more) 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 before we will make automatic withdrawals from your bank account and invest it in shares of the Fund.

Other purchase rules you should know

Keep these addresses handy for purchases, exchanges, or redemptions.

	BY REGULAR U.S. MAIL	Victory Funds P.O. Box 182593 Columbus, OH 43218-2593
	BY OVERNIGHT MAIL	Use the following address ONLY for overnight packages: Victory Funds c/o FIS TA Operations 4249 Easton Way, Suite 400 Columbus, OH 43219 PHONE: 800-539-3863
	BY WIRE	Call 800-539-3863 BEFORE wiring money to notify the Fund that you intend to purchase shares by wire and to verify wire instructions.
	BY TELEPHONE	800-539-FUND (800-539-3863)
	ON THE INTERNET	www.VictoryFunds.com

Statements and Reports

Retirement Plans

How to Exchange Shares

Exchanges are subject to any CDSC, minimum investment limitation or eligibility requirements described in the applicable Prospectus and SAI. You may be required to provide sufficient information to establish eligibility to exchange into the new share class.
To exchange between Victory Funds, the other Victory Fund you wish to exchange into must be eligible for exchange with your Fund.
Shares of the Victory Fund selected for exchange must be available for sale in your state of residence.

If you have questions about these, or any of the Fund's other exchange policies, please consult Victory Customer Service or your Investment Professional before requesting an exchange.

Before exchanging, you should read the Prospectus of the Fund you wish to exchange into, which may be subject to different risks, fees and expenses.

Class C share conversion

Processing your exchange/conversion

Requesting an exchange

You can exchange shares of the Fund by telephone, by mail or via the Internet. You cannot exchange into an account with a different registration or tax identification number.

By Telephone

Unless you indicate otherwise on the account application, Victory Customer Service will be authorized to accept exchange instructions received by telephone.

By Mail

Send a letter of instruction signed by all registered owners or their legal representatives to the Victory Funds.

Via the Internet

You may also exchange shares via the Internet at VictoryFunds.com if you are a registered user.

Other exchange rules you should know

An exchange of Fund shares for shares of another Victory Fund constitutes a sale for tax purposes unless the exchange is made within an IRA or other tax-deferred account.

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.

BY TELEPHONE

Mail a check to the address of record;
Wire funds to a previously designated domestic financial institution;
Mail a check to a previously designated alternate address; or
Electronically transfer your redemption via ACH to a previously designated domestic financial institution.

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

Your account registration has changed within the last 15 business 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 Fund account with a different registration; or
The check or wire is being sent to a different bank account than was previously designated.

BY WIRE

BY ACH

Systematic Withdrawal Plan

Additional Information about Redemptions

Redemption proceeds from the sale of Fund shares purchased by a check or through ACH will be held until the purchase check or ACH has cleared, which may take up to 10 business days.
The Fund may postpone payment of redemption proceeds for up to seven calendar days at any time.
The Fund may suspend your right to redeem your shares in the following circumstances:

During non-routine closings of the NYSE;
When the 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
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 1.00% 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. Securities received pursuant to an in-kind redemption are subject to market risk until sold and may be subject to brokerage and other fees.
If you choose to have your redemption proceeds mailed to you and either the United States Postal Service is unable to deliver the redemption check to you or the check remains outstanding for more than six months, the Fund reserves the right to reinvest the check in shares of the Fund at its then current NAV until you give the Fund different instructions. No interest will accrue on amounts represented by uncashed redemption checks.

Distribution and Service Plans

In accordance with Rule 12b-1 of the Investment Company Act of 1940, the Trust has adopted Distribution and Service Plans for Class A shares, Class C shares and Class R shares of the Fund.

Under the Class A Distribution and Service Plan, the Fund will pay to the Distributor a monthly fee at an annual rate of up to 0.25% of its average daily net assets. Under the Class R Distribution and Service Plan, the Fund will pay to the Distributor a monthly fee at an annual rate of up to 0.50% of its average daily net assets. The fee is paid for general distribution services, for selling Class A and Class R shares of the Fund and, as applicable, for providing personal services to shareholders of the Fund. Distribution and selling services are provided by the Distributor or by agents of the Distributor and include those services intended to result in the sale of the Fund's shares. Personal services to shareholders are generally provided by broker-dealers or other intermediaries and consist of responding to inquiries, providing information to shareholders about their Fund accounts, establishing and maintaining accounts and records, providing dividend and distribution payments, arranging for bank wires, assisting in transactions and changing account information.

Other Payments to Financial Intermediaries

The Adviser (and its affiliates) may make substantial payments to affiliated and unaffiliated dealers or other Investment Professionals and service providers for distribution, administrative and/or shareholder servicing activities, out of its own resources, including the profits from the advisory fees the Adviser receives from the Fund. The Adviser also may reimburse the Distributor (or the Distributor's affiliates) for making these payments. Some of these distribution-related payments may be made to dealers or Investment Professional for marketing, promotional or related expenses; these payments are often referred to as "revenue sharing." In some circumstances, those types of payments may create an incentive for a dealer or Investment Professional or its representatives to recommend or offer shares of the Fund or other Victory Funds to its customers. You should ask your dealer or Investment Professional for more details about any such payments it receives.

Distributions and Taxes

Distributions can be received in one of the following ways. Please check with your Investment Professional if you are unsure of which option is right for you.

Your choice of distribution should be set up on the original Account Application. If you would like to change the option you selected, please call 800-539-FUND.

Reinvestment Option

Cash Option

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 Distributions Option

Directed Bank Account Option

Important Information about Taxes

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.

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

Qualified dividends received from the Fund by noncorporate shareholders will be taxed at long-term capital gain rates to the extent attributable to qualified dividends received by the Fund. Nonqualified dividends, dividends received by corporate shareholders and dividends from the Fund's short-term capital gains are taxable as ordinary income. Dividends from the Fund's long-term capital gains are taxable as long-term capital gains.
Dividends are treated in the same manner for U.S. federal income tax purposes whether you receive them in cash, additional shares of the Fund, or you reinvest them in shares of another Victory Fund.
An exchange of the Fund's shares for shares of another Victory Fund will be treated as a sale. When you sell or exchange shares of the Fund, you must recognize any gain or loss.
An exchange of one class of the Fund's shares for shares of another class of the same Fund generally constitutes a nontaxable exchange.
Distributions from the Fund and gains from the disposition of your shares may also be subject to state and local income tax.
An additional 3.8% Medicare tax will be imposed on certain net investment income (which includes ordinary dividends, capital gain distributions from the Fund, and gain recognized on a disposition of shares) of certain U.S. individuals, estates, and trusts.
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 by mid-February 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.
The Fund is generally required by law to provide you and the Internal Revenue Service with certain cost basis information related to the sale or redemption of any of your shares in the Fund acquired on or after January 1, 2012 (including distributions that are reinvested in additional shares of the Fund).
The Fund may be required to withhold tax from taxable distributions if you fail to give your correct social security or taxpayer identification number, fail to make required certifications, or the Fund is notified by the Internal Revenue Service that backup withholding is required.
You should review the more detailed discussion of federal income tax considerations in the SAI and consult your tax adviser regarding the federal, state, local, or foreign tax consequences resulting from your investment in the Fund.
The Fund may provide estimated capital gain distribution information through its website at VictoryFunds.com.

Important Fund Policies

Customer Identification Program

As a result, the Fund must obtain the following information for each person who opens a new account:

Name;
Date of birth (for individuals);
Residential or business street address (although post office boxes are still permitted for mailing); and
Social security number, taxpayer identification number, or other identifying number.

Account Maintenance Information

Change of name;
Add/change banking instructions;
Add/change beneficiaries;
Add/change authorized account traders;
Adding a Power of Attorney;
Add/change Trustee; and
Uniform Transfers to Minors Act/Uniform Gifts to Minors Act custodian change.

Market Timing

The Fund's Board of Trustees has adopted policies and procedures with respect to market timing. In order to prevent or minimize market timing, the Fund will:

Employ "fair value" pricing, as described in this Prospectus under Share Price , to minimize the discrepancies between a security's market quotation and its perceived market value, which often gives rise to market timing activity; and
Monitor for suspected market timing based on "short-term transaction" activity, that is, a purchase or redemption of a Fund and, as applicable, a subsequent redemption or purchase of the same Fund, or an exchange of all or part of that same Fund.

The Fund's market timing policies and procedures may be modified or terminated at any time under the oversight of the Board.

Portfolio Holdings Disclosure

The Fund also discloses its complete portfolio holdings each calendar quarter on the Fund's website, VictoryFunds.com, no earlier than the 15th day after the quarter end.

You can find a complete description of the Fund's policies and procedures with respect to disclosure of its portfolio securities in the Fund's SAI or on the Fund's website, VictoryFunds.com.

Performance

Shareholder Communications

Other Service Providers

: Victory Capital Advisers, Inc. (the Distributor), member FINRA and SIPC, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144, serves as distributor for the continuous offering of the Fund's shares. The Distributor is an affiliate of the Adviser.; Citibank N.A., 388 Greenwich St., New York, New York 10013, serves as the custodian of the Fund's investments and cash and settles trades made by the Fund.; Victory Capital Management Inc., 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144, also serves as the administrator and fund accountant for the Fund.; Citi Fund Services Ohio, Inc., 3435 Stelzer Road, Columbus, Ohio 43219, serves as the sub-administrator and sub-fund accountant for the Fund.; FIS Investor Services LLC, 4249 Easton Way, Suite 400, Columbus, Ohio 43219, serves as the transfer agent and dividend disbursing agent for the Fund.; Ernst & Young LLP, 1900 Scripps Center, 312 Walnut Street, Cincinnati, Ohio 45202, serves as the independent registered public accounting firm for the Fund.; Morrison & Foerster LLP, 250 West 55th Street, New York, New York 10019, serves as legal counsel to the Fund.

Financial Highlights

The following financial highlights tables reflect historical information about shares of the Fund and are intended to help you understand the Fund's financial performance for the past five years.

The Fund’s financial highlights includes historical information of the Fund’s predecessor, MST Micro-Cap Fund, a separate series of Munder Series Trust managed by Munder Capital Management, for periods prior to October 31, 2014.

Integrity Discovery Fund

	Class A Shares
	Year Ended June 30, 2016	Year Ended June 30, 2015	Year Ended June 30, 2014	Year Ended June 30, 2013	Year Ended June 30, 2012
Net Asset Value, Beginning of Period	$38.13	$37.51	$35.12	$32.55	$30.53
Investment Activities:
Net investment loss(a)	(0.09)	(0.24)	(0.38)	(0.15)	(0.34)
Net realized and unrealized gains (losses) on investments	(2.73)	4.22	8.01	7.92	2.36
Total from Investment Activities	(2.82)	3.98	7.63	7.77	2.02
Distributions to Shareholders:
Net realized gains from investments	(2.65)	(3.36)	(5.24)	(5.20)	—
Total Distributions to Shareholders	(2.65)	(3.36)	(5.24)	(5.20)	—
Capital Contributions from Prior Custodian, Net	0.05	—	—	—	—
Short-term trading fees	—	—	—	—	—(b)
Net Asset Value, End of Period	$32.71	$38.13	$37.51	$35.12	$32.55
Total Return (excludes sales charge)	(7.34)%(c)	11.32%	21.75%	27.36%	6.62%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$48,759	$60,621	$82,905	$62,982	$49,064
Ratio of net expenses to average net assets	1.60%	1.70%	1.83%	1.93%	2.04%
Ratio of net investment loss to average net assets	(0.27)%	(0.66)%	(1.00)%	(0.47)%	(1.15)%
Portfolio turnover (d)	42%	38%	62%	58%	56%

(a) Per share net investment loss has been calculated using the average daily shares method.

(b) Amount is less than $0.005 per share.

(c) The Fund is receiving monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was 0.16% for the year ended June 30, 2016.

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

	Class C Shares
	Year Ended June 30, 2016	Year Ended June 30, 2015	Year Ended June 30, 2014	Year Ended June 30, 2013	Year Ended June 30, 2012
Net Asset Value, Beginning of Period	$30.85	$31.20	$30.16	$28.84	$27.26
Investment Activities:
Net investment loss(a)	(0.28)	(0.43)	(0.55)	(0.35)	(0.49)
Net realized and unrealized gains (losses) on investments	(2.21)	3.44	6.83	6.87	2.07
Total from Investment Activities	(2.49)	3.01	6.28	6.52	1.58
Distributions to Shareholders:
Net realized gains from investments	(2.65)	(3.36)	(5.24)	(5.20)	—
Total Distributions to Shareholders	(2.65)	(3.36)	(5.24)	(5.20)	—
Capital Contributions from Prior Custodian, Net	0.05	—	—	—	—
Short-term trading fees	—	—	—	—	—(b)
Net Asset Value, End of Period	$25.76	$30.85	$31.20	$30.16	$28.84
Total Return (excludes contingent deferred sales charge)	(8.04)%(c)	10.41%	20.86%	26.43%	5.80%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$14,096	$16,989	$17,532	$13,767	$12,220
Ratio of net expenses to average net assets	2.38%	2.50%	2.58%	2.69%	2.79%
Ratio of net investment loss to average net assets	(1.05)%	(1.45)%	(1.75)%	(1.22)%	(1.90)%
Portfolio turnover (d)	42%	38%	62%	58%	56%

(a) Per share net investment loss has been calculated using the average daily shares method.

(b) Amount is less than $0.005 per share.

(c) The Fund is receiving monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was 0.16% for the year ended June 30, 2016.

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

	Class R Shares
	Year Ended June 30, 2016	Year Ended June 30, 2015	Year Ended June 30, 2014	Year Ended June 30, 2013	Year Ended June 30, 2012
Net Asset Value, Beginning of Period	$37.21	$36.81	$34.63	$32.23	$30.31
Investment Activities:
Net investment loss(a)	(0.24)	(0.36)	(0.46)	(0.24)	(0.41)
Net realized and unrealized gains (losses) on investments	(2.66)	4.12	7.88	7.84	2.33
Total from Investment Activities	(2.90)	3.76	7.42	7.60	1.92
Distributions to Shareholders:
Net realized gains from investments	(2.65)	(3.36)	(5.24)	(5.20)	—
Total Distributions to Shareholders	(2.65)	(3.36)	(5.24)	(5.20)	—
Capital Contributions from Prior Custodian, Net	0.05	—	—	—	—
Short-term trading fees	—	—	—	—	—(b)
Net Asset Value, End of Period	$31.71	$37.21	$36.81	$34.63	$32.23
Total Return	(7.76)%(c)	10.88%	21.46%	27.09%	6.33%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$1,696	$1,232	$921	$355	$251
Ratio of net expenses to average net assets	2.08%	2.08%	2.08%	2.18%	2.30%
Ratio of net investment loss to average net assets	(0.75)%	(1.00)%	(1.24)%	(0.75)%	(1.41)%
Ratio of gross expenses to average net assets (d)	2.39%	2.75%	2.08%	2.18%	2.30%
Portfolio turnover (e)	42%	38%	62%	58%	56%

(a) Per share net investment loss has been calculated using the average daily shares method.

(b) Amount is less than $0.005 per share.

(c) The Fund is receiving monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was 0.16% for the year ended June 30, 2016.

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

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

	Class Y Shares
	Year Ended June 30, 2016	Year Ended June 30, 2015	Year Ended June 30, 2014	Year Ended June 30, 2013	Year Ended June 30, 2012
Net Asset Value, Beginning of Period	$40.52	$39.55	$36.72	$33.72	$31.55
Investment Activities:
Net investment loss(a)	(0.01)	(0.15)	(0.29)	(0.07)	(0.27)
Net realized and unrealized gains (losses) on investments	(2.89)	4.48	8.36	8.27	2.44
Total from Investment Activities	(2.90)	4.33	8.07	8.20	2.17
Distributions to Shareholders:
Net realized gains from investments	(2.65)	(3.36)	(5.24)	(5.20)	—
Total Distributions to Shareholders	(2.65)	(3.36)	(5.24)	(5.20)	—
Capital Contributions from Prior Custodian, Net	0.05	—	—	—	—
Short-term trading fees	—	—	—	—	—(b)
Net Asset Value, End of Period	$35.02	$40.52	$39.55	$36.72	$33.72
Total Return	(7.10)%(c)	11.60%	22.08%	27.68%	6.88%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$27,622	$36,217	$22,279	$12,107	$12,273
Ratio of net expenses to average net assets	1.35%	1.45%	1.58%	1.69%	1.79%
Ratio of net investment loss to average net assets	(0.03)%	(0.39)%	(0.75)%	(0.20)%	(0.89)%
Portfolio turnover (d)	42%	38%	62%	58%	56%

(a) Per share net investment loss has been calculated using the average daily shares method.

(b) Amount is less than $0.005 per share.

(c) The Fund is receiving monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was 0.16% for the year ended June 30, 2016.

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

P.O. Box 182593
Columbus, OH 43218-2593

By telephone:
Call Victory Funds at
800-539-FUND
(800-539-3863)

By mail:
Victory Funds
P.O. Box 182593
Columbus, OH 43218-2593

In person:
SEC Public Reference Room
Washington, D.C.
Call 202-551-8090 for location and hours.

By mail:
SEC Public Reference Section
Washington, D.C. 20549-1520

On the Internet:
EDGAR database at sec.gov or by email request at
publicinfo@sec.gov

Investment Company Act File Number 811-4852

VF-ID-PRO (11/16)

November 1, 2016

Prospectus

Victory Integrity Mid-Cap Value Fund

Class A	MAIMX
Class R6	MRIMX
Class Y	MYIMX

VictoryFunds.com
800-539-FUND
(800-539-3863)

Victory Funds

Table of Contents

Payments to Broker-Dealers and Other Financial Intermediaries

Integrity Mid-Cap Value Fund Summary

Investment Objective

The Fund seeks to provide capital appreciation.

Fund Fees and Expenses

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your immediate family invest, or agree to invest in the future, at least $50,000 in the Victory Funds. More information about these and other discounts is available from your Investment Professional and in Investing with Victory on page 13 of the Fund's Prospectus and in Additional Purchase, Exchange and Redemption Information on page 40 of the Fund's Statement of Additional Information (SAI).

Shareholder Fees (paid directly from your investment)	Class A	Class R6	Class Y
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)	5.75%	NONE	NONE
Maximum Deferred Sales Charge (load) (as a percentage of the lower of purchase or sale price)	NONE ¹	NONE	NONE
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.75%	0.75%	0.75%
Distribution (12b-1) Fees	0.25%	0.00%	0.00%
Other Expenses	0.63%	2.35%	0.40%
Total Annual Fund Operating Expense	1.63%	3.10%	1.15%
Fee Waiver/Expense Reimbursement ²	(0.53)%	(2.30)%	(0.30)%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement ²	1.10%	0.80%	0.85%

² Victory Capital Management Inc., the Fund's investment adviser ("Adviser"), has contractually agreed to waive its management fee and/or reimburse expenses so that the total annual operating expenses of Class A, R6, and Y shares of the Fund (excluding acquired fund fees and expenses and certain items such as interest, taxes and brokerage commissions) do not exceed 1.10%, 0.80% and 0.85%, respectively, until at least October 31, 2018. The Adviser is permitted to recoup advisory fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place (including any amounts waived or reimbursed prior to October 31, 2014 by Munder Capital Management, investment adviser to the Fund’s predecessor, Munder Integrity Mid-Cap Value Fund, a series of Munder Series Trust) subject to the lesser of: (a) any operating expense limits in effect at the time of the original waiver or expense reimbursement; or (b) at the time of recoupment. This agreement may only be terminated by the Fund's Board of Trustees.

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. The amounts shown reflect the fee waiver/expense reimbursement in place through October 31, 2018. 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	$681	$959	$1,314	$2,310
Class R6	$82	$507	$1,206	$3,073
Class Y	$87	$304	$573	$1,342

Portfolio Turnover:

Principal Investment Strategy

Mid-capitalization companies are those companies with market capitalizations within the range of companies included in the Russell Midcap ^® Index ($213.3 million to $43.8 billion as of September 30, 2016). The Fund may invest up to 25% of its assets in foreign securities, including depositary receipts such as American Depositary Receipts (ADRs) and Global Depositary Receipts (GDRs).

The Adviser may sell a security if it believes the price objective for the stock has been reached, if more attractive opportunities are identified, or if the fundamentals of the company deteriorate.

From time to time, the Fund may focus its investments in companies in one or more economic sectors, including the financials sector and particularly those companies within the real estate investment trust (REIT) industry.

Principal Risks

The Fund's investments are subject to the following principal risks:

Equity Risk. The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions. A company's earnings or dividends may not increase as expected. Price changes may be temporary or last for extended periods.
Foreign Securities Risk. Foreign securities (including ADRs and GDRs) could be affected by factors not present in the U.S., including expropriation, confiscation of property, and difficulties in enforcing contracts. 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 companies. Foreign securities generally experience more volatility than their domestic counterparts.
Management Risk. The Adviser may not execute the Fund's principal investment strategy effectively.
Mid Capitalization Stock Risk. Mid-sized companies may be subject to a number of risks not associated with larger, more established companies, potentially making their stock prices more volatile and increasing the risk of loss.
Sector Risk. To the extent the Fund focuses in one or more sectors, such as the financials sector and the REIT industry, market or economic factors impacting those sectors could have a significant effect on the value of the Fund's investments and could make the Fund's performance more volatile. The values of companies in the financials sector are particularly vulnerable to economic downturns and changes in government regulation and interest rates. REITs are particularly subject to the risks of declining real estate values, changing economic conditions and increasing interest rates.
Value Investing Risk. Value stocks may fall out of favor with investors and may underperform growth stocks in an up market. The intrinsic value of value stocks may never be fully recognized by the market or their price may decline.

You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective.

An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) 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.

Investment Performance

The bar chart and table that follow indicate the risks of investing in the Fund. We assume reinvestment of dividends and distributions.

The table shows how the average annual total returns for Class A and Class Y shares of the Fund, including applicable maximum sales charges, compare to a broad measure of market performance. We calculate after-tax returns using the historical highest individual federal marginal income tax rates and we do not reflect the effect of state and local taxes. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant if you own your Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only one class and after-tax returns for other classes will vary. The Fund's past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. Updated performance information is available on the Fund's website at VictoryFunds.com.

The performance figures for Class A and Class Y shares reflect the historical performance of, respectively, the Class A and Class Y shares of the MST Munder Integrity Mid-Cap Value Fund, a series of Munder Series Trust (the predecessor to the Fund managed by Munder Capital Management). The Fund's performance has not been restated to reflect any differences in the expenses of the MST Munder Integrity Mid-Cap Value Fund. The MST Munder Integrity Mid-Cap Value Fund commenced operations, and Class A and Class Y were first offered on July 1, 2011. Past performance information is not presented for Class R6 shares as the share class does not yet have a full calendar year of performance.

Calendar Year Returns for Class Y Shares

YTD through 9/30/16: 13.26%
Highest/lowest quarterly results during this time period were:

Highest	13.30% (quarter ended March 31, 2013)
Lowest	-9.52% (quarter ended September 30, 2015)

Average Annual Total Returns (For the Periods ended December 31, 2015)	1 Year	Life of Fund ¹
CLASS Y
Before Taxes	-6.03%	10.12%
After Taxes on Distributions	-6.29%	9.73%
After Taxes on Distributions and Sale of Fund Shares	-3.19%	7.98%
CLASS A
Before Taxes	-11.71%	8.40%
INDEX
Russell Midcap ^® Value Index returns reflect no deduction for fees, expenses, or taxes.	-4.78%	10.97%

¹ Inception date of Class A and Y shares is July 1, 2011.

Management of the Fund

Investment Adviser

Victory Capital Management Inc. ("Adviser") serves as the Fund's investment adviser. The portfolio managers primarily responsible for day-to-day management of the Fund are members of the Adviser's Integrity Asset Management ("Integrity") investment team (referred to as an investment franchise).

Portfolio Managers

Daniel G. Bandi is the Chief Investment Officer of Integrity and has been a Portfolio Manager of the Fund (including its predecessor fund) since its inception in 2011.

Daniel J. DeMonica is a Senior Portfolio Manager of Integrity and has been a Portfolio Manager of the Fund (including its predecessor fund) since its inception in 2011.

Adam I. Friedman is a Senior Portfolio Manager of Integrity and has been a Portfolio Manager of the Fund (including its predecessor fund) since its inception in 2011.

Joe A. Gilbert is a Portfolio Manager of Integrity and has been a Portfolio Manager of the Fund (including its predecessor fund) since its inception in 2011.

J. Bryan Tinsley is a Portfolio Manager of Integrity and has been a Portfolio Manager of the Fund (including its predecessor fund) since its inception in 2011.

Purchase and Sale of Fund Shares

You may redeem your shares on any day the Fund is open for business. Redemption requests may be made by telephone (with prior appropriate approval) or by mail.

Tax Information

Payments to Broker-Dealers and Other Financial Intermediaries

Additional Fund Information

Victory Capital Management Inc., which we refer to as the "Adviser" throughout the Prospectus, manages the Fund.

The Integrity Mid-Cap Value Fund (the "Fund") is managed by the Adviser, who also manages other funds, each having distinct investment management objectives, strategies, risks, and policies. Together, these funds are referred to in this Prospectus as the Victory Funds or, more simply, the "Funds."

If you would like to receive additional copies of any materials, please call the Victory Funds at 800-539-FUND (800-539-3863) or please visit VictoryFunds.com.

Investments

U.S. Equity Securities

Can include common stock, preferred stock and securities that are convertible or exchangeable into common stock of U.S. corporations.

Foreign Securities

Real Estate Investment Trusts (REITs)

The Fund may invest in real estate investment trusts (REITs), which are securities representing a pool of real estate or mortgages or both.

Investment Companies

Derivatives

Initial Public Offerings (IPOs)

The Fund may invest in initial public offerings (IPOs). It is uncertain whether IPOs will be available for investment by the Fund or what impact, if any, they will have on the Fund's performance.

Securities Lending

Risk Factors

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

The following describes the principal risks that you may assume as an investor in the Fund.

General risks

Market risk is the risk that the market value of a security may decline in response to developments affecting individual companies and/or general economic conditions. Market risk may affect a single issuer, an industry, a sector of the economy, or the entire market. Price changes may be temporary or last for extended periods. For example, stock prices have historically fluctuated in periodic cycles.
Manager risk is the risk that the Fund's portfolio manager may implement its investment strategy in a way that does not produce the intended result.
Stock selection risk is the risk that the value of the Fund's investments may decline if the particular companies in which the Fund invests do not perform well in the market. The Adviser's investment strategy seeks to control risk by adhering to portfolio constraints relative to the Fund's benchmark. As a result, the Fund may be particularly susceptible to a general decline in the mid-capitalization value sector of the U.S. stock market.

Equity risk

The value of an equity security will fluctuate in response to changes in earnings or other conditions affecting the issuer's profitability or in general market conditions. 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.

Value investing risk

Value investing attempts to identify strong companies selling at a discount from their perceived true worth. Advisers using this approach generally select stocks at prices that are, in their view, temporarily low relative to the company's earnings, assets, cash flow and dividends. Value investing is subject to the risk that a stock's intrinsic value may never be fully recognized or realized by the market, or its price may go down. In addition, there is the risk that a stock judged to be undervalued may actually be appropriately priced.

Mid-cap stock risk

Mid-cap companies often have more limited managerial and financial resources than larger, more established companies and, therefore, may be more susceptible to market downturns or changing economic conditions. Prices of mid-sized companies tend to be more volatile than those of larger companies and medium-sized issuers may be subject to greater degrees of changes in their earnings and prospects. Since mid-sized company stocks typically have narrower markets and are traded in lower volumes than larger company stocks, they may be more difficult to purchase and sell.

Foreign investments risk

Foreign securities, including ADRs and GDRs, tend to be more volatile and less liquid than U.S. securities. Further, foreign securities may be subject to additional risks not associated with investment in U.S. securities due to differences in the economic and political environment, the amount of available public information, the degree of market regulation, and financial reporting, accounting and auditing standards, and, in the case of foreign currency-denominated securities, fluctuations in currency exchange rates. In addition, during periods of social, political or economic instability in a country or region, the value of a foreign security could be affected by, among other things, increasing price volatility, illiquidity or the closure of the primary market on which the security is traded. In addition to foreign securities, the Fund may be exposed to foreign markets as a result of the Fund's investments in U.S. companies that have international exposure.

Sector focus risk

To the extent the Fund focuses in one or more sectors, market or economic factors impacting those sectors could have a significant effect on the value of the Fund's investments. Additionally, the Fund's performance may be more volatile when the Fund's investments are focused in a particular sector. Since benchmark sector weights influence the Fund's sector exposure, the Fund may tend to be more heavily weighted in companies in the financials sector, particularly those within the real estate investment trust (REIT) industry. The values of companies in the financials sector are particularly vulnerable to economic downturns and changes in government regulation and interest rates.

REIT risk

Investing in REITs involves many of the risks of investing directly in real estate such as declining real estate values, changing economic conditions and increasing interest rates. Investments in securities of REITs entails additional risks because REITs depend on specialized management skills, may invest in a limited number of properties and may concentrate in a particular region or property type.

Derivatives risk

Derivatives, such as covered call options, are subject to the risk that small price movements can result in substantial gains or losses. Derivatives also entail exposure to counterparty risk, the risk of mispricing or improper valuation and the risk that changes in value of the derivative may not correlate perfectly with the relevant securities, assets or indices. The Fund "covers" its exposure to certain derivative contracts by segregating or designating liquid assets on its records sufficient to satisfy current payment obligations, which may expose the Fund to the market through both the underlying assets subject to the contract and the assets used as cover. The use of derivatives may cause the Fund to incur losses greater than those that would have occurred had derivatives not been used.

Investment company risk

The Fund's ability to achieve its investment objective may be directly related to the ability of the Underlying Funds (including ETFs) held by the Fund to meet their investment objectives. In addition, shareholders of the Fund will indirectly bear the fees and expenses of the underlying investment companies. Lack of liquidity in an ETF could result in an ETF being more volatile than the underlying portfolio of securities.

IPO risk

Investments in IPOs may result in increased transaction costs and expenses and the realization of short-term capital gains and distributions. In addition, in the period immediately following an IPO, investments may be subject to more extreme price volatility than that of other equity investments. The Fund may lose all or part of its investments if the companies making their IPOs fail and their product lines fail to achieve an adequate level of market recognition or acceptance.

Securities lending risk

The risk in lending portfolio securities, as with other extensions of credit, consists of the possibility of loss to the Fund due to (1) the inability of the borrower to return the securities, (2) a delay in receiving additional collateral to adequately cover any fluctuations in the value of securities on loan, (3) a delay in recovery of the securities, or (4) the loss of rights in the collateral should the borrower fail financially. In addition, the Fund is responsible for any loss that might result from its investment of the borrower’s collateral. In determining whether to lend securities, the Adviser or the Fund's securities lending agent will consider relevant facts and circumstances, including the creditworthiness of the borrower.

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

Organization and Management of the Fund

The Trust's Board of Trustees has the overall responsibility for overseeing the management of the Fund.

The Investment Adviser

The Adviser is a multi-boutique asset manager comprised of multiple investment teams, referred to as investment franchises, each of which utilizes an independent approach to investing. Integrity Asset Management ("Integrity") is the investment franchise responsible for the day-to-day investment management of the Fund.

For its fiscal year ended June 30, 2016, the Fund paid advisory fees, before waivers, at an annual rate of 0.75% of the average daily net assets of the Fund.

A discussion of the Board's most recent considerations in approving the Advisory Agreement is available in the Fund's semi-annual report for the period ended December 31, 2015.

Portfolio Management

Daniel G. Bandi, Daniel J. DeMonica, Adam I. Friedman, Joe A. Gilbert and J. Bryan Tinsley are Co-Portfolio Managers of the Integrity Mid-Cap Value Fund. Portfolio managers listed for the Fund are, together, jointly responsible for the day-to-day management of the Fund's portfolio.

Mr. Bandi is the Chief Investment Officer of Integrity and has been with the Adviser since 2014. From 2003-2014, Mr. Bandi was the Chief Investment Officer and a Principal of Integrity Asset Management, LLC, where he was a member of portfolio management team of the Fund's predecessor fund since 2011. Mr. Bandi is a CFA charterholder.

Mr. Friedman is a Senior Portfolio Manager of Integrity and has been with the Adviser since 2014. From 2003-2014, Mr. Friedman was a Senior Portfolio Manager and a Principal of Integrity Asset Management, LLC, where he was a member of portfolio management team of the Fund's predecessor fund since 2011.

Mr. Gilbert is a Portfolio Manager of Integrity and has been with the Adviser since 2014. From 2003-2014, Mr. Gilbert was a Portfolio Manager of Integrity Asset Management, LLC, where he was a member of portfolio management team of the Fund's predecessor fund since 2011. Mr. Gilbert is a CFA charterholder.

Mr. Tinsley is a Portfolio Manager of Integrity and has been with the Adviser since 2014. From 2003-2014, Mr. Tinsley was a Portfolio Manager of Integrity Asset Management, LLC, where he was a member of portfolio management team of the Fund's predecessor fund since 2011. Mr. Tinsley is a CFA charterholder.

Investing with Victory

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

If you are looking for a convenient way to open an account or to add money to an existing account, we can help. The sections that follow will serve as a guide to your investments with the Victory Funds. Choosing a Share Class will help you decide whether it would be more to your advantage to buy Class A, Class R6 or Class Y shares of the Fund. Class R6 and Class Y shares, however, are available for purchase only by eligible shareholders. The following sections describe how to open an account directly with us, how to access information about your account, and how to buy, exchange and sell shares of the Fund. Note, this information will vary if you invest through a third party Investment Professional such as a brokerage firm and will be dependent on that firm's policies and practices. Consult your Investment Professional for specific details.

Important information about sales load breakpoints

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.

Trading in the security has been halted;
The market quotation for the security is clearly erroneous due to a clerical error;
The security's liquidity decreases such that, in the Adviser's opinion, the market quotation has become stale; or
An event occurs after the close of the trading market (but before the Fund's NAV is calculated) that, in the Adviser's opinion, materially affects the value of the security.

Choosing a Share Class

CLASS A

Front-end sales charge, as described in this section. There are several ways to reduce or eliminate this charge.
A contingent deferred sales charge (CDSC) may be imposed if you sell your shares within twelve months of their purchase.
Class A shares also pay ongoing distribution and/or service (12b-1) fees.
Higher annual expenses than Class R6 and Class Y shares.

CLASS R6

No front-end sales charge or CDSC. All your money goes to work for you right away.
Class R6 shares do not pay any ongoing distribution and/or service (12b-1) fees.
Class R6 shares are only available to certain investors.
Lower annual expenses than all other classes of shares.

CLASS Y

No front-end sales charge or CDSC. All your money goes to work for you right away.
Class Y shares do not pay any ongoing distribution and/or service (12b-1) fees.
Class Y shares are only available to certain investors.
Lower annual expenses than Class A shares.

Share Classes

The Fund offers Class A, Class R6 and Class Y shares. Each share class represents investments in the same portfolio of securities, but each class has its own sales charge and expense structure, allowing you and your Investment Professional to choose the class that best suits your investment needs. When you purchase shares of the Fund, you must choose a share class.

Also, not all Victory Funds offer all classes of shares, and some classes of shares are available for purchase only by eligible shareholders.

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.

The Fund or any class may be terminated at any time for failure to achieve an economical level of assets or for other reasons.

Calculation of Sales Charges for Class A Shares

For historical expense information, see the "Financial Highlights" at the end of this Prospectus.

Your Investment in the Fund	Sales Charge as a % of Offering Price	Sales Charge as a % of 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 ¹	0.00%	0.00%

Sales Charge Reductions and Waivers for Class A Shares

There are several ways you can combine multiple purchases of Class A shares of the Victory Funds to take advantage of reduced sales charges and, in some cases, eliminate sales charges.

You may reduce or eliminate the sales charge in the following cases:

Purchases sufficient to reach a breakpoint (see Investing with Victory — Important information about sales load breakpoints ).
If you anticipate purchasing $50,000 or more of shares of the Fund, or in combination with Class A shares of other Victory Funds (excluding those Funds that do not impose a sales charge), within a 13-month period, you may obtain the shares at the same reduced sales charge as though the total quantity were invested in one lump sum. In order to qualify for the reduced sales charge, you must file a non-binding Letter of Intent (the "Letter") within 90 days of the start of the purchases. Each investment you make after signing the Letter will be entitled to the sales charge applicable to the total investment indicated in the Letter. You must start with a minimum initial investment of at least 5.00% of the total amount you intend to purchase. A portion of the shares purchased under the Letter will be held in escrow until the total investment has been completed. In the event the Letter is not completed, sufficient escrowed shares will be redeemed to pay any applicable front-end sales charges.
Rights of Accumulation allow you to add the value of any Class A shares of the Fund that you already own (excluding shares sold without a sales charge) to the amount of your next Class A investment to determine if your additional investment will qualify for a reduced sales charge. The value of the Class A shares you already own will be calculated by using the greater of the current value or the original investment amount.
The Combination Privilege allows you to combine the value of Class A shares you own in accounts of multiple Victory Funds (subject to limitations applicable to certain Victory Funds and excluding shares sold without a sales charge) and in accounts of household members of your immediate family (spouse or domestic partner and children under 21) to achieve a reduced sales charge on your added investment.
The Reinstatement Privilege permits an investor, within 90 days of a redemption of Class A shares of the Fund, to reinvest all or part of the redemption proceeds in the Class A shares of any Victory Fund at the NAV next computed after receipt by the transfer agent of the reinvestment order. No service charge is currently imposed on reinvestment in shares of the Fund.
The Victory Funds will completely waive the sales charge for Class A shares in the following cases:

Purchases of $1,000,000 or more.
Purchases by:

current and retired Victory Fund trustees or officers;
directors, trustees, employees, and family members of employees of the Adviser or "Affiliated Providers;" ¹ and
registered broker-dealers, financial intermediaries or their agents or affiliates who have agreements with Victory Capital Advisers, Inc., (the "Distributor"), if the shares are purchased for their own account, purchased for retirement plans of their employees or sold to registered representatives or full-time employees (or their immediate families), provided that such purchase is for one of the foregoing types of accounts;

Purchases for trust or other advisory accounts established with a financial institution and fee-based investment products or accounts.
Reinvestment of proceeds from a liquidation distribution of Class A shares of a Victory Fund held in a deferred compensation plan, agency, trust, or custody account.
Purchases by retirement plans, including Section 401 and 457 plans sponsored by a Section 501(c)(3) organization and certain non-qualified deferred compensation arrangements that operate in a similar manner to qualified plans. Investors nonetheless may be charged a fee if they effect transactions in Class A shares through a broker or agent.
Purchases by participants in the Victory Investment Program.
Purchases by participants in no transaction fee programs offered by certain broker-dealers (sometimes referred to as "supermarkets").
Purchases by financial intermediaries who have entered into an agreement with the Distributor to offer shares to self-directed investment brokerage accounts that may or may not charge a transaction fee to its customers.
Investors that have an investment account with the Adviser.

¹ Affiliated Providers are affiliates and subsidiaries of the Adviser and any organization that provides services to the Trust.

You should inform the Fund or your Investment Professional at the time of purchase of the sales charge waiver category which you believe applies.

Eligibility Requirements to Purchase Class R6 Shares

Class R6 shares may only be purchased by:

Retirement plans, including Section 401 and 457 plans, section 403 plans sponsored by a section 501(c)(3) organization and certain non-qualified deferred compensation arrangements that operate in a similar manner to qualified plans.

Eligibility Requirements to Purchase Class Y Shares

Only Eligible Investors may purchase or exchange into Class Y shares of the Fund. Eligible Investors include the following:

Institutional and individual retail investors with a minimum investment in Class Y shares of $1,000,000 who purchase through certain broker-dealers or directly from the transfer agent.
Clients of state-registered or federally-registered investment advisors (RIAs), where such RIAs trade through institutional trading platforms approved by the Funds, who invest at least $2,500.
Pension, profit sharing, employee benefit and other similar plans and trusts that invest in the Funds.
Investors who purchase through select fee-based advisory programs with an approved financial intermediary. In fee-based advisory programs, a financial intermediary typically charges each investor a fee based upon the value of the account. Such transactions may be subject to additional rules or requirements of the applicable financial intermediary's program.
Purchases by:

current and retired Victory Fund trustees or officers (including the former trustees and officers of the Munder Series Trust).
directors, trustees, employees, and family members of employees of the Adviser or "Affiliated Providers". ¹
investment advisory clients of the Adviser.
investment advisors, consultants, broker-dealers and other financial intermediaries investing for their own accounts or for the accounts of their immediate family members.

¹ Affiliated Providers are affiliates and subsidiaries of the Adviser and any organization that provides services to the Trust.

How to Buy Shares

Opening an account

If you would like to open an account, you will first need to complete an Account Application.

Victory Funds
P.O. Box 182593
Columbus, OH 43218-2593

If your investment order is accepted by the Fund, an Investment Professional or other intermediary, it will be priced at the NAV next computed as described in the section entitled "Share Price."

Paying for your initial purchase

Minimum investments

If you would like to buy Class A the minimum investment required to open an account is $2,500; no minimum for certain retirement plans and approved fee-based and/or advisor program and similar accounts ($1,000 for IRA accounts), with additional investments of at least $50. If you would like to buy Class R6 or Class Y shares, you must first be an Eligible Investor, as discussed in the section Choosing a Share Class — Eligibility Requirements to Purchase . There are no minimum investment amounts required for Class R6 or Class Y shares except as set forth in the Eligibility Requirements to Purchase .

There is no minimum investment required to open an account or for additional investments in Victory Simple IRAs.

Purchasing additional shares

Once you have an existing account, you can make additional investments at any time in any amount (subject to any minimums) in the following ways:

By Mail

To ensure that your additional investment is properly credited to your account, use the Investment Stub attached to your confirmation statement and send it with your check to the address indicated.
By Telephone

If you have an existing account that has been set up to receive electronic transfers, you can buy additional shares by calling Victory Funds Customer Service at 800-539-3863 between 8:00 a.m. and 6:00 p.m. (Eastern Time), Monday through Friday.
By Exchange

You may purchase shares of the Fund using the proceeds from the simultaneous redemption of shares of another Victory Fund if it is eligible for an exchange with your Fund. You may initiate an exchange online (if you are a registered user of VictoryFunds.com), by telephone, or by mail. See the section "Exchanging Shares."
Via the Internet

If you are a registered user, you may request a purchase of shares through our website at VictoryFunds.com. Your account must be set up for Automated Clearing House ("ACH") payment in order to execute online purchases.
By ACH

Your account must be set up for ACH payment in order to execute purchases online or by telephone. It takes about 15 days to set up an ACH account and only domestic member banks may be used. After your account is set up, your purchase amount can be transferred by ACH. Currently, the Fund does not charge a fee for ACH transfers but it reserves the right to charge for this service in the future. Your originating bank may charge a fee for ACH transfers.
By Wire

You may buy Fund shares by bank wire transfer of same day funds. Please call Victory Funds Customer Service at 800-539-3863 between 8:00 a.m. and 6:00 p.m. (Eastern Time), Monday through Friday for wiring instructions. Any commercial bank can transfer same-day funds by wire.

Although the transfer agent does not currently charge you for receiving same-day funds, it reserves the right to charge for this service in the future. Your bank may charge you for wiring same-day funds. You cannot buy shares for tax-qualified retirement plans by wire transfer.
By Systematic Investment Plan

To enroll in the Systematic Investment Plan, you should check this box on the Account Application or on the Account Maintenance Form. We will need your bank information and the amount ($50 or more) 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 before we will make automatic withdrawals from your bank account and invest it in shares of the Fund.

Other purchase rules you should know

Keep these addresses handy for purchases, exchanges, or redemptions.

	BY REGULAR U.S. MAIL	Victory Funds P.O. Box 182593 Columbus, OH 43218-2593
	BY OVERNIGHT MAIL	Use the following address ONLY for overnight packages: Victory Funds c/o FIS TA Operations 4249 Easton Way, Suite 400 Columbus, OH 43219 PHONE: 800-539-3863
	BY WIRE	Call 800-539-3863 BEFORE wiring money to notify the Fund that you intend to purchase shares by wire and to verify wire instructions.
	BY TELEPHONE	800-539-FUND (800-539-3863)
	ON THE INTERNET	www.VictoryFunds.com

Statements and Reports

Retirement Plans

How to Exchange Shares

Exchanges are subject to any CDSC, minimum investment limitation or eligibility requirements described in the applicable Prospectus and SAI. You may be required to provide sufficient information to establish eligibility to exchange into the new share class.
To exchange between Victory Funds, the other Victory Fund you wish to exchange into must be eligible for exchange with your Fund.
Shares of the Victory Fund selected for exchange must be available for sale in your state of residence.

If you have questions about these, or any of the Fund's other exchange policies, please consult Victory Customer Service or your Investment Professional before requesting an exchange.

Before exchanging, you should read the Prospectus of the Fund you wish to exchange into, which may be subject to different risks, fees and expenses.

Processing your exchange/conversion

Requesting an exchange

You can exchange shares of the Fund by telephone, by mail or via the Internet. You cannot exchange into an account with a different registration or tax identification number.

By Telephone

Unless you indicate otherwise on the account application, Victory Customer Service will be authorized to accept exchange instructions received by telephone.

By Mail

Send a letter of instruction signed by all registered owners or their legal representatives to the Victory Funds.

Via the Internet

You may also exchange shares via the Internet at VictoryFunds.com if you are a registered user.

Other exchange rules you should know

An exchange of Fund shares for shares of another Victory Fund constitutes a sale for tax purposes unless the exchange is made within an IRA or other tax-deferred account.

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.

BY TELEPHONE

Mail a check to the address of record;
Wire funds to a previously designated domestic financial institution;
Mail a check to a previously designated alternate address; or
Electronically transfer your redemption via ACH to a previously designated domestic financial institution.

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

Your account registration has changed within the last 15 business 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 Fund account with a different registration; or
The check or wire is being sent to a different bank account than was previously designated.

BY WIRE

BY ACH

Systematic Withdrawal Plan

Additional Information about Redemptions

Redemption proceeds from the sale of Fund shares purchased by a check or through ACH will be held until the purchase check or ACH has cleared, which may take up to 10 business days.
The Fund may postpone payment of redemption proceeds for up to seven calendar days at any time.
The Fund may suspend your right to redeem your shares in the following circumstances:

During non-routine closings of the NYSE;
When the 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
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 1.00% 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. Securities received pursuant to an in-kind redemption are subject to market risk until sold and may be subject to brokerage and other fees.
If you choose to have your redemption proceeds mailed to you and either the United States Postal Service is unable to deliver the redemption check to you or the check remains outstanding for more than six months, the Fund reserves the right to reinvest the check in shares of the Fund at its then current NAV until you give the Fund different instructions. No interest will accrue on amounts represented by uncashed redemption checks.

Distribution and Service Plans

In accordance with Rule 12b-1 of the Investment Company Act of 1940, the Trust has adopted a Distribution and Service Plan for Class A shares of the Fund.

Other Payments to Financial Intermediaries

Distributions and Taxes

Distributions can be received in one of the following ways. Please check with your Investment Professional if you are unsure of which option is right for you.

Your choice of distribution should be set up on the original Account Application. If you would like to change the option you selected, please call 800-539-FUND.

Reinvestment Option

Your choice of distribution should be set up on the original Account Application. If you would like to change the option you selected, please call 800-539-FUND.

Cash Option

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 Distributions Option

Directed Bank Account Option

Important Information about Taxes

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.

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

Qualified dividends received from the Fund by noncorporate shareholders will be taxed at long-term capital gain rates to the extent attributable to qualified dividends received by the Fund. Nonqualified dividends, dividends received by corporate shareholders and dividends from the Fund's short-term capital gains are taxable as ordinary income. Dividends from the Fund's long-term capital gains are taxable as long-term capital gains.
Dividends are treated in the same manner for U.S. federal income tax purposes whether you receive them in cash, additional shares of the Fund, or you reinvest them in shares of another Victory Fund.
An exchange of the Fund's shares for shares of another Victory Fund will be treated as a sale. When you sell or exchange shares of the Fund, you must recognize any gain or loss.
An exchange of one class of the Fund's shares for shares of another class of the same Fund generally constitutes a nontaxable exchange.
Distributions from the Fund and gains from the disposition of your shares may also be subject to state and local income tax.
An additional 3.8% Medicare tax will be imposed on certain net investment income (which includes ordinary dividends, capital gain distributions from the Fund, and gain recognized on a disposition of shares) of certain U.S. individuals, estates, and trusts.
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 by mid-February 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.
The Fund is generally required by law to provide you and the Internal Revenue Service with certain cost basis information related to the sale or redemption of any of your shares in the Fund acquired on or after January 1, 2012 (including distributions that are reinvested in additional shares of the Fund).
The Fund may be required to withhold tax from taxable distributions if you fail to give your correct social security or taxpayer identification number, fail to make required certifications, or the Fund is notified by the Internal Revenue Service that backup withholding is required.
You should review the more detailed discussion of federal income tax considerations in the SAI and consult your tax adviser regarding the federal, state, local, or foreign tax consequences resulting from your investment in the Fund.
The Fund may provide estimated capital gain distribution information through its website at VictoryFunds.com.

Important Fund Policies

Customer Identification Program

As a result, the Fund must obtain the following information for each person who opens a new account:

Name;
Date of birth (for individuals);
Residential or business street address (although post office boxes are still permitted for mailing); and
Social security number, taxpayer identification number, or other identifying number.

Account Maintenance Information

Change of name;
Add/change banking instructions;
Add/change beneficiaries;
Add/change authorized account traders;
Adding a Power of Attorney;
Add/change Trustee; and
Uniform Transfers to Minors Act/Uniform Gifts to Minors Act custodian change.

Market Timing

The Fund's Board of Trustees has adopted policies and procedures with respect to market timing. In order to prevent or minimize market timing, the Fund will:

Employ "fair value" pricing, as described in this Prospectus under Share Price , to minimize the discrepancies between a security's market quotation and its perceived market value, which often gives rise to market timing activity; and
Monitor for suspected market timing based on "short-term transaction" activity, that is, a purchase or redemption of a Fund and, as applicable, a subsequent redemption or purchase of the same Fund, or an exchange of all or part of that same Fund.

The Fund's market timing policies and procedures may be modified or terminated at any time under the oversight of the Board.

Portfolio Holdings Disclosure

The Fund also discloses its complete portfolio holdings each calendar quarter on the Fund's website, VictoryFunds.com, no earlier than the 15th day after the quarter end.

You can find a complete description of the Fund's policies and procedures with respect to disclosure of its portfolio securities in the Fund's SAI or on the Fund's website, VictoryFunds.com.

Performance

Shareholder Communications

Other Service Providers

: Victory Capital Advisers, Inc. (the Distributor), member FINRA and SIPC, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144, serves as distributor for the continuous offering of the Fund's shares. The Distributor is an affiliate of the Adviser.; Citibank N.A., 388 Greenwich St., New York, New York 10013, serves as the custodian of the Fund's investments and cash and settles trades made by the Fund.; Victory Capital Management Inc., 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144, also serves as the administrator and fund accountant for the Fund.; Citi Fund Services Ohio, Inc., 3435 Stelzer Road, Columbus, Ohio 43219, serves as the sub-administrator and sub-fund accountant for the Fund.; FIS Investor Services LLC, 4249 Easton Way, Suite 400, Columbus, Ohio 43219, serves as the transfer agent and dividend disbursing agent for the Fund.; Ernst & Young LLP, 1900 Scripps Center, 312 Walnut Street, Cincinnati, Ohio 45202, serves as the independent registered public accounting firm for the Fund.; Morrison & Foerster LLP, 250 West 55th Street, New York, New York 10019, serves as legal counsel to the Fund.

Financial Highlights

The following financial highlights tables reflect historical information about shares of the Fund and are intended to help you understand the Fund's financial performance for the past five years.

The Fund’s financial highlights includes historical information of the Fund’s predecessor, MST Munder Integrity Mid-Cap Value Fund, a separate series of Munder Series Trust managed by Munder Capital Management, for periods prior to October 31, 2014.

Integrity Mid-Cap Value Fund

	Class A Shares
	Year Ended June 30, 2016	Year Ended June 30, 2015	Year Ended June 30, 2014	Year Ended June 30, 2013	Period Ended June 30, 2012(a)
Net Asset Value, Beginning of Period	$15.54	$15.83	$12.59	$9.82	$10.00
Investment Activities:
Net investment income (loss)(b)	0.07	(0.02)	(0.04)	(0.02)	0.02
Net realized and unrealized gains (losses) on investments	(0.01)(c)	0.16	3.56	2.80	(0.19)
Total from Investment Activities	0.06	0.14	3.52	2.78	(0.17)
Distributions to Shareholders:
Net investment income	(0.04)	—	—	(0.01)	(0.01)
Net realized gains from investments	(0.13)	(0.43)	(0.28)	—	—
Total Distributions to Shareholders	(0.17)	(0.43)	(0.28)	(0.01)	(0.01)
Net Asset Value, End of Period	$15.43	$15.54	$15.83	$12.59	$9.82
Total Return (excludes sales charge) (d)	0.41%	0.84%	28.20%	28.37%	(1.70)%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$11,086	$10,396	$4,283	$434	$107
Ratio of net expenses to average net assets (e)	1.50%	1.50%	1.50%	1.50%	1.50%
Ratio of net investment income (loss) to average net assets (e)	0.44%	(0.14)%	(0.27)%	(0.20)%	0.22%
Ratio of gross expenses to average net assets (e),(f)	1.63%	2.10%	4.75%	9.29%	113.21%
Portfolio turnover (d),(g)	71%	58%	51%	82%	46%

(a) Class A Shares of the Fund commenced operations on July 1, 2011.

(b) Per share net investment loss has been calculated using the average daily shares method.

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

(d) Not annualized for periods less than one year.

(e) Annualized for periods less than one year.

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

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

	Class R6 Shares
	Period Ended June 30, 2016(a)
Net Asset Value, Beginning of Period	$14.38
Investment Activities:
Net investment income(b)	0.06
Net realized and unrealized gains on investments	1.30
Total from Investment Activities	1.36
Distributions to Shareholders:
Net investment income	(0.08)
Net realized gains from investments	(0.13)
Total Distributions to Shareholders	(0.21)
Net Asset Value, End of Period	$15.53
Total Return (c)	9.50%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$726
Ratio of net expenses to average net assets (d)	1.04%
Ratio of net investment income to average net assets (d)	0.75%
Ratio of gross expenses to average net assets (d),(e)	3.10%
Portfolio turnover (c),(f)	71%

(a) Class R6 Shares of the Fund commenced operations on December 15, 2015.

(b) Per share net investment income has been calculated using the average daily shares method.

(d) Annualized for periods less than one year.

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

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

	Class Y Shares
	Year Ended June 30, 2016	Year Ended June 30, 2015	Year Ended June 30, 2014	Year Ended June 30, 2013	Period Ended June 30, 2012(a)
Net Asset Value, Beginning of Period	$15.65	$15.89	$12.61	$9.83	$10.00
Investment Activities:
Net investment income (loss)(b)	0.13	0.01	(0.01)	0.01	0.06
Net realized and unrealized gains (losses) on investments	(0.02)(c)	0.18	3.57	2.81	(0.21)
Total from Investment Activities	0.11	0.19	3.56	2.82	(0.15)
Distributions to Shareholders:
Net investment income	(0.05)	—	—	(0.04)	(0.02)
Net realized gains from investments	(0.13)	(0.43)	(0.28)	—	—
Total Distributions to Shareholders	(0.18)	(0.43)	(0.28)	(0.04)	(0.02)
Net Asset Value, End of Period	$15.58	$15.65	$15.89	$12.61	$9.83
Total Return (d)	0.73%	1.15%	28.48%	28.76%	(1.48)%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$8,442	$4,507	$3,133	$2,630	$1,723
Ratio of net expenses to average net assets (e)	1.15%	1.25%	1.25%	1.25%	1.25%
Ratio of net investment income (loss) to average net assets (e)	0.85%	0.08%	(0.09)%	0.13%	0.58%
Ratio of gross expenses to average net assets (e),(f)	1.15%	1.75%	4.80%	9.68%	28.48%
Portfolio turnover (d),(g)	71%	58%	51%	82%	46%

(a) Class Y Shares of the Fund commenced operations on July 1, 2011.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(d) Not annualized for periods less than one year.

(e) Annualized for periods less than one year.

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

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

P.O. Box 182593
Columbus, OH 43218-2593

By telephone:
Call Victory Funds at
800-539-FUND
(800-539-3863)

By mail:
Victory Funds
P.O. Box 182593
Columbus, OH 43218-2593

In person:
SEC Public Reference Room
Washington, D.C.
Call 202-551-8090 for location and hours.

By mail:
SEC Public Reference Section
Washington, D.C. 20549-1520

On the Internet:
EDGAR database at sec.gov or by email request at
publicinfo@sec.gov

Investment Company Act File Number 811-4852

VF-IMCV-PRO (11/16)

November 1, 2016

Prospectus

Victory Integrity Small/Mid-Cap Value Fund

Class A	MAISX
Class R6	MIRSX
Class Y	MYISX

VictoryFunds.com
800-539-FUND
(800-539-3863)

Victory Funds

Table of Contents

Payments to Broker-Dealers and Other Financial Intermediaries

Integrity Small/Mid-Cap Value Fund Summary

Investment Objective

The Fund seeks to provide capital appreciation.

Fund Fees and Expenses

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your immediate family invest, or agree to invest in the future, at least $50,000 in the Victory Funds. More information about these and other discounts is available from your Investment Professional and in Investing with Victory on page 14 of the Fund's Prospectus and in Additional Purchase, Exchange and Redemption Information on page 40 of the Fund's Statement of Additional Information (SAI).

Shareholder Fees (paid directly from your investment)	Class A	Class R6	Class Y
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)	5.75%	NONE	NONE
Maximum Deferred Sales Charge (load) (as a percentage of the lower of purchase or sale price)	NONE ¹	NONE	NONE
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees ²	0.80%	0.80%	0.80%
Distribution (12b-1) Fees	0.25%	0.00%	0.00%
Other Expenses	1.00%	0.68%	0.36%
Total Annual Fund Operating Expense	2.05%	1.48%	1.16%
Fee Waiver/Expense Reimbursement ³	(0.92)%	(0.65)%	(0.28)%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement ³	1.13%	0.83%	0.88%

² Restated to reflect lower management fee.

³ Victory Capital Management Inc., the Fund's investment adviser ("Adviser"), has contractually agreed to waive its management fee and/or reimburse expenses so that the total annual operating expenses of Class A, R6 and Y shares of the Fund (excluding acquired fund fees and expenses and certain items such as interest, taxes and brokerage commissions) do not exceed 1.13%, 0.83% and 0.88%, respectively, until at least October 31, 2018. The Adviser is permitted to recoup advisory fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place (including any amounts waived or reimbursed prior to October 31, 2014 by Munder Capital Management, investment adviser to the Fund's predecessor, Munder Integrity Small/Mid-Cap Value Fund, a series of Munder Series Trust), subject to the lesser of: (a) any operating expense limits in effect at the time of the original waiver or expense reimbursement; or (b) at the time of recoupment. This agreement may only be terminated by the Fund's Board of Trustees.

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. The amounts shown reflect the fee waiver/expense reimbursement in place through October 31, 2018. 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	$684	$1,008	$1,450	$2,674
Class R6	$85	$336	$681	$1,653
Class Y	$90	$311	$583	$1,358

Portfolio Turnover:

Principal Investment Strategy

The Adviser pursues the Fund's investment objective by investing, under normal circumstances, at least 80% of the Fund's net assets in equity securities (i.e., common stocks, preferred stocks, convertible securities and rights and warrants) of small- to mid-capitalization companies. Small- to mid-capitalization companies mean those companies with market capitalizations within the range of companies included in the Russell 2500 ^® Index ($35 million to $10.8 billion as of September 30, 2016). The Fund may invest up to 25% of its assets in foreign securities, including depositary receipts such as American Depositary Receipts (ADRs) and Global Depositary Receipts (GDRs).

Principal Risks

The Fund's investments are subject to the following principal risks:

Equity Risk. The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions. A company's earnings or dividends may not increase as expected. Price changes may be temporary or last for extended periods.
Foreign Securities Risk. Foreign securities (including ADRs and GDRs) could be affected by factors not present in the U.S., including expropriation, confiscation of property, and difficulties in enforcing contracts. 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 companies. Foreign securities generally experience more volatility than their domestic counterparts.
Management Risk. The Adviser may not execute the Fund's principal investment strategy effectively.
Sector Risk. To the extent the Fund focuses in one or more sectors, such as the financials sector and the REIT industry, market or economic factors impacting those sectors could have a significant effect on the value of the Fund's investments and could make the Fund's performance more volatile. The values of companies in the financials sector are particularly vulnerable to economic downturns and changes in government regulation and interest rates. REITs are particularly subject to the risks of declining real estate values, changing economic conditions and increasing interest rates.
Smaller Company Risk. Small and mid-sized companies may be subject to a number of risks not associated with larger, more established companies, potentially making their stock prices more volatile and increasing the risk of loss.
Value Investing Risk. Value stocks may fall out of favor with investors and may underperform growth stocks in an up market. The intrinsic value of value stocks may never be fully recognized by the market or their price may decline.

You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective.

An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) 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.

Investment Performance

The bar chart and table that follow indicate the risks of investing in the Fund. We assume reinvestment of dividends and distributions.

The table shows how the average annual total returns for Class A and Class Y shares of the Fund, including applicable maximum sales charges, compare to those of the Russell 2500 ^® Value Index. We calculate after-tax returns using the historical highest individual federal marginal income tax rates and we do not reflect the effect of state and local taxes. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant if you own your Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only one class and after-tax returns for other classes will vary. The Fund's past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. Updated performance information is available on the Fund's website at VictoryFunds.com.

The performance figures for Class A and Class Y shares and table below reflect the historical performance of, respectively, the Class A and Class Y shares of the MST Munder Integrity Small/Mid-Cap Value Fund, a series of Munder Series Trust (the predecessor to the Fund managed by Munder Capital Management). The Fund's performance has not been restated to reflect any differences in the expenses of the MST Munder Integrity Small/Mid-Cap Value Fund. The MST Munder Integrity Small/Mid-Cap Value Fund commenced operations, and Class A and Class Y were first offered on, July 1, 2011. Class R6 shares were first offered on March 4, 2015. Past performance information is not presented for Class R6 shares as the share class does not have a full calendar year of performance history.

Calendar Year Returns for Class Y Shares

YTD through 9/30/16: 10.20%
Highest/lowest quarterly results during this time period were:

Highest	13.65% (quarter ended March 31, 2013)
Lowest	10.24% (quarter ended September 30, 2015)

Average Annual Total Returns (For the Periods ended December 31, 2015)	1 Year	Life of Fund ¹
CLASS Y
Before Taxes	-8.76%	7.75%
After Taxes on Distributions	-8.85%	7.23%
After Taxes on Distributions and Sale of Fund Shares	-4.89%	6.06%
CLASS A
Before Taxes	-14.20%	6.10%
INDEX
Russell 2500 ^® Value Index Index returns reflect no deduction for fees, expenses, or taxes.	-5.49%	8.87%

¹ Inception date of the MST Munder Integrity Small/Mid-Cap Value Fund is July 1, 2011.

Management of the Fund

Investment Adviser

Victory Capital Management Inc. ("Adviser") serves as the Fund's investment adviser. The portfolio managers primarily responsible for day-to-day management of the Fund are members of the Adviser's Integrity Asset Management ("Integrity") investment team (referred to as an investment franchise).

Portfolio Managers

Daniel G. Bandi is the Chief Investment Officer of Integrity and has been a Portfolio Manager of the Fund (including its predecessor fund) since its inception in 2011.

Daniel J. DeMonica is a Senior Portfolio Manager of Integrity and has been a Portfolio Manager of the Fund (including its predecessor fund) since its inception in 2011.

Adam I. Friedman is a Senior Portfolio Manager of Integrity and has been a Portfolio Manager of the Fund (including its predecessor fund) since its inception in 2011.

Joe A. Gilbert is a Portfolio Manager of Integrity and has been a Portfolio Manager of the Fund (including its predecessor fund) since its inception in 2011.

J. Bryan Tinsley is a Portfolio Manager of Integrity and has been a Portfolio Manager of the Fund (including its predecessor fund) since its inception in 2011.

Purchase and Sale of Fund Shares

You may redeem your shares on any day the Fund is open for business. Redemption requests may be made by telephone (with prior appropriate approval) or by mail.

Tax Information

Payments to Broker-Dealers and Other Financial Intermediaries

Additional Fund Information

Victory Capital Management Inc., which we refer to as the "Adviser" throughout the Prospectus, manages the Fund.

The Integrity Small/Mid-Cap Value Fund (the "Fund") is managed by the Adviser, who also manages other funds, each having distinct investment management objectives, strategies, risks, and policies. Together, these funds are referred to in this Prospectus as the Victory Funds or, more simply, the "Funds."

If you would like to receive additional copies of any materials, please call the Victory Funds at 800-539-FUND (800-539-3863) or please visit VictoryFunds.com.

Investments

U.S. Equity Securities

Can include common stock, preferred stock and securities that are convertible or exchangeable into common stock of U.S. corporations.

Equity Securities of Foreign Companies Traded on U.S. Exchanges

Real Estate Investment Trusts (REITs)

The Fund may invest in real estate investment trusts (REITs), which are securities representing a pool of real estate or mortgages or both.

Derivatives

Investment Companies

Initial Public Offerings (IPOs)

The Fund may invest in initial public offerings (IPOs). It is uncertain whether IPOs will be available for investment by the Fund or what impact, if any, they will have on the Fund's performance.

Securities Lending

Risk Factors

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

The following describes the principal risks that you may assume as an investor in the Fund.

General risks

Market risk is the risk that the market value of a security may decline in response to developments affecting individual companies and/or general economic conditions. Market risk may affect a single issuer, an industry, a sector of the economy, or the entire market. Price changes may be temporary or last for extended periods. For example, stock prices have historically fluctuated in periodic cycles.
Manager risk is the risk that the Fund's portfolio manager may implement its investment strategy in a way that does not produce the intended result.
Stock selection risk is the risk that the value of the Fund's investments may decline if the particular companies in which the Fund invests do not perform well in the market. The Adviser's investment strategy seeks to control risk by adhering to portfolio constraints relative to the Fund's benchmark. As a result, the Fund may be particularly susceptible to a general decline in the small-cap and mid-capitalization sectors of the U.S. stock market.

Equity risk

The value of an equity security will fluctuate in response to changes in earnings or other conditions affecting the issuer's profitability or in general market conditions. 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.

Value investing risk

Value investing attempts to identify strong companies selling at a discount from their perceived true worth. Advisers using this approach generally select stocks at prices that are, in their view, temporarily low relative to the company's earnings, assets, cash flow and dividends. Value investing is subject to the risk that a stock's intrinsic value may never be fully recognized or realized by the market, or its price may go down. In addition, there is the risk that a stock judged to be undervalued may actually be appropriately priced.

Smaller-cap stock risk

Small or mid-sized companies often have more limited managerial and financial resources than larger, more established companies and, therefore, may be more susceptible to market downturns or changing economic conditions. Prices of small or mid-sized companies tend to be more volatile than those of larger companies and small or mid-sized issuers may be subject to greater degrees of changes in their earnings and prospects. Since smaller company stocks typically have narrower markets and are traded in lower volumes than larger company stocks, they may be often more difficult to purchase and sell.

Foreign investments risk

Foreign securities, including ADRs and GDRs, tend to be more volatile and less liquid than U.S. securities. Further, foreign securities may be subject to additional risks not associated with investment in U.S. securities due to differences in the economic and political environment, the amount of available public information, the degree of market regulation, and financial reporting, accounting and auditing standards, and, in the case of foreign currency-denominated securities, fluctuations in currency exchange rates. In addition, during periods of social, political or economic instability in a country or region, the value of a foreign security could be affected by, among other things, increasing price volatility, illiquidity or the closure of the primary market on which the security is traded. In addition to foreign securities, the Fund may be exposed to foreign markets as a result of the Fund's investments in U.S. companies that have international exposure.

Sector focus risk

To the extent the Fund focuses in one or more sectors, market or economic factors impacting those sectors could have a significant effect on the value of the Fund's investments. Additionally, the Fund's performance may be more volatile when the Fund's investments are focused in a particular sector. Since benchmark sector weights influence the Fund's sector exposure, the Fund may tend to be more heavily weighted in companies in the financials sector, particularly those within the real estate investment trust (REIT) industry. The values of companies in the financials sector are particularly vulnerable to economic downturns and changes in government regulation and interest rates.

REIT risk

Investing in REITs involves many of the risks of investing directly in real estate such as declining real estate values, changing economic conditions and increasing interest rates. Investments in securities of REITs entails additional risks because REITs depend on specialized management skills, may invest in a limited number of properties and may concentrate in a particular region or property type.

Derivatives risk

Derivatives, such as futures contracts and options on futures contracts, are subject to the risk that small price movements can result in substantial gains or losses. Derivatives also entail exposure to counterparty risk, the risk of mispricing or improper valuation and the risk that changes in value of the derivative may not correlate perfectly with the relevant securities, assets or indices. The Fund "covers" its exposure to certain derivative contracts by segregating or designating liquid assets on its records sufficient to satisfy current payment obligations, which may expose the Fund to the market through both the underlying assets subject to the contract and the assets used as cover. The use of derivatives may cause the Fund to incur losses greater than those that would have occurred had derivatives not been used.

Investment company risk

The Fund's ability to achieve its investment objective may be directly related to the ability of the Underlying Funds (including ETFs) held by the Fund to meet their investment objectives. In addition, shareholders of the Fund will indirectly bear the fees and expenses of the underlying investment companies. Lack of liquidity in an ETF could result in an ETF being more volatile than the underlying portfolio of securities.

IPO risk

Investments in IPOs may result in increased transaction costs and expenses and the realization of short-term capital gains and distributions. In addition, in the period immediately following an IPO, investments may be subject to more extreme price volatility than that of other equity investments. The Fund may lose all or part of its investments if the companies making their IPOs fail and their product lines fail to achieve an adequate level of market recognition or acceptance.

Securities lending risk

The risk in lending portfolio securities, as with other extensions of credit, consists of the possibility of loss to the Fund due to (1) the inability of the borrower to return the securities, (2) a delay in receiving additional collateral to adequately cover any fluctuations in the value of securities on loan, (3) a delay in recovery of the securities, or (4) the loss of rights in the collateral should the borrower fail financially. In addition, the Fund is responsible for any loss that might result from its investment of the borrower’s collateral. In determining whether to lend securities, the Adviser or the Fund's securities lending agent will consider relevant facts and circumstances, including the creditworthiness of the borrower.

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

Organization and Management of the Fund

The Trust's Board of Trustees has the overall responsibility for overseeing the management of the Fund.

The Investment Adviser

The Adviser is a multi-boutique asset manager comprised of multiple investment teams, referred to as investment franchises, each of which utilizes an independent approach to investing. Integrity Asset Management ("Integrity") is the investment franchise responsible for the day-to-day investment management of the Fund.

For its fiscal year ended June 30, 2016, the Fund paid advisory fees, before waivers, at an annual rate of 0.90% of the average daily net assets of the Fund.

A discussion of the Board's most recent considerations in approving the Advisory Agreement is available in the Fund's semi-annual report for the period ended December 31, 2015.

Portfolio Management

Daniel G. Bandi, Daniel J. DeMonica, Adam I. Friedman, Joe A. Gilbert and J. Bryan Tinsley are Co-Portfolio Managers of the Integrity Small/Mid-Cap Value Fund. Portfolio managers listed for the Fund are, together, jointly responsible for the day-to-day management of the Fund's portfolio.

Mr. Bandi is the Chief Investment Officer of Integrity and has been with the Adviser since 2014. From 2003-2014, Mr. Bandi was Chief Investment Officer and a Principal of Integrity Asset Management, LLC, where he was a member of portfolio management team of the Fund's predecessor fund since 2011. Mr. Bandi is a CFA charterholder.

Investing with Victory

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

If you are looking for a convenient way to open an account or to add money to an existing account, we can help. The sections that follow will serve as a guide to your investments with the Victory Funds. Choosing a Share Class will help you decide whether it would be more to your advantage to buy Class A, Class R6, or Class Y shares of the Fund. Class R6 and Class Y shares, however, are available for purchase only by eligible shareholders. The following sections describe how to open an account directly with us, how to access information about your account, and how to buy, exchange and sell shares of the Fund. Note, this information will vary if you invest through a third party Investment Professional such as a brokerage firm and will be dependent on that firm's policies and practices. Consult your Investment Professional for specific details.

Important information about sales load breakpoints

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.

Trading in the security has been halted;
The market quotation for the security is clearly erroneous due to a clerical error;
The security's liquidity decreases such that, in the Adviser's opinion, the market quotation has become stale; or
An event occurs after the close of the trading market (but before the Fund's NAV is calculated) that, in the Adviser's opinion, materially affects the value of the security.

Choosing a Share Class

CLASS A

Front-end sales charge, as described in this section. There are several ways to reduce or eliminate this charge.
A contingent deferred sales charge (CDSC) may be imposed if you sell your shares within twelve months of their purchase.
Class A shares also pay ongoing distribution and/or service (12b-1) fees.
Higher annual expenses than Class R6 and Class Y shares.

CLASS R6

No front-end sales charge or CDSC. All your money goes to work for you right away.
Class R6 shares do not pay any ongoing distribution and/or service (12b-1) fees.
Class R6 shares are only available to certain investors.
Lower annual expenses than all other classes of shares.

CLASS Y

No front-end sales charge or CDSC. All your money goes to work for you right away.
Class Y shares do not pay any ongoing distribution and/or service (12b-1) fees.
Class Y shares are only available to certain investors.
Lower annual expenses than Class A shares.

Share Classes

Also, not all Victory Funds offer all classes of shares, and some classes of shares are available for purchase only by eligible shareholders.

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.

The Fund or any class may be terminated at any time for failure to achieve an economical level of assets or for other reasons.

Calculation of Sales Charges for Class A Shares

For historical expense information, see the "Financial Highlights" at the end of this Prospectus.

Your Investment in the Fund	Sales Charge as a % of Offering Price	Sales Charge as a % of 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 ¹	0.00%	0.00%

Sales Charge Reductions and Waivers for Class A Shares

There are several ways you can combine multiple purchases of Class A shares of the Victory Funds to take advantage of reduced sales charges and, in some cases, eliminate sales charges.

You may reduce or eliminate the sales charge in the following cases:

Purchases sufficient to reach a breakpoint (see Investing with Victory — Important information about sales load breakpoints ).
If you anticipate purchasing $50,000 or more of shares of the Fund, or in combination with Class A shares of other Victory Funds (excluding those Funds that do not impose a sales charge), within a 13-month period, you may obtain the shares at the same reduced sales charge as though the total quantity were invested in one lump sum. In order to qualify for the reduced sales charge, you must file a non-binding Letter of Intent (the "Letter") within 90 days of the start of the purchases. Each investment you make after signing the Letter will be entitled to the sales charge applicable to the total investment indicated in the Letter. You must start with a minimum initial investment of at least 5.00% of the total amount you intend to purchase. A portion of the shares purchased under the Letter will be held in escrow until the total investment has been completed. In the event the Letter is not completed, sufficient escrowed shares will be redeemed to pay any applicable front-end sales charges.
Rights of Accumulation allow you to add the value of any Class A shares of the Fund that you already own (excluding shares sold without a sales charge) to the amount of your next Class A investment to determine if your additional investment will qualify for a reduced sales charge. The value of the Class A shares you already own will be calculated by using the greater of the current value or the original investment amount.
The Combination Privilege allows you to combine the value of Class A shares you own in accounts of multiple Victory Funds (subject to limitations applicable to certain Victory Funds and excluding shares sold without a sales charge) and in accounts of household members of your immediate family (spouse or domestic partner and children under 21) to achieve a reduced sales charge on your added investment.
The Reinstatement Privilege permits an investor, within 90 days of a redemption of Class A shares of the Fund, to reinvest all or part of the redemption proceeds in the Class A shares of any Victory Fund at the NAV next computed after receipt by the transfer agent of the reinvestment order. No service charge is currently imposed on reinvestment in shares of the Fund.
The Victory Funds will completely waive the sales charge for Class A shares in the following cases:

Purchases of $1,000,000 or more.
Purchases by:

current and retired Victory Fund trustees or officers;
directors, trustees, employees, and family members of employees of the Adviser or "Affiliated Providers;" ¹ and
registered broker-dealers, financial intermediaries or their agents or affiliates who have agreements with Victory Capital Advisers, Inc., (the "Distributor"), if the shares are purchased for their own account, purchased for retirement plans of their employees or sold to registered representatives or full-time employees (or their immediate families), provided that such purchase is for one of the foregoing types of accounts;

Purchases for trust or other advisory accounts established with a financial institution and fee-based investment products or accounts.
Reinvestment of proceeds from a liquidation distribution of Class A shares of a Victory Fund held in a deferred compensation plan, agency, trust, or custody account.
Purchases by retirement plans, including Section 401 and 457 plans sponsored by a Section 501(c)(3) organization and certain non-qualified deferred compensation arrangements that operate in a similar manner to qualified plans. Investors nonetheless may be charged a fee if they effect transactions in Class A shares through a broker or agent.
Purchases by participants in the Victory Investment Program.
Purchases by participants in no transaction fee programs offered by certain broker-dealers (sometimes referred to as "supermarkets").
Purchases by financial intermediaries who have entered into an agreement with the Distributor to offer shares to self-directed investment brokerage accounts that may or may not charge a transaction fee to its customers.
Investors that have an investment account with the Adviser.

¹ Affiliated Providers are affiliates and subsidiaries of the Adviser and any organization that provides services to the Trust.

You should inform the Fund or your Investment Professional at the time of purchase of the sales charge waiver category which you believe applies.

Eligibility Requirements to Purchase Class R6 Shares

Class R6 shares may only be purchased by:

Retirement plans, including Section 401 and 457 plans, section 403 plans sponsored by a section 501(c)(3) organization and certain non-qualified deferred compensation arrangements that operate in a similar manner to qualified plans.

Eligibility Requirements to Purchase Class Y Shares

Only Eligible Investors may purchase or exchange into Class Y shares of the Fund. Eligible Investors include the following:

Institutional and individual retail investors with a minimum investment in Class Y shares of $1,000,000 who purchase through certain broker-dealers or directly from the transfer agent.
Clients of state-registered or federally-registered investment advisors (RIAs), where such RIAs trade through institutional trading platforms approved by the Funds, who invest at least $2,500.
Pension, profit sharing, employee benefit and other similar plans and trusts that invest in the Fund.
Investors who purchase through select fee-based advisory programs with an approved financial intermediary. In fee-based advisory programs, a financial intermediary typically charges each investor a fee based upon the value of the account. Such transactions may be subject to additional rules or requirements of the applicable financial intermediary's program.
Purchases by:

current and retired Victory Fund trustees or officers (including the former trustees and officers of the Munder Series Trust).
directors, trustees, employees, and family members of employees of the Adviser or "Affiliated Providers". ¹
investment advisory clients of the Adviser.
investment advisors, consultants, broker-dealers and other financial intermediaries investing for their own accounts or for the accounts of their immediate family members.

¹ Affiliated Providers are affiliates and subsidiaries of the Adviser and any organization that provides services to the Trust.

How to Buy Shares

Opening an account

If you would like to open an account, you will first need to complete an Account Application.

Victory Funds
P.O. Box 182593
Columbus, OH 43218-2593

If your investment order is accepted by the Fund, an Investment Professional or other intermediary, it will be priced at the NAV next computed as described in the section entitled "Share Price."

Paying for your initial purchase

Minimum investments

There is no minimum investment required to open an account or for additional investments in Victory Simple IRAs.

Purchasing additional shares

Once you have an existing account, you can make additional investments at any time in any amount (subject to any minimums) in the following ways:

By Mail

To ensure that your additional investment is properly credited to your account, use the Investment Stub attached to your confirmation statement and send it with your check to the address indicated.
By Telephone

If you have an existing account that has been set up to receive electronic transfers, you can buy additional shares by calling Victory Funds Customer Service at 800-539-3863 between 8:00 a.m. and 6:00 p.m. (Eastern Time), Monday through Friday.
By Exchange

You may purchase shares of the Fund using the proceeds from the simultaneous redemption of shares of another Victory Fund if it is eligible for an exchange with your Fund. You may initiate an exchange online (if you are a registered user of VictoryFunds.com), by telephone, or by mail. See the section "Exchanging Shares."
Via the Internet

If you are a registered user, you may request a purchase of shares through our website at VictoryFunds.com. Your account must be set up for Automated Clearing House ("ACH") payment in order to execute online purchases.
By ACH

Your account must be set up for ACH payment in order to execute purchases online or by telephone. It takes about 15 days to set up an ACH account and only domestic member banks may be used. After your account is set up, your purchase amount can be transferred by ACH. Currently, the Fund does not charge a fee for ACH transfers but it reserves the right to charge for this service in the future. Your originating bank may charge a fee for ACH transfers.
By Wire

You may buy Fund shares by bank wire transfer of same day funds. Please call Victory Funds Customer Service at 800-539-3863 between 8:00 a.m. and 6:00 p.m. (Eastern Time), Monday through Friday for wiring instructions. Any commercial bank can transfer same-day funds by wire.

Although the transfer agent does not currently charge you for receiving same-day funds, it reserves the right to charge for this service in the future. Your bank may charge you for wiring same-day funds. You cannot buy shares for tax-qualified retirement plans by wire transfer.
By Systematic Investment Plan

To enroll in the Systematic Investment Plan, you should check this box on the Account Application or on the Account Maintenance Form. We will need your bank information and the amount ($50 or more) 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 before we will make automatic withdrawals from your bank account and invest it in shares of the Fund.

Other purchase rules you should know

Keep these addresses handy for purchases, exchanges, or redemptions.

	BY REGULAR U.S. MAIL	Victory Funds P.O. Box 182593 Columbus, OH 43218-2593
	BY OVERNIGHT MAIL	Use the following address ONLY for overnight packages: Victory Funds c/o FIS TA Operations 4249 Easton Way, Suite 400 Columbus, OH 43219 PHONE: 800-539-3863
	BY WIRE	Call 800-539-3863 BEFORE wiring money to notify the Fund that you intend to purchase shares by wire and to verify wire instructions.
	BY TELEPHONE	800-539-FUND (800-539-3863)
	ON THE INTERNET	www.VictoryFunds.com

Statements and Reports

Retirement Plans

How to Exchange Shares

Exchanges are subject to any CDSC, minimum investment limitation or eligibility requirements described in the applicable Prospectus and SAI. You may be required to provide sufficient information to establish eligibility to exchange into the new share class.
To exchange between Victory Funds, the other Victory Fund you wish to exchange into must be eligible for exchange with your Fund.
Shares of the Victory Fund selected for exchange must be available for sale in your state of residence.

If you have questions about these, or any of the Fund's other exchange policies, please consult Victory Customer Service or your Investment Professional before requesting an exchange.

Before exchanging, you should read the Prospectus of the Fund you wish to exchange into, which may be subject to different risks, fees and expenses.

Processing your exchange/conversion

Requesting an exchange

You can exchange shares of the Fund by telephone, by mail or via the Internet. You cannot exchange into an account with a different registration or tax identification number.

By Telephone

Unless you indicate otherwise on the account application, Victory Customer Service will be authorized to accept exchange instructions received by telephone.

By Mail

Send a letter of instruction signed by all registered owners or their legal representatives to the Victory Funds.

Via the Internet

You may also exchange shares via the Internet at VictoryFunds.com if you are a registered user.

Other exchange rules you should know

An exchange of Fund shares for shares of another Victory Fund constitutes a sale for tax purposes unless the exchange is made within an IRA or other tax-deferred account.

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.

BY TELEPHONE

Mail a check to the address of record;
Wire funds to a previously designated domestic financial institution;
Mail a check to a previously designated alternate address; or
Electronically transfer your redemption via ACH to a previously designated domestic financial institution.

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

Your account registration has changed within the last 15 business 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 Fund account with a different registration; or
The check or wire is being sent to a different bank account than was previously designated.

BY WIRE

BY ACH

Systematic Withdrawal Plan

Additional Information about Redemptions

Redemption proceeds from the sale of Fund shares purchased by a check or through ACH will be held until the purchase check or ACH has cleared, which may take up to 10 business days.
The Fund may postpone payment of redemption proceeds for up to seven calendar days at any time.
The Fund may suspend your right to redeem your shares in the following circumstances:

During non-routine closings of the NYSE;
When the 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
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 1.00% 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. Securities received pursuant to an in-kind redemption are subject to market risk until sold and may be subject to brokerage and other fees.
If you choose to have your redemption proceeds mailed to you and either the United States Postal Service is unable to deliver the redemption check to you or the check remains outstanding for more than six months, the Fund reserves the right to reinvest the check in shares of the Fund at its then current NAV until you give the Fund different instructions. No interest will accrue on amounts represented by uncashed redemption checks.

Distribution and Service Plans

In accordance with Rule 12b-1 of the Investment Company Act of 1940, the Trust has adopted a Distribution and Service Plan for Class A shares of the Fund.

Other Payments to Financial Intermediaries

Distributions and Taxes

Distributions can be received in one of the following ways. Please check with your Investment Professional if you are unsure of which option is right for you.

Your choice of distribution should be set up on the original Account Application. If you would like to change the option you selected, please call 800-539-FUND.

Reinvestment Option

Cash Option

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 Distributions Option

Directed Bank Account Option

Important Information about Taxes

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.

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

Qualified dividends received from the Fund by noncorporate shareholders will be taxed at long-term capital gain rates to the extent attributable to qualified dividends received by the Fund. Nonqualified dividends, dividends received by corporate shareholders and dividends from the Fund's short-term capital gains are taxable as ordinary income. Dividends from the Fund's long-term capital gains are taxable as long-term capital gains.
Dividends are treated in the same manner for U.S. federal income tax purposes whether you receive them in cash, additional shares of the Fund, or you reinvest them in shares of another Victory Fund.
An exchange of the Fund's shares for shares of another Victory Fund will be treated as a sale. When you sell or exchange shares of the Fund, you must recognize any gain or loss.
An exchange of one class of the Fund's shares for shares of another class of the same Fund generally constitutes a nontaxable exchange.
Distributions from the Fund and gains from the disposition of your shares may also be subject to state and local income tax.
An additional 3.8% Medicare tax will be imposed on certain net investment income (which includes ordinary dividends, capital gain distributions from the Fund, and gain recognized on a disposition of shares) of certain U.S. individuals, estates, and trusts.
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 by mid-February 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.
The Fund is generally required by law to provide you and the Internal Revenue Service with certain cost basis information related to the sale or redemption of any of your shares in the Fund acquired on or after January 1, 2012 (including distributions that are reinvested in additional shares of the Fund).
The Fund may be required to withhold tax from taxable distributions if you fail to give your correct social security or taxpayer identification number, fail to make required certifications, or the Fund is notified by the Internal Revenue Service that backup withholding is required.
You should review the more detailed discussion of federal income tax considerations in the SAI and consult your tax adviser regarding the federal, state, local, or foreign tax consequences resulting from your investment in the Fund.
The Fund may provide estimated capital gain distribution information through its website at VictoryFunds.com.

Important Fund Policies

Customer Identification Program

As a result, the Fund must obtain the following information for each person who opens a new account:

Name;
Date of birth (for individuals);
Residential or business street address (although post office boxes are still permitted for mailing); and
Social security number, taxpayer identification number, or other identifying number.

Account Maintenance Information

Change of name;
Add/change banking instructions;
Add/change beneficiaries;
Add/change authorized account traders;
Adding a Power of Attorney;
Add/change Trustee; and
Uniform Transfers to Minors Act/Uniform Gifts to Minors Act custodian change.

Market Timing

The Fund's Board of Trustees has adopted policies and procedures with respect to market timing. In order to prevent or minimize market timing, the Fund will:

Employ "fair value" pricing, as described in this Prospectus under Share Price , to minimize the discrepancies between a security's market quotation and its perceived market value, which often gives rise to market timing activity; and
Monitor for suspected market timing based on "short-term transaction" activity, that is, a purchase or redemption of a Fund and, as applicable, a subsequent redemption or purchase of the same Fund, or an exchange of all or part of that same Fund.

The Fund's market timing policies and procedures may be modified or terminated at any time under the oversight of the Board.

Portfolio Holdings Disclosure

The Fund also discloses its complete portfolio holdings each calendar quarter on the Fund's website, VictoryFunds.com, no earlier than the 15th day after the quarter end.

You can find a complete description of the Fund's policies and procedures with respect to disclosure of its portfolio securities in the Fund's SAI or on the Fund's website, VictoryFunds.com.

Performance

Shareholder Communications

Other Service Providers

: Victory Capital Advisers, Inc. (the Distributor), member FINRA and SIPC, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144, serves as distributor for the continuous offering of the Fund's shares. The Distributor is an affiliate of the Adviser.; Citibank N.A., 388 Greenwich St., New York, New York 10013, serves as the custodian of the Fund's investments and cash and settles trades made by the Fund.; Victory Capital Management Inc., 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144, also serves as the administrator and fund accountant for the Fund.; Citi Fund Services Ohio, Inc., 3435 Stelzer Road, Columbus, Ohio 43219, serves as the sub-administrator and sub-fund accountant for the Fund.; FIS Investor Services LLC, 4249 Easton Way, Suite 400, Columbus, Ohio 43219, serves as the transfer agent and dividend disbursing agent for the Fund.; Ernst & Young LLP, 1900 Scripps Center, 312 Walnut Street, Cincinnati, Ohio 45202, serves as the independent registered public accounting firm for the Fund.; Morrison & Foerster LLP, 250 West 55th Street, New York, New York 10019, serves as legal counsel to the Fund.

Financial Highlights

The following financial highlights tables reflect historical information about shares of the Fund and are intended to help you understand the Fund's financial performance for the past five years.

The Fund’s financial highlights includes historical information of the Fund’s predecessor, MST Munder Integrity Small/Mid-Cap Value Fund, a separate series of Munder Series Trust managed by Munder Capital Management, for periods prior to October 31, 2014.

Integrity Small/Mid-Cap Value Fund

	Class A Shares
	Year Ended June 30, 2016	Year Ended June 30, 2015	Year Ended June 30, 2014	Year Ended June 30, 2013	Period Ended June 30, 2012(a)
Net Asset Value, Beginning of Period	$14.08	$15.15	$12.18	$9.81	$10.00
Investment Activities:
Net investment income (loss)(b)	0.02	(0.05)	(0.08)	0.01	0.01
Net realized and unrealized gains (losses) on investments	(0.81)	(0.14)	3.27	2.39	(0.19)
Total from Investment Activities	(0.79)	(0.19)	3.19	2.40	(0.18)
Distributions to Shareholders:
Net investment income	(0.03)	—	—	(0.03)	(0.01)
Net realized gains from investments	—	(0.88)	(0.22)	—	—
Total Distributions to Shareholders	(0.03)	(0.88)	(0.22)	(0.03)	(0.01)
Net Asset Value, End of Period	$13.26	$14.08	$15.15	$12.18	$9.81
Total Return (excludes sales charge) (c)	(5.59)%	(1.34)%	26.29%	24.52%	(1.83)%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$716	$516	$511	$301	$185
Ratio of net expenses to average net assets (d)	1.50%	1.50%	1.50%	1.50%	1.50%
Ratio of net investment income (loss) to average net assets (d)	0.13%	(0.35)%	(0.55)%	0.09%	0.11%
Ratio of gross expenses to average net assets (d),(e)	2.15%	3.71%	3.60%	36.42%	134.94%
Portfolio turnover (c),(f)	60%	57%	50%	58%	58%

(a) Class A Shares of the Fund commenced operations on July 1, 2011.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(d) Annualized for periods less than one year.

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

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

	Class R6 Shares
	Year Ended June 30, 2016	Period Ended June 30, 2015(a)
Net Asset Value, Beginning of Period	$14.17	$14.41
Investment Activities:
Net investment income(b)	0.05	0.02
Net realized and unrealized losses on investments	(0.81)	(0.26)
Total from Investment Activities	(0.76)	(0.24)
Distributions to Shareholders:
Net investment income	(0.06)	—
Total Distributions to Shareholders	(0.06)	—
Net Asset Value, End of Period	$13.35	$14.17
Total Return (c)	(5.33)%	(1.67)%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$3,381	$3,586
Ratio of net expenses to average net assets (d)	1.21%	1.21%
Ratio of net investment income to average net assets (d)	0.40%	0.48%
Ratio of gross expenses to average net assets (d),(e)	1.58%	3.21%
Portfolio turnover (c),(f)	60%	57%

(a) Class R6 Shares of the Fund commenced operations on March 4, 2015.

(b) Per share net investment income has been calculated using the average daily shares method.

(d) Annualized for periods less than one year.

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

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

	Class Y Shares
	Year Ended June 30, 2016	Year Ended June 30, 2015	Year Ended June 30, 2014	Year Ended June 30, 2013	Period Ended June 30, 2012(a)
Net Asset Value, Beginning of Period	$14.16	$15.20	$12.19	$9.83	$10.00
Investment Activities:
Net investment income (loss)(b)	0.05	(0.01)	(0.04)	—(c)	0.03
Net realized and unrealized gains (losses) on investments	(0.81)	(0.15)	3.27	2.42	(0.18)
Total from Investment Activities	(0.76)	(0.16)	3.23	2.42	(0.15)
Distributions to Shareholders:
Net investment income	(0.05)	—	—	(0.06)	(0.02)
Net realized gains from investments	—	(0.88)	(0.22)	—	—
Total Distributions to Shareholders	(0.05)	(0.88)	(0.22)	(0.06)	(0.02)
Net Asset Value, End of Period	$13.35	$14.16	$15.20	$12.19	$9.83
Total Return (d)	(5.34)%	(1.14)%	26.60%	24.69%	(1.51)%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$18,918	$18,821	$9,184	$6,969	$98
Ratio of net expenses to average net assets (e)	1.25%	1.25%	1.25%	1.25%	1.25%
Ratio of net investment income (loss) to average net assets (e)	0.37%	(0.04)%	(0.30)%	0.01%	0.34%
Ratio of gross expenses to average net assets (e),(f)	1.26%	1.70%	3.35%	4.93%	142.51%
Portfolio turnover (d),(g)	60%	57%	50%	58%	58%

(a) Class Y Shares of the Fund commenced operations on July 1, 2011.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(d) Not annualized for periods less than one year.

(e) Annualized for periods less than one year.

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

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

P.O. Box 182593
Columbus, OH 43218-2593

By telephone:
Call Victory Funds at
800-539-FUND
(800-539-3863)

By mail:
Victory Funds
P.O. Box 182593
Columbus, OH 43218-2593

In person:
SEC Public Reference Room
Washington, D.C.
Call 202-551-8090 for location and hours.

By mail:
SEC Public Reference Section
Washington, D.C. 20549-1520

On the Internet:
EDGAR database at sec.gov or by email request at
publicinfo@sec.gov

Investment Company Act File Number 811-4852

VF-ISMCV-PRO (11/16)

November 1, 2016

Prospectus

Victory Integrity Small-Cap Value Fund

Class A	VSCVX
Class C	MCVSX
Class R	MRVSX
Class R6	MVSSX
Class Y	VSVIX

VictoryFunds.com
800-539-FUND
(800-539-3863)

Victory Funds

Table of Contents

Payments to Broker-Dealers and Other Financial Intermediaries

Integrity Small-Cap Value Fund Summary

Investment Objective

The Fund seeks to provide long-term capital growth.

Fund Fees and Expenses

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your immediate family invest, or agree to invest in the future, at least $50,000 in the Victory Funds. More information about these and other discounts is available from your Investment Professional and in Investing with Victory on page 13 of the Fund's Prospectus and in Additional Purchase, Exchange and Redemption Information on page 40 of the Fund's Statement of Additional Information (SAI).

Shareholder Fees (paid directly from your investment)	Class A	Class C	Class R	Class R6	Class Y
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)	5.75%	NONE	NONE	NONE	NONE
Maximum Deferred Sales Charge (load) (as a percentage of the lower of purchase or sale price)	NONE ¹	1.00% ²	NONE	NONE	NONE
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.86%	0.86%	0.86%	0.86%	0.86%
Distribution (12b-1) Fees	0.25%	1.00%	0.50%	0.00%	0.00%
Other Expenses	0.46%	0.36%	0.60%	0.14%	0.29%
Total Annual Fund Operating Expense	1.57%	2.22%	1.96%	1.00%	1.15%
Fee Waiver/Expense Reimbursement ³	(0.07)%	0.00%	(0.21)%	0.00%	0.00%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement ³	1.50%	2.22%	1.75%	1.00%	1.15%

² The Class C contingent deferred sales charge applies only to shares sold within 12 months of purchase.

³ Victory Capital Management Inc., the Fund's investment adviser ("Adviser"), has contractually agreed to waive its management fee and/or reimburse expenses so that the total annual operating expenses of Class A and Class R shares of the Fund (excluding acquired fund fees and expenses and certain items such as interest, taxes and brokerage commissions) do not exceed 1.50% and 1.75%, respectively, until at least October 31, 2017. The Adviser is permitted to recoup advisory fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place (including any amounts waived or reimbursed prior to October 31, 2014 by Munder Capital Management, investment adviser to the Fund’s predecessor, Munder Veracity Small-Cap Value Fund, a series of Munder Series Trust), subject to the lesser of: (a) any operating expense limits in effect at the time of the original waiver or expense reimbursement; or (b) at the time of recoupment. This agreement may only be terminated by the Fund's Board of Trustees.

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. The amounts shown reflect the fee waiver/expense reimbursement in place through October 31, 2017. 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	$719	$1,036	$1,375	$2,329
Class C (If you sell your shares at the end of the period.)	$325	$694	$1,190	$2,554
Class R	$178	$595	$1,038	$2,268
Class R6	$102	$318	$552	$1,225
Class Y	$117	$365	$633	$1,398

The following example makes the same assumptions as the example above, except that it assumes you do not sell your shares at the end of the period.

	1 Year	3 Years	5 Years	10 Years
Class C	$225	$694	$1,190	$2,554

Portfolio Turnover:

Principal Investment Strategy

The Adviser pursues long-term capital growth in the Fund by investing, under normal circumstances, at least 80% of the Fund's net assets in equity securities (i.e., common stocks, preferred stocks, convertible securities and rights and warrants) of small-capitalization companies. Small-capitalization companies means those companies with market capitalizations within the range of companies included in the Russell 2000 ^® Index ($ 34.6 million to $ 5.5 billion as of September 30, 2016). The Fund may invest up to 25% of its assets in foreign securities, including depositary receipts such as American Depositary Receipts (ADRs) and Global Depositary Receipts (GDRs).

The Adviser may sell a security if it believes the price objective for the stock has been reached, if more attractive opportunities are identified, or if the fundamentals of the company deteriorate.

Principal Risks

The Fund's investments are subject to the following principal risks:

Equity Risk. The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions. A company's earnings or dividends may not increase as expected. Price changes may be temporary or last for extended periods.
Foreign Securities Risk. Foreign securities (including ADRs and GDRs) could be affected by factors not present in the U.S., including expropriation, confiscation of property, and difficulties in enforcing contracts. 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 companies. Foreign securities generally experience more volatility than their domestic counterparts.
Management Risk. The Adviser may not execute the Fund's principal investment strategy effectively.
Small Capitalization Stock Risk. Small-sized companies may be subject to a number of risks not associated with larger, more established companies, potentially making their stock prices more volatile and increasing the risk of loss.
Sector Risk. To the extent the Fund focuses in one or more sectors, such as the financials sector and the REIT industry, market or economic factors impacting those sectors could have a significant effect on the value of the Fund's investments and could make the Fund's performance more volatile. The values of companies in the financials sector are particularly vulnerable to economic downturns and changes in government regulation and interest rates. REITs are particularly subject to the risks of declining real estate values, changing economic conditions and increasing interest rates.
Value Investing Risk. Value stocks may fall out of favor with investors and may underperform growth stocks in an up market. The intrinsic value of value stocks may never be fully recognized by the market or their price may decline.

You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective.

An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) 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.

Investment Performance

The bar chart and table that follow indicate the risks of investing in the Fund. We assume reinvestment of dividends and distributions.

The table shows how the average annual total returns for Class A, Class C, Class R, Class R6 and Class Y shares of the Fund, including applicable maximum sales charges, compare to a broad measure of market performance. We calculate after-tax returns using the historical highest individual federal marginal income tax rates and we do not reflect the effect of state and local taxes. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant if you own your Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only one class and after-tax returns for other classes will vary. The Fund's past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. Updated performance information is available on the Fund's website at VictoryFunds.com.

The performance figures for Class A, Class C, Class R, Class R6 and Y shares reflect the historical performance of, respectively, the Class A, Class C, Class R, Class R6 and Class Y shares of the MST Munder Veracity Small-Cap Value Fund, a series of Munder Series Trust (the predecessor to the Fund managed by Munder Capital Management) (“MST Fund”). The Fund’s performance has not been restated to reflect any differences in the expenses of the MST Munder Veracity SmallCap Value Fund. The MST Munder Veracity Small-Cap Value Fund’s information and financial history in this Prospectus for the periods prior to May 14, 2011 are that of the Veracity Small Cap Value Fund (the predecessor to the MST Fund) (“Veracity Fund”). The Veracity Fund offered Class R and Class I shares, which were similar to the MST Fund’s Class A and Class Y shares, respectively. The performance for Class A shares in the bar chart and table below for the periods prior to May 14, 2011 is the performance and inception date of the Veracity Fund’s Class R shares. The performance for Class Y shares in the table below for the period prior to May 14, 2011 is the performance and inception date of the Veracity Fund’s Class I shares. The performance for Class A and Class Y shares have not been restated to reflect any difference in the expenses of the Veracity Fund’s Class R and I shares, respectively. The performance for Class C and Class R shares in the table below for the periods prior to May 14, 2011 is the performance and inception date of the Veracity Fund’s Class I shares adjusted for differences in the applicable sales loads and Rule 12b-1 fees of each respective class.

Calendar Year Returns for Class A Shares

(Results do not include a sales charge. If one were included, results would be lower.)

YTD through 9/30/16: 8.67%
Highest/lowest quarterly results during this time period were:

Highest	23.78% (quarter ended June 30, 2009)
Lowest	-21.93% (quarter ended September 30, 2011)

Average Annual Total Returns (For the Periods ended December 31, 2015)	1 Year	5 Years (or Life of Class)	10 Years
CLASS A
Before Taxes	-12.32%	7.84%	6.63%
After Taxes on Distributions	-12.63%	5.62%	5.29%
After Taxes on Distributions and Sale of Fund Shares	-6.71%	5.15%	4.81%
CLASS C
Before Taxes	-8.54%	8.33%	6.51%
CLASS R
Before Taxes	-7.17%	8.87%	7.02%
CLASS R6
Before Taxes	-6.49%	15.44% ¹	N/A
CLASS Y
Before Taxes	-6.65%	9.42%	7.54%
INDEX
Russell 2000 ^® Value Index Index returns reflect no deduction for fees, expenses, or taxes.	-7.47%	7.67%	5.57%

¹ Inception date of Class R6 shares is June 1, 2012.

Management of the Fund

Investment Adviser

Victory Capital Management Inc. ("Adviser") serves as the Fund's investment adviser. The portfolio managers primarily responsible for day-to-day management of the Fund are members of the Adviser's Integrity Asset Management ("Integrity") investment team (referred to as an investment franchise).

Portfolio Managers

Daniel G. Bandi is the Chief Investment Officer of Integrity and has been a Portfolio Manager of the Fund (including its predecessor fund) since 2004.

Daniel J. DeMonica is a Senior Portfolio Manager of Integrity and has been a Portfolio Manager of the Fund (including its predecessor fund) since its inception in 2004.

Adam I. Friedman is a Senior Portfolio Manager of Integrity and has been a Portfolio Manager of the Fund (including its predecessor fund) since its inception in 2004.

Joe A. Gilbert is a Portfolio Manager of Integrity and has been a Portfolio Manager of the Fund (including its predecessor fund) since its inception in 2004.

J. Bryan Tinsley is a Portfolio Manager of Integrity and has been a Portfolio Manager of the Fund (including its predecessor fund) since its inception in 2004.

Purchase and Sale of Fund Shares

You may redeem your shares on any day the Fund is open for business. Redemption requests may be made by telephone (with prior appropriate approval) or by mail.

Tax Information

Payments to Broker-Dealers and Other Financial Intermediaries

Additional Fund Information

Victory Capital Management Inc., which we refer to as the "Adviser" throughout the Prospectus, manages the Fund.

The Integrity Small-Cap Value Fund (the "Fund") is managed by the Adviser, who also manages other funds, each having distinct investment management objectives, strategies, risks, and policies. Together, these funds are referred to in this Prospectus as the Victory Funds or, more simply, the "Funds."

If you would like to receive additional copies of any materials, please call the Victory Funds at 800-539-FUND (800-539-3863) or please visit VictoryFunds.com.

Investments

U.S. Equity Securities

Can include common stock, preferred stock and securities that are convertible or exchangeable into common stock of U.S. corporations.

Foreign Securities

Real Estate Investment Trusts (REITs)

The Fund may invest in real estate investment trusts (REITs), which are securities representing a pool of real estate or mortgages or both.

Derivatives

Investment Companies

Initial Public Offerings (IPOs)

The Fund may invest in initial public offerings (IPOs). It is uncertain whether IPOs will be available for investment by the Fund or what impact, if any, they will have on the Fund's performance.

Securities Lending

Risk Factors

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

The following describes the principal risks that you may assume as an investor in the Fund.

General risks

Market risk is the risk that the market value of a security may decline in response to developments affecting individual companies and/or general economic conditions. Market risk may affect a single issuer, an industry, a sector of the economy, or the entire market. Price changes may be temporary or last for extended periods. For example, stock prices have historically fluctuated in periodic cycles.
Manager risk is the risk that the Fund's portfolio manager may implement its investment strategy in a way that does not produce the intended result.
Stock selection risk is the risk that the value of the Fund's investments may decline if the particular companies in which the Fund invests do not perform well in the market. The Adviser's investment strategy seeks to control risk by adhering to portfolio constraints relative to the Fund's benchmark. As a result, the Fund may be particularly susceptible to a general decline in the small-capitalization value sector of the U.S. stock market.

Equity risk

The value of an equity security will fluctuate in response to changes in earnings or other conditions affecting the issuer's profitability or in general market conditions. 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.

Value investing risk

Value investing attempts to identify strong companies selling at a discount from their perceived true worth. Advisers using this approach generally select stocks at prices that are, in their view, temporarily low relative to the company's earnings, assets, cash flow and dividends. Value investing is subject to the risk that a stock's intrinsic value may never be fully recognized or realized by the market, or its price may go down. In addition, there is the risk that a stock judged to be undervalued may actually be appropriately priced.

Small company stock risk

Small-cap companies often have more limited managerial and financial resources than larger, more established companies and, therefore, may be more susceptible to market downturns or changing economic conditions. Prices of small companies tend to be more volatile than those of larger companies and small issuers may be subject to greater degrees of changes in their earnings and prospects. Since small company stocks typically have narrower markets and are traded in lower volumes than larger company stocks, they may be more difficult to purchase and sell.

Foreign investments risk

Foreign securities, including ADRs and GDRs, tend to be more volatile and less liquid than U.S. securities. Further, foreign securities may be subject to additional risks not associated with investment in U.S. securities due to differences in the economic and political environment, the amount of available public information, the degree of market regulation, and financial reporting, accounting and auditing standards, and, in the case of foreign currency-denominated securities, fluctuations in currency exchange rates. In addition, during periods of social, political or economic instability in a country or region, the value of a foreign security could be affected by, among other things, increasing price volatility, illiquidity or the closure of the primary market on which the security is traded. In addition to foreign securities, the Fund may be exposed to foreign markets as a result of the Fund's investments in U.S. companies that have international exposure.

Sector focus risk

To the extent the Fund focuses in one or more sectors, market or economic factors impacting those sectors could have a significant effect on the value of the Fund's investments. Additionally, the Fund's performance may be more volatile when the Fund's investments are focused in a particular sector. Since benchmark sector weights influence the Fund's sector exposure, the Fund may tend to be more heavily weighted in companies in the financials sector, particularly those within the real estate investment trust (REIT) industry. The values of companies in the financials sector are particularly vulnerable to economic downturns and changes in government regulation and interest rates.

REIT risk

Investing in REITs involves many of the risks of investing directly in real estate such as declining real estate values, changing economic conditions and increasing interest rates. Investments in securities of REITs entails additional risks because REITs depend on specialized management skills, may invest in a limited number of properties and may concentrate in a particular region or property type.

Derivatives risk

Derivatives, such as covered call options, are subject to the risk that small price movements can result in substantial gains or losses. Derivatives also entail exposure to counterparty risk, the risk of mispricing or improper valuation and the risk that changes in value of the derivative may not correlate perfectly with the relevant securities, assets or indices. The Fund "covers" its exposure to certain derivative contracts by segregating or designating liquid assets on its records sufficient to satisfy current payment obligations, which may expose the Fund to the market through both the underlying assets subject to the contract and the assets used as cover. The use of derivatives may cause the Fund to incur losses greater than those that would have occurred had derivatives not been used.

Investment company risk

The Fund's ability to achieve its investment objective may be directly related to the ability of the Underlying Funds (including ETFs) held by the Fund to meet their investment objectives. In addition, shareholders of the Fund will indirectly bear the fees and expenses of the underlying investment companies. Lack of liquidity in an ETF could result in an ETF being more volatile than the underlying portfolio of securities.

IPO risk

Investments in IPOs may result in increased transaction costs and expenses and the realization of short-term capital gains and distributions. In addition, in the period immediately following an IPO, investments may be subject to more extreme price volatility than that of other equity investments. The Fund may lose all or part of its investments if the companies making their IPOs fail and their product lines fail to achieve an adequate level of market recognition or acceptance.

Securities lending risk

The risk in lending portfolio securities, as with other extensions of credit, consists of the possibility of loss to the Fund due to (1) the inability of the borrower to return the securities, (2) a delay in receiving additional collateral to adequately cover any fluctuations in the value of securities on loan, (3) a delay in recovery of the securities, or (4) the loss of rights in the collateral should the borrower fail financially. In addition, the Fund is responsible for any loss that might result from its investment of the borrower’s collateral. In determining whether to lend securities, the Adviser or the Fund's securities lending agent will consider relevant facts and circumstances, including the creditworthiness of the borrower.

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

Organization and Management of the Fund

The Trust's Board of Trustees has the overall responsibility for overseeing the management of the Fund.

The Investment Adviser

The Adviser is a multi-boutique asset manager comprised of multiple investment teams, referred to as investment franchises, each of which utilizes an independent approach to investing. Integrity Asset Management ("Integrity") is the investment franchise responsible for the day-to-day investment management of the Fund.

For its fiscal year ended June 30, 2016, the Fund paid advisory fees, before waivers, at an annual rate of 0.90% on the first $300 million and 0.85% on assets in excess of $300 million.

A discussion of the Board's most recent considerations in approving the Advisory Agreement is available in the Fund's semi-annual report for the period ended December 31, 2015.

Portfolio Management

Daniel G. Bandi, Daniel J. DeMonica, Adam I. Friedman, Joe A. Gilbert and J. Bryan Tinsley are Co-Portfolio Managers of the Integrity Small-Cap Value Fund. Portfolio managers listed for the Fund are, together, jointly responsible for the day-to-day management of the Fund's portfolio.

Mr. Bandi is the Chief Investment Officer of Integrity and has been with the Adviser since 2014. Mr. Bandi is a CFA charterholder. From 2003-2014, Mr. Bandi was the Chief Investment Officer and a Principal of Integrity Asset Management, LLC, where he was a member of portfolio management team of the Fund's predecessor fund since 2004.

Investing with Victory

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

If you are looking for a convenient way to open an account or to add money to an existing account, we can help. The sections that follow will serve as a guide to your investments with the Victory Funds. Choosing a Share Class will help you decide whether it would be more to your advantage to buy Class A, Class C, Class R, Class R6 or Class Y shares of the Fund. Class R, Class R6 and Class Y shares, however, are available for purchase only by eligible shareholders. The following sections describe how to open an account directly with us, how to access information about your account, and how to buy, exchange and sell shares of the Fund. Note, this information will vary if you invest through a third party Investment Professional such as a brokerage firm and will be dependent on that firm's policies and practices. Consult your Investment Professional for specific details.

Important information about sales load breakpoints

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.

Trading in the security has been halted;
The market quotation for the security is clearly erroneous due to a clerical error;
The security's liquidity decreases such that, in the Adviser's opinion, the market quotation has become stale; or
An event occurs after the close of the trading market (but before the Fund's NAV is calculated) that, in the Adviser's opinion, materially affects the value of the security.

Choosing a Share Class

CLASS A

Front-end sales charge, as described in this section. There are several ways to reduce or eliminate this charge.
A contingent deferred sales charge (CDSC) may be imposed if you sell your shares within twelve months of their purchase.
Class A shares also pay ongoing distribution and/or service (12b-1) fees.
Lower annual expenses than Class C or Class R shares.

CLASS C

No front-end sales charge. All your money goes to work for you right away.
A CDSC may be imposed if you sell your shares within twelve months of their purchase.
Class C shares also pay ongoing distribution and/or service (12b-1) fees.
Higher annual expenses than all other classes of shares.

CLASS R

No front-end sales charge or CDSC. All your money goes to work for you right away.
Class R shares pay ongoing distribution and/or service (12b-1) fees.
Class R shares are only available to certain investors.
Higher annual expenses than all classes except Class C shares.

CLASS R6

No front-end sales charge or CDSC. All your money goes to work for you right away.
Class R6 shares do not pay any ongoing distribution and/or service (12b-1) fees.
Class R6 shares are only available to certain investors.
Lower annual expenses than all other classes of shares.

CLASS Y

No front-end sales charge or CDSC. All your money goes to work for you right away.
Class Y shares do not pay any ongoing distribution and/or service (12b-1) fees.
Class Y shares are only available to certain investors.
Lower annual expenses than Class A, Class C or Class R shares.

Share Classes

The Fund offers Class A, Class C, Class R, Class R6 and Class Y shares. Each share class represents investments in the same portfolio of securities, but each class has its own sales charge and expense structure, allowing you and your Investment Professional to choose the class that best suits your investment needs. When you purchase shares of the Fund, you must choose a share class.

Also, not all Victory Funds offer all classes of shares, and some classes of shares are available for purchase only by eligible shareholders.

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.

The Fund or any class may be terminated at any time for failure to achieve an economical level of assets or for other reasons.

Calculation of Sales Charges for Class A Shares

For historical expense information, see the "Financial Highlights" at the end of this Prospectus.

Your Investment in the Fund	Sales Charge as a % of Offering Price	Sales Charge as a % of 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 ¹	0.00%	0.00%

Sales Charge Reductions and Waivers for Class A Shares

There are several ways you can combine multiple purchases of Class A shares of the Victory Funds to take advantage of reduced sales charges and, in some cases, eliminate sales charges.

You may reduce or eliminate the sales charge in the following cases:

Purchases sufficient to reach a breakpoint (see Investing with Victory — Important information about sales load breakpoints ).
If you anticipate purchasing $50,000 or more of shares of the Fund, or in combination with Class A shares of other Victory Funds (excluding those Funds that do not impose a sales charge), within a 13-month period, you may obtain the shares at the same reduced sales charge as though the total quantity were invested in one lump sum. In order to qualify for the reduced sales charge, you must file a non-binding Letter of Intent (the "Letter") within 90 days of the start of the purchases. Each investment you make after signing the Letter will be entitled to the sales charge applicable to the total investment indicated in the Letter. You must start with a minimum initial investment of at least 5.00% of the total amount you intend to purchase. A portion of the shares purchased under the Letter will be held in escrow until the total investment has been completed. In the event the Letter is not completed, sufficient escrowed shares will be redeemed to pay any applicable front-end sales charges.
Rights of Accumulation allow you to add the value of any Class A shares of the Fund that you already own (excluding shares sold without a sales charge) to the amount of your next Class A investment to determine if your additional investment will qualify for a reduced sales charge. The value of the Class A shares you already own will be calculated by using the greater of the current value or the original investment amount.
The Combination Privilege allows you to combine the value of Class A shares you own in accounts of multiple Victory Funds (subject to limitations applicable to certain Victory Funds and excluding shares sold without a sales charge) and in accounts of household members of your immediate family (spouse or domestic partner and children under 21) to achieve a reduced sales charge on your added investment.
The Reinstatement Privilege permits an investor, within 90 days of a redemption of Class A shares of the Fund, to reinvest all or part of the redemption proceeds in the Class A shares of any Victory Fund at the NAV next computed after receipt by the transfer agent of the reinvestment order. No service charge is currently imposed on reinvestment in shares of the Fund.
The Victory Funds will completely waive the sales charge for Class A shares in the following cases:

Purchases of $1,000,000 or more.
Purchases by:

current and retired Victory Fund trustees or officers;
directors, trustees, employees, and family members of employees of the Adviser or "Affiliated Providers;" ¹ and
registered broker-dealers, financial intermediaries or their agents or affiliates who have agreements with Victory Capital Advisers, Inc., (the "Distributor"), if the shares are purchased for their own account, purchased for retirement plans of their employees or sold to registered representatives or full-time employees (or their immediate families), provided that such purchase is for one of the foregoing types of accounts;

Purchases for trust or other advisory accounts established with a financial institution and fee-based investment products or accounts.
Reinvestment of proceeds from a liquidation distribution of Class A shares of a Victory Fund held in a deferred compensation plan, agency, trust, or custody account.
Purchases by retirement plans, including Section 401 and 457 plans sponsored by a Section 501(c)(3) organization and certain non-qualified deferred compensation arrangements that operate in a similar manner to qualified plans. Investors nonetheless may be charged a fee if they effect transactions in Class A shares through a broker or agent.
Purchases by participants in the Victory Investment Program.
Purchases by participants in no transaction fee programs offered by certain broker-dealers (sometimes referred to as "supermarkets").
Purchases by financial intermediaries who have entered into an agreement with the Distributor to offer shares to self-directed investment brokerage accounts that may or may not charge a transaction fee to its customers.
Investors that have an investment account with the Adviser.

¹ Affiliated Providers are affiliates and subsidiaries of the Adviser and any organization that provides services to the Trust.

You should inform the Fund or your Investment Professional at the time of purchase of the sales charge waiver category which you believe applies.

Calculation of Sales Charges for Class C Shares

Individual purchases of $1,000,000 and above will automatically be made in Class A shares of the Fund.

Eligibility Requirements to Purchase Class R Shares

Class R shares may only be purchased by:

Retirement plans, including Section 401 and 457 plans, section 403 plans sponsored by a section 501(c)(3) organization and certain non-qualified deferred compensation arrangements that operate in a similar manner to qualified plans.
Fee-based investment products or accounts.

Eligibility Requirements to Purchase Class R6 Shares

Class R6 shares may only be purchased by:

Retirement plans, including Section 401 and 457 plans, section 403 plans sponsored by a section 501(c)(3) organization and certain non-qualified deferred compensation arrangements that operate in a similar manner to qualified plans.

Eligibility Requirements to Purchase Class Y Shares

Only Eligible Investors may purchase or exchange into Class Y shares of the Fund. Eligible Investors include the following:

Institutional and individual retail investors with a minimum investment in Class Y shares of $1,000,000 who purchase through certain broker-dealers or directly from the transfer agent.
Clients of state-registered or federally-registered investment advisors (RIAs), where such RIAs trade through institutional trading platforms approved by the Funds, who invest at least $2,500.
Pension, profit sharing, employee benefit and other similar plans and trusts that invest in the Funds.
Investors who purchase through select fee-based advisory programs with an approved financial intermediary. In fee-based advisory programs, a financial intermediary typically charges each investor a fee based upon the value of the account. Such transactions may be subject to additional rules or requirements of the applicable financial intermediary's program.
Purchases by:

current and retired Victory Fund trustees or officers (including the former trustees and officers of the Munder Series Trust).
directors, trustees, employees, and family members of employees of the Adviser or "Affiliated Providers". ¹
investment advisory clients of the Adviser.
investment advisors, consultants, broker-dealers and other financial intermediaries investing for their own accounts or for the accounts of their immediate family members.

¹ Affiliated Providers are affiliates and subsidiaries of the Adviser and any organization that provides services to the Trust.

How to Buy Shares

Opening an account

If you would like to open an account, you will first need to complete an Account Application.

Victory Funds
P.O. Box 182593
Columbus, OH 43218-2593

If your investment order is accepted by the Fund, an Investment Professional or other intermediary, it will be priced at the NAV next computed as described in the section entitled "Share Price."

Paying for your initial purchase

Minimum investments

If you would like to buy Class A or Class C shares, the minimum investment required to open an account is $2,500; no minimum for certain retirement plans and approved fee-based and/or advisor program and similar accounts ($1,000 for IRA accounts), with additional investments of at least $50. If you would like to buy Class R, Class R6 or Class Y shares, you must first be an Eligible Investor, as discussed in the section Choosing a Share Class — Eligibility Requirements to Purchase . There are no minimum investment amounts required for Class R, Class R6 or Class Y shares except as set forth in the Eligibility Requirements to Purchase .

There is no minimum investment required to open an account or for additional investments in Victory Simple IRAs.

Purchasing additional shares

Once you have an existing account, you can make additional investments at any time in any amount (subject to any minimums) in the following ways:

By Mail

To ensure that your additional investment is properly credited to your account, use the Investment Stub attached to your confirmation statement and send it with your check to the address indicated.
By Telephone

If you have an existing account that has been set up to receive electronic transfers, you can buy additional shares by calling Victory Funds Customer Service at 800-539-3863 between 8:00 a.m. and 6:00 p.m. (Eastern Time), Monday through Friday.
By Exchange

You may purchase shares of the Fund using the proceeds from the simultaneous redemption of shares of another Victory Fund if it is eligible for an exchange with your Fund. You may initiate an exchange online (if you are a registered user of VictoryFunds.com), by telephone, or by mail. See the section "Exchanging Shares."
Via the Internet

If you are a registered user, you may request a purchase of shares through our website at VictoryFunds.com. Your account must be set up for Automated Clearing House ("ACH") payment in order to execute online purchases.
By ACH

Your account must be set up for ACH payment in order to execute purchases online or by telephone. It takes about 15 days to set up an ACH account and only domestic member banks may be used. After your account is set up, your purchase amount can be transferred by ACH. Currently, the Fund does not charge a fee for ACH transfers but it reserves the right to charge for this service in the future. Your originating bank may charge a fee for ACH transfers.
By Wire

You may buy Fund shares by bank wire transfer of same day funds. Please call Victory Funds Customer Service at 800-539-3863 between 8:00 a.m. and 6:00 p.m. (Eastern Time), Monday through Friday for wiring instructions. Any commercial bank can transfer same-day funds by wire.

Although the transfer agent does not currently charge you for receiving same-day funds, it reserves the right to charge for this service in the future. Your bank may charge you for wiring same-day funds. You cannot buy shares for tax-qualified retirement plans by wire transfer.
By Systematic Investment Plan

To enroll in the Systematic Investment Plan, you should check this box on the Account Application or on the Account Maintenance Form. We will need your bank information and the amount ($50 or more) 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 before we will make automatic withdrawals from your bank account and invest it in shares of the Fund.

Other purchase rules you should know

Keep these addresses handy for purchases, exchanges, or redemptions.

	BY REGULAR U.S. MAIL	Victory Funds P.O. Box 182593 Columbus, OH 43218-2593
	BY OVERNIGHT MAIL	Use the following address ONLY for overnight packages: Victory Funds c/o FIS TA Operations 4249 Easton Way, Suite 400 Columbus, OH 43219 PHONE: 800-539-3863
	BY WIRE	Call 800-539-3863 BEFORE wiring money to notify the Fund that you intend to purchase shares by wire and to verify wire instructions.
	BY TELEPHONE	800-539-FUND (800-539-3863)
	ON THE INTERNET	www.VictoryFunds.com

Statements and Reports

Retirement Plans

How to Exchange Shares

Exchanges are subject to any CDSC, minimum investment limitation or eligibility requirements described in the applicable Prospectus and SAI. You may be required to provide sufficient information to establish eligibility to exchange into the new share class.
To exchange between Victory Funds, the other Victory Fund you wish to exchange into must be eligible for exchange with your Fund.
Shares of the Victory Fund selected for exchange must be available for sale in your state of residence.

If you have questions about these, or any of the Fund's other exchange policies, please consult Victory Customer Service or your Investment Professional before requesting an exchange.

Before exchanging, you should read the Prospectus of the Fund you wish to exchange into, which may be subject to different risks, fees and expenses.

Class C share conversion

Processing your exchange/conversion

Requesting an exchange

You can exchange shares of the Fund by telephone, by mail or via the Internet. You cannot exchange into an account with a different registration or tax identification number.

By Telephone

Unless you indicate otherwise on the account application, Victory Customer Service will be authorized to accept exchange instructions received by telephone.

By Mail

Send a letter of instruction signed by all registered owners or their legal representatives to the Victory Funds.

Via the Internet

You may also exchange shares via the Internet at VictoryFunds.com if you are a registered user.

Other exchange rules you should know

An exchange of Fund shares for shares of another Victory Fund constitutes a sale for tax purposes unless the exchange is made within an IRA or other tax-deferred account.

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.

BY TELEPHONE

Mail a check to the address of record;
Wire funds to a previously designated domestic financial institution;
Mail a check to a previously designated alternate address; or
Electronically transfer your redemption via ACH to a previously designated domestic financial institution.

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

Your account registration has changed within the last 15 business 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 Fund account with a different registration; or
The check or wire is being sent to a different bank account than was previously designated.

BY WIRE

BY ACH

Systematic Withdrawal Plan

Additional Information about Redemptions

Redemption proceeds from the sale of Fund shares purchased by a check or through ACH will be held until the purchase check or ACH has cleared, which may take up to 10 business days.
The Fund may postpone payment of redemption proceeds for up to seven calendar days at any time.
The Fund may suspend your right to redeem your shares in the following circumstances:

During non-routine closings of the NYSE;
When the 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
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 1.00% 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. Securities received pursuant to an in-kind redemption are subject to market risk until sold and may be subject to brokerage and other fees.
If you choose to have your redemption proceeds mailed to you and either the United States Postal Service is unable to deliver the redemption check to you or the check remains outstanding for more than six months, the Fund reserves the right to reinvest the check in shares of the Fund at its then current NAV until you give the Fund different instructions. No interest will accrue on amounts represented by uncashed redemption checks.

Distribution and Service Plans

In accordance with Rule 12b-1 of the Investment Company Act of 1940, the Trust has adopted Distribution and Service Plans for Class A shares, Class C shares and Class R shares of the Fund.

Other Payments to Financial Intermediaries

Distributions and Taxes

Distributions can be received in one of the following ways. Please check with your Investment Professional if you are unsure of which option is right for you.

Your choice of distribution should be set up on the original Account Application. If you would like to change the option you selected, please call 800-539-FUND.

Reinvestment Option

Cash Option

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 Distributions Option

Directed Bank Account Option

Important Information about Taxes

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.

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

Qualified dividends received from the Fund by noncorporate shareholders will be taxed at long-term capital gain rates to the extent attributable to qualified dividends received by the Fund. Nonqualified dividends, dividends received by corporate shareholders and dividends from the Fund's short-term capital gains are taxable as ordinary income. Dividends from the Fund's long-term capital gains are taxable as long-term capital gains.
Dividends are treated in the same manner for U.S. federal income tax purposes whether you receive them in cash, additional shares of the Fund, or you reinvest them in shares of another Victory Fund.
An exchange of the Fund's shares for shares of another Victory Fund will be treated as a sale. When you sell or exchange shares of the Fund, you must recognize any gain or loss.
An exchange of one class of the Fund's shares for shares of another class of the same Fund generally constitutes a nontaxable exchange.
Distributions from the Fund and gains from the disposition of your shares may also be subject to state and local income tax.
An additional 3.8% Medicare tax will be imposed on certain net investment income (which includes ordinary dividends, capital gain distributions from the Fund, and gain recognized on a disposition of shares) of certain U.S. individuals, estates, and trusts.
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 by mid-February 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.
The Fund is generally required by law to provide you and the Internal Revenue Service with certain cost basis information related to the sale or redemption of any of your shares in the Fund acquired on or after January 1, 2012 (including distributions that are reinvested in additional shares of the Fund).
The Fund may be required to withhold tax from taxable distributions if you fail to give your correct social security or taxpayer identification number, fail to make required certifications, or the Fund is notified by the Internal Revenue Service that backup withholding is required.
You should review the more detailed discussion of federal income tax considerations in the SAI and consult your tax adviser regarding the federal, state, local, or foreign tax consequences resulting from your investment in the Fund.
The Fund may provide estimated capital gain distribution information through its website at VictoryFunds.com.

Important Fund Policies

Customer Identification Program

As a result, the Fund must obtain the following information for each person who opens a new account:

Name;
Date of birth (for individuals);
Residential or business street address (although post office boxes are still permitted for mailing); and
Social security number, taxpayer identification number, or other identifying number.

Account Maintenance Information

Change of name;
Add/change banking instructions;
Add/change beneficiaries;
Add/change authorized account traders;
Adding a Power of Attorney;
Add/change Trustee; and
Uniform Transfers to Minors Act/Uniform Gifts to Minors Act custodian change.

Market Timing

The Fund's Board of Trustees has adopted policies and procedures with respect to market timing. In order to prevent or minimize market timing, the Fund will:

Employ "fair value" pricing, as described in this Prospectus under Share Price , to minimize the discrepancies between a security's market quotation and its perceived market value, which often gives rise to market timing activity; and
Monitor for suspected market timing based on "short-term transaction" activity, that is, a purchase or redemption of a Fund and, as applicable, a subsequent redemption or purchase of the same Fund, or an exchange of all or part of that same Fund.

The Fund's market timing policies and procedures may be modified or terminated at any time under the oversight of the Board.

Portfolio Holdings Disclosure

The Fund also discloses its complete portfolio holdings each calendar quarter on the Fund's website, VictoryFunds.com, no earlier than the 15th day after the quarter end.

You can find a complete description of the Fund's policies and procedures with respect to disclosure of its portfolio securities in the Fund's SAI or on the Fund's website, VictoryFunds.com.

Performance

Shareholder Communications

Other Service Providers

: Victory Capital Advisers, Inc. (the Distributor), member FINRA and SIPC, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144, serves as distributor for the continuous offering of the Fund's shares. The Distributor is an affiliate of the Adviser.; Citibank N.A., 388 Greenwich St., New York, New York 10013, serves as the custodian of the Fund's investments and cash and settles trades made by the Fund.; Victory Capital Management Inc., 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144, also serves as the administrator and fund accountant for the Fund.; Citi Fund Services Ohio, Inc., 3435 Stelzer Road, Columbus, Ohio 43219, serves as the sub-administrator and sub-fund accountant for the Fund.; FIS Investor Services LLC, 4249 Easton Way, Suite 400, Columbus, Ohio 43219, serves as the transfer agent and dividend disbursing agent for the Fund.; Ernst & Young LLP, 1900 Scripps Center, 312 Walnut Street, Cincinnati, Ohio 45202, serves as the independent registered public accounting firm for the Fund.; Morrison & Foerster LLP, 250 West 55th Street, New York, New York 10019, serves as legal counsel to the Fund.

Financial Highlights

The following financial highlights tables reflect historical information about shares of the Fund and are intended to help you understand the Fund's financial performance for the past five years.

The Fund’s financial highlights includes historical information of the Fund’s predecessor, MST Munder Integrity Small-Cap Value Fund, a separate series of Munder Series Trust managed by Munder Capital Management, for periods prior to October 31, 2014.

Integrity Small-Cap Value Fund

	Class A Shares
	Year Ended June 30, 2016	Year Ended June 30, 2015	Year Ended June 30, 2014	Year Ended June 30, 2013	Year Ended June 30, 2012
Net Asset Value, Beginning of Period	$33.48	$32.77	$25.95	$20.17	$20.84
Investment Activities:
Net investment income (loss)(a)	0.01	(0.03)	(0.13)	0.05	—(b)
Net realized and unrealized gains (losses) on investments	(2.31)	0.74	6.97	5.73	(0.67)
Total from Investment Activities	(2.30)	0.71	6.84	5.78	(0.67)
Distributions to Shareholders:
Net investment income	—	—	(0.02)	—	—
Net realized gains from investments	(0.46)	—	—	—	—
Total Distributions to Shareholders	(0.46)	—	(0.02)	—	—
Capital Contributions from Prior Custodian, Net	—(b)	—	—	—	—
Short-term trading fees	—	—	—	—	—(b)
Net Asset Value, End of Period	$30.72	$33.48	$32.77	$25.95	$20.17
Total Return (excludes sales charge)	(6.87)%	2.17%	26.36%	28.66%	(3.21)%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$216,492	$246,351	$168,289	$106,502	$94,305
Ratio of net expenses to average net assets	1.50%	1.50%	1.50%	1.50%	1.50%
Ratio of net investment income (loss) to average net assets	0.04%	(0.08)%	(0.44)%	0.22%	—%(c)
Ratio of gross expenses to average net assets (d)	1.57%	1.53%	1.52%	1.59%	1.63%
Portfolio turnover (e)	47%	38%	92%	57%	51%

(a) Per share net investment income (loss) has been calculated using the average daily shares method.

(b) Amount is less than $0.005 per share.

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

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

	Class C Shares
	Year Ended June 30, 2016	Year Ended June 30, 2015	Year Ended June 30, 2014	Year Ended June 30, 2013	Year Ended June 30, 2012
Net Asset Value, Beginning of Period	$30.45	$30.03	$23.94	$18.75	$19.51
Investment Activities:
Net investment loss(a)	(0.19)	(0.25)	(0.33)	(0.10)	(0.13)
Net realized and unrealized gains (losses) on investments	(2.11)	0.67	6.42	5.29	(0.63)
Total from Investment Activities	(2.30)	0.42	6.09	5.19	(0.76)
Distributions to Shareholders:
Net realized gains from investments	(0.46)	—	—	—	—
Total Distributions to Shareholders	(0.46)	—	—	—	—
Capital Contributions from Prior Custodian, Net	—(b)	—	—	—	—
Short-term trading fees	—	—	—	—	—(b)
Net Asset Value, End of Period	$27.69	$30.45	$30.03	$23.94	$18.75
Total Return (excludes contingent deferred sales charge)	(7.56)%	1.40%	25.44%	27.68%	(3.90)%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$27,987	$28,090	$25,035	$18,642	$17,761
Ratio of net expenses to average net assets	2.22%	2.25%	2.25%	2.25%	2.25%
Ratio of net investment loss to average net assets	(0.68)%	(0.85)%	(1.20)%	(0.49)%	(0.73)%
Ratio of gross expenses to average net assets (c)	2.22%	2.25%	2.28%	2.34%	2.39%
Portfolio turnover (d)	47%	38%	92%	57%	51%

(a) Per share net investment loss has been calculated using the average daily shares method.

(b) Amount is less than $0.005 per share.

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

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

	Class R Shares
	Year Ended June 30, 2016	Year Ended June 30, 2015	Year Ended June 30, 2014	Year Ended June 30, 2013	Year Ended June 30, 2012
Net Asset Value, Beginning of Period	$33.00	$32.29	$25.61	$19.96	$20.67
Investment Activities:
Net investment loss(a)	(0.06)	(0.12)	(0.21)	(0.02)	(0.05)
Net realized and unrealized gains (losses) on investments	(2.37)	0.83	6.89	5.67	(0.66)
Total from Investment Activities	(2.43)	0.71	6.68	5.65	(0.71)
Distributions to Shareholders:
Net realized gains from investments	(0.46)	—	—	—	—
Total Distributions to Shareholders	(0.46)	—	—	—	—
Capital Contributions from Prior Custodian, Net	—(b)	—	—	—	—
Short-term trading fees	—	—	—	—	—(b)
Net Asset Value, End of Period	$30.11	$33.00	$32.29	$25.61	$19.96
Total Return	(7.36)%	2.20%	26.08%	28.31%	(3.43)%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$15,042	$11,850	$5,350	$651	$496
Ratio of net expenses to average net assets	1.75%	1.75%	1.75%	1.75%	1.75%
Ratio of net investment loss to average net assets	(0.19)%	(0.37)%	(0.70)%	(0.11)%	(0.27)%
Ratio of gross expenses to average net assets (c)	1.96%	2.02%	1.75%	1.83%	1.89%
Portfolio turnover (d)	47%	38%	92%	57%	51%

(a) Per share net investment loss has been calculated using the average daily shares method.

(b) Amount is less than $0.005 per share.

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

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

	Class R6 Shares
	Year Ended June 30, 2016	Year Ended June 30, 2015	Year Ended June 30, 2014	Year Ended June 30, 2013	Period Ended June 30, 2012(a)
Net Asset Value, Beginning of Period	$34.31	$33.43	$26.41	$20.46	$18.96
Investment Activities:
Net investment income (loss)(b)	0.18	0.13	(0.01)	0.09	0.01
Net realized and unrealized gains (losses) on investments	(2.38)	0.75	7.11	5.86	1.49
Total from Investment Activities	(2.20)	0.88	7.10	5.95	1.50
Distributions to Shareholders:
Net investment income	(0.05)	—	(0.08)	—(c)	—
Net realized gains from investments	(0.46)	—	—	—	—
Total Distributions to Shareholders	(0.51)	—	(0.08)	—(c)	—
Capital Contributions from Prior Custodian, Net	—(c)	—	—	—	—
Net Asset Value, End of Period	$31.60	$34.31	$33.43	$26.41	$20.46
Total Return (d)	(6.41)%	2.63%	26.89%	29.11%	7.91%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$608,927	$423,831	$286,897	$19,560	$27
Ratio of net expenses to average net assets (e)	1.00%	1.04%	1.07%	1.13%	1.10%
Ratio of net investment income (loss) to average net assets (e)	0.57%	0.37%	(0.02)%	0.39%	0.42%
Ratio of gross expenses to average net assets (e),(f)	1.00%	1.04%	1.07%	1.14%	1.10%
Portfolio turnover (d),(g)	47%	38%	92%	57%	51%

(a) Class R6 Shares of the Fund commenced operations on June 1, 2012.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(d) Not annualized for periods less than one year.

(e) Annualized for periods less than one year.

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

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

	Class Y Shares
	Year Ended June 30, 2016	Year Ended June 30, 2015	Year Ended June 30, 2014	Year Ended June 30, 2013	Year Ended June 30, 2012
Net Asset Value, Beginning of Period	$34.15	$33.33	$26.35	$20.46	$21.08
Investment Activities:
Net investment income (loss)(a)	0.13	0.07	(0.06)	0.12	0.06
Net realized and unrealized gains (losses) on investments	(2.37)	0.75	7.10	5.80	(0.68)
Total from Investment Activities	(2.24)	0.82	7.04	5.92	(0.62)
Distributions to Shareholders:
Net investment income	—(b)	—	(0.06)	(0.03)	—
Net realized gains from investments	(0.46)	—	—	—	—
Total Distributions to Shareholders	(0.46)	—	(0.06)	(0.03)	—
Capital Contributions from Prior Custodian, Net	—(b)	—	—	—	—
Short-term trading fees	—	—	—	—	—(b)
Net Asset Value, End of Period	$31.45	$34.15	$33.33	$26.35	$20.46
Total Return	(6.54)%	2.46%	26.72%	28.94%	(2.94)%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$981,741	$726,193	$537,362	$300,839	$202,198
Ratio of net expenses to average net assets	1.15%	1.20%	1.25%	1.25%	1.25%
Ratio of net investment income (loss) to average net assets	0.40%	0.22%	(0.19)%	0.50%	0.28%
Ratio of gross expenses to average net assets (c)	1.15%	1.20%	1.27%	1.33%	1.39%
Portfolio turnover (d)	47%	38%	92%	57%	51%

(a) Per share net investment income (loss) has been calculated using the average daily shares method.

(b) Amount is less than $0.005 per share.

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

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

P.O. Box 182593
Columbus, OH 43218-2593

By telephone:
Call Victory Funds at
800-539-FUND
(800-539-3863)

By mail:
Victory Funds
P.O. Box 182593
Columbus, OH 43218-2593

In person:
SEC Public Reference Room
Washington, D.C.
Call 202-551-8090 for location and hours.

By mail:
SEC Public Reference Section
Washington, D.C. 20549-1520

On the Internet:
EDGAR database at sec.gov or by email request at
publicinfo@sec.gov

Investment Company Act File Number 811-4852

VF-ISCV-PRO (11/16)

November 1, 2016

Prospectus

Victory Munder Mid-Cap Core Growth Fund

Class A	MGOAX
Class C	MGOTX
Class R	MMSRX
Class R6	MGOSX
Class Y	MGOYX

VictoryFunds.com
800-539-FUND
(800-539-3863)

Victory Funds

Table of Contents

Payments to Broker-Dealers and Other Financial Intermediaries

Munder Mid-Cap Core Growth Fund Summary

Investment Objective

The Fund seeks to provide long-term capital appreciation.

Fund Fees and Expenses

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your immediate family invest, or agree to invest in the future, at least $50,000 in the Victory Funds. More information about these and other discounts is available from your Investment Professional and in Investing with Victory on page 15 of the Fund's Prospectus and in Additional Purchase, Exchange and Redemption Information on page 40 of the Fund's Statement of Additional Information (SAI).

Shareholder Fees (paid directly from your investment)	Class A	Class C	Class R	Class R6	Class Y
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)	5.75%	NONE	NONE	NONE	NONE
Maximum Deferred Sales Charge (load) (as a percentage of the lower of purchase or sale price)	NONE ¹	1.00% ²	NONE	NONE	NONE
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.75%	0.75%	0.75%	0.75%	0.75%
Distribution (12b-1) Fees	0.25%	1.00%	0.50%	0.00%	0.00%
Other Expenses	0.34%	0.25%	0.37%	0.12%	0.31%
Total Fund Operating Expenses	1.34%	2.00%	1.62%	0.87%	1.06%
Fee Waiver/Expense Reimbursement ³	(0.02)%	0.00%	(0.05)%	0.00%	0.00%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement ³	1.32%	2.00%	1.57%	0.87%	1.06%

² The Class C contingent deferred sales charge applies only to shares sold within 12 months of purchase.

³ Victory Capital Management Inc., the Fund's investment adviser ("Adviser"), has contractually agreed to waive its management fee and/or reimburse expenses so that the total annual operating expenses of Class A and R of the Fund (excluding acquired fund fees and expenses and certain items such as interest, taxes and brokerage commissions) do not exceed 1.32% and 1.57%, respectively, until at least October 31, 2017. The Adviser is permitted to recoup advisory fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place (including any amounts waived or reimbursed prior to October 31, 2014 by Munder Capital Management, investment adviser to the Fund's predecessor, Munder Mid-Cap Core Growth Fund, a series of Munder Series Trust), subject to the lesser of: (a) any operating expense limits in effect at the time of the original waiver or expense reimbursement; or (b) at the time of recoupment. This agreement may only be terminated by the Fund's Board of Trustees.

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. The amounts shown reflect the fee waiver/expense reimbursement in place through October 31, 2017. 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	$702	$973	$1,265	$2,093
Class C (If you sell your shares at the end of the period.)	$303	$627	$1,078	$2,327
Class R	$160	$506	$877	$1,918
Class R6	$89	$278	$482	$1,073
Class Y	$108	$337	$585	$1,294

The following example makes the same assumptions as the example above, except that it assumes you do not sell your shares at the end of the period.

	1 Year	3 Years	5 Years	10 Years
Class C	$203	$627	$1,078	$2,327

Portfolio Turnover:

Principal Investment Strategy

The Adviser pursues long-term capital appreciation in the Fund by investing, under normal circumstances, at least 80% of the Fund's net assets in equity securities (i.e., common stocks, preferred stocks, convertible securities and rights and warrants) of mid-capitalization companies. Mid-capitalization companies means those companies with market capitalizations within the range of companies included in the S&P MidCap 400 ^® Index ($870 million to $10.1 billion as of September 30, 2016) or within the range of companies included in the Russell Midcap ^® Index ($213.3 million to $4.3 billion as of September 30, 2016).

The Fund's investment style, which focuses on both growth prospects and valuation, is known as GARP (Growth at a Reasonable Price). This blended process seeks to perform better than either a pure growth or pure value approach over a complete market cycle.

The Adviser chooses the Fund's investments by reviewing the earnings growth of all publicly traded mid-capitalization companies over the past three years and selecting from those companies primarily based on: above-average, consistent earnings growth; financial stability; relative valuation; strength of industry position and management team; and price changes compared to the Russell Midcap ^® Index.

The Adviser may sell a security if it believes the price objective for the stock has been reached, if more attractive opportunities are identified, or if the fundamentals of the company deteriorate.

Principal Risks

The Fund's investments are subject to the following principal risks:

Equity Risk. The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions. A company's earnings or dividends may not increase as expected. Price changes may be temporary or last for extended periods.
Foreign Securities Risk. Foreign securities (including ADRs and GDRs) could be affected by factors not present in the U.S., including expropriation, confiscation of property, and difficulties in enforcing contracts. 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 companies. Foreign securities generally experience more volatility than their domestic counterparts.
Growth Investing Risk. Growth stocks may be more sensitive to changes in current or expected earnings than the values of other stocks, and they may fall out of favor if the companies' earnings growth does not meet expectations.
Management Risk. The Adviser may not execute the Fund's principal investment strategy effectively.
Mid Capitalization Stock Risk. Mid-sized companies may be subject to a number of risks not associated with larger, more established companies, potentially making their stock prices more volatile and increasing the risk of loss.

You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective.

An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) 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.

Investment Performance

The bar chart and table that follow indicate the risks of investing in the Fund. We assume reinvestment of dividends and distributions.

The table shows how the average annual total returns for Class A, Class C, Class R, Class R6 and Class Y shares of the Fund, including applicable maximum sales charges, compare to those of a broad measure of market performance. We calculate after-tax returns using the historical highest individual federal marginal income tax rates and we do not reflect the effect of state and local taxes. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant if you own your Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only one class and after-tax returns for other classes will vary. The Fund's past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. Updated performance information is available on the Fund's website at VictoryFunds.com.

The performance figures for Class A, Class C, Class R, Class R6 and Class Y shares reflect the historical performance of, respectively, the Class A, Class C, Class R, Class R6 and Class Y shares of the MST Munder Mid-Cap Core Growth Fund, a series of Munder Series Trust (the predecessor to the Fund managed by Munder Capital Management). The Fund's performance has not been restated to reflect any differences in the expenses of the MST Munder Mid Cap Growth Fund. The MST Munder Mid-Cap Core Growth Fund commenced operations, and Class Y shares were first offered, on June 24, 1998. Class A shares were first offered on July 1, 2000, Class C shares were first offered on July 14, 2000, Class R shares were first offered on July 29, 2004 and Class R6 shares were first offered on July 1, 2012.

Calendar Year Returns for Class Y Shares

YTD through 9/30/16: 4.63%
Highest/lowest quarterly results during this time period were:

Highest	16.48% (quarter ended September 30, 2009)
Lowest	-25.26% (quarter ended December 31, 2008)

Average Annual Total Returns (For the Periods ended December 31, 2015)	1 Year	5 Years (or Life of Class)	10 Years
CLASS Y
Before Taxes	-4.36%	10.15%	7.53%
After Taxes on Distributions	-6.49%	9.02%	6.94%
After Taxes on Distributions and Sale of Fund Shares	-0.66%	8.09%	6.14%
CLASS A
Before Taxes	-10.08%	8.58%	6.63%
CLASS C
Before Taxes	-6.09%	9.07%	6.47%
CLASS R
Before Taxes	-4.84%	9.60%	7.00%
CLASS R6
Before Taxes	-4.20%	14.10% ¹	N/A
INDEX
Russell Midcap ^® Index Index returns reflect no deduction for fees, expenses, or taxes.	-2.44%	11.44%	8.00%
Russell Midcap ^® Growth Index Index returns reflect no deduction for fees, expenses, or taxes.	-0.20%	11.54%	8.16%

¹ Inception date of Class R6 shares is July 1, 2012.

Management of the Fund

Investment Adviser

Victory Capital Management Inc. ("Adviser") serves as the Fund's investment adviser. The portfolio managers primarily responsible for day-to-day management of the Fund are members of the Adviser's Munder Capital Management ("Munder") investment team (referred to as an investment franchise).

Portfolio Managers

Tony Y. Dong is the Chief Investment Officer of Munder and has been the Lead Portfolio Manager of the Fund (including its predecessor fund) since 2001.

Robert E. Crosby is a Senior Portfolio Manager of Munder and has been a Portfolio Manager of the Fund (including its predecessor fund) since 2012.

Robert Glise is a Senior Portfolio Manager/Analyst of Munder and has been a Portfolio Manager of the Fund since September 2016.

Gavin Hayman is a Portfolio Manager of Munder and has been a Portfolio Manager of the Fund (including its predecessor fund) since 2010.

Brian S. Matuszak is a Portfolio Manager of Munder and has been a Portfolio Manager of the Fund (including its predecessor fund) since 2005. He has also assisted with portfolio strategy, sector analysis, stock selection, and the monitoring of companies owned in the Fund since 2002.

Sean D. Wright is an Portfolio Manager of Munder and has been a Portfolio Manager of the Fund (including its predecessor fund) since 2014.

Purchase and Sale of Fund Shares

You may redeem your shares on any day the Fund is open for business. Redemption requests may be made by telephone (with prior appropriate approval) or by mail.

Tax Information

Payments to Broker-Dealers and Other Financial Intermediaries

Additional Fund Information

Victory Capital Management Inc., which we refer to as the "Adviser" throughout the Prospectus, manages the Fund.

The Munder Mid-Cap Core Growth Fund (the "Fund") is managed by the Adviser, who also manages other funds, each having distinct investment management objectives, strategies, risks, and policies. Together, these funds are referred to in this Prospectus as the Victory Funds or, more simply, the "Funds."

If you would like to receive additional copies of any materials, please call the Victory Funds at 800-539-FUND (800-539-3863) or please visit VictoryFunds.com.

Investments

U.S. Equity Securities

Can include common stock, preferred stock and securities that are convertible or exchangeable into common stock of U.S. corporations.

Foreign Securities

Derivatives

Emerging Markets

A part of the Fund's investments in foreign securities may be in companies from emerging market countries, which are developing countries in the early stages of adopting capitalism. Emerging market countries include, without limitation, portions of Asia, Latin America, Eastern Europe, and the Middle East/Africa, such as China, India, Malaysia, Brazil, Mexico, Poland, Russia and South Africa.

Investment Companies

Securities Lending

Risk Factors

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

The following describes the principal risks that you may assume as an investor in the Fund.

General risks

Market risk is the risk that the market value of a security may decline in response to developments affecting individual companies and/or general economic conditions. Market risk may affect a single issuer, an industry, a sector of the economy, or the entire market. Price changes may be temporary or last for extended periods. For example, stock prices have historically fluctuated in periodic cycles.
Manager risk is the risk that the Fund's portfolio manager may implement its investment strategy in a way that does not produce the intended result.
Stock selection risk is the risk that the value of the Fund's investments may decline if the particular companies in which the Fund invests do not perform well in the market. The Adviser's investment strategy seeks to control risk by adhering to portfolio constraints relative to the Fund's benchmark. As a result, the Fund may be particularly susceptible to a general decline in the mid-capitalization growth sector of the U.S. stock market.

Equity risk

The value of an equity security will fluctuate in response to changes in earnings or other conditions affecting the issuer's profitability or in general market conditions. 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.

Growth investing risk

Growth securities might be more sensitive to changes in current or expected earnings than the values of other stocks. Growth securities may be more volatile than other stocks, causing greater fluctuations in value. A growth approach could also be impacted if the company does not realize its anticipated potential or if there is a shift in the market to favor other types of securities.

Mid-cap stock risk

Mid-cap companies often have more limited managerial and financial resources than larger, more established companies and, therefore, may be more susceptible to market downturns or changing economic conditions. Prices of mid-sized companies tend to be more volatile than those of larger companies and medium-sized issuers may be subject to greater degrees of changes in their earnings and prospects. Since mid-sized company stocks typically have narrower markets and are traded in lower volumes than larger company stocks, they may be more difficult to purchase and sell.

Foreign investments risk

Foreign securities, including ADRs and GDRs, tend to be more volatile and less liquid than U.S. securities. Further, foreign securities may be subject to additional risks not associated with investment in U.S. securities due to differences in the economic and political environment, the amount of available public information, the degree of market regulation, and financial reporting, accounting and auditing standards, and, in the case of foreign currency-denominated securities, fluctuations in currency exchange rates. In addition, during periods of social, political or economic instability in a country or region, the value of a foreign security could be affected by, among other things, increasing price volatility, illiquidity or the closure of the primary market on which the security is traded. In addition to foreign securities, the Fund may be exposed to foreign markets as a result of the Fund's investments in U.S. companies that have international exposure.

Derivatives risk

Derivatives, such as futures contracts and options on futures contracts, are subject to the risk that small price movements can result in substantial gains or losses. Derivatives also entail exposure to counterparty risk, the risk of mispricing or improper valuation and the risk that changes in value of the derivative may not correlate perfectly with the relevant securities, assets or indices. The Fund "covers" its exposure to certain derivative contracts by segregating or designating liquid assets on its records sufficient to satisfy current payment obligations, which may expose the Fund to the market through both the underlying assets subject to the contract and the assets used as cover. The use of derivatives may cause the Fund to incur losses greater than those that would have occurred had derivatives not been used.

The use of derivatives may cause the Fund to incur losses greater than those that would have occurred had derivatives not been used.

Emerging markets investing risk

There are greater risks involved in investing in emerging market countries than those associated with investment in developed foreign markets. The risks of investing in foreign securities generally are amplified for investments in emerging markets securities. Generally, markets in emerging market countries are less diverse and mature than those of developed countries and their political systems are less stable. Further, due to the smaller securities markets, lower trading volumes and less government regulation of securities markets in emerging market countries compared to those in developed countries, investments in emerging market securities generally are more illiquid and volatile and subject to a higher risk of settlement disruptions than investments in securities of issuers in developed countries. Consequently, emerging market securities may be subject to relatively more abrupt and severe price declines.

Investment company risk

The Fund's ability to achieve its investment objective may be directly related to the ability of the Underlying Funds (including ETFs) held by the Fund to meet their investment objectives. In addition, shareholders of the Fund will indirectly bear the fees and expenses of the underlying investment companies. Lack of liquidity in an ETF could result in an ETF being more volatile than the underlying portfolio of securities.

Securities lending risk

The risk in lending portfolio securities, as with other extensions of credit, consists of the possibility of loss to the Fund due to (1) the inability of the borrower to return the securities, (2) a delay in receiving additional collateral to adequately cover any fluctuations in the value of securities on loan, (3) a delay in recovery of the securities, or (4) the loss of rights in the collateral should the borrower fail financially. In addition, the Fund is responsible for any loss that might result from its investment of the borrower’s collateral. In determining whether to lend securities, the Adviser or the Fund's securities lending agent will consider relevant facts and circumstances, including the creditworthiness of the borrower.

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

Organization and Management of the Fund

The Trust's Board of Trustees has the overall responsibility for overseeing the management of the Fund.

The Investment Adviser

The Adviser is a multi-boutique asset manager comprised of multiple investment teams, referred to as investment franchises, each of which utilizes an independent approach to investing. Munder Capital Management ("Munder") is the investment franchise responsible for the day-to-day investment management of the Fund.

For the fiscal year ended June 30, 2016, the Fund paid advisory fees, before waivers, at an annual rate of 0.75% of the average daily net assets of the Fund.

A discussion of the Board's most recent considerations in approving the Advisory Agreement is available in the Fund's semi-annual report for the period ended December 31, 2015.

Portfolio Management

Tony Y. Dong is the Lead Portfolio Manager, and Robert E. Crosby, Robert Glise, Gavin Hayman, Brian S. Matuszak and Sean D. Wright are Co-Portfolio Managers of the Munder Mid-Cap Core Growth Fund. Mr. Dong has final investment authority for the Fund.

Tony Y. Dong is the Chief Investment Officer of Munder and has been with the Adviser since 2014. Prior to that, Mr. Dong was Vice Chairman and Chief Investment Officer of Munder Capital Management, where he was a member of portfolio management team of the Fund's predecessor fund since 2001. Mr. Dong is a CFA charterholder.

Robert E. Crosby is a Senior Portfolio Manager of Munder and has been with the Adviser since 2014. Prior to that, Mr. Crosby was a Senior Portfolio Manager of Munder Capital Management, where he was a member of portfolio management team of the Fund's predecessor fund since 2012. Mr. Crosby held various positions at Munder since 1993. Mr. Crosby is a CFA charterholder.

Gavin Hayman is an Equity Analyst of Munder and has been with the Adviser since 2014. Prior to that, Mr. Hayman was an Equity Analyst of Munder Capital Management, where he was a member of portfolio management team of the Fund's predecessor fund since 2010. From 2007 to 2010, Mr. Hayman was Director-Research at Telemus Capital Partners, a high-net-worth management company. Mr. Hayman is a CFA charterholder.

Robert Glise is a Senior Portfolio Manager/Analyst of Munder and has been with the Adviser since September 2016. From 2002 through 2015, Mr. Glise was a Senior Partner and Senior Portfolio Manager with Northpointe Capital Management, where he was the lead manager of the mid-cap growth strategy and a member of the team managing the small-cap growth strategy. Mr. Glise is a CFA charterholder.

Brian S. Matuszak is a Portfolio Manager of Munder and has been with the Adviser since 2014. Prior to that, Mr. Matuszak was a Senior Equity Analyst of Munder Capital Management, where he was a member of portfolio management team of the Fund's predecessor fund since 2006. Mr. Matuszak is a CFA charterholder.

Sean D. Wright is an Equity Analyst of Munder and has been with the Adviser since 2014. Prior to that, Mr. Wright was a Senior Equity Research Associate of Munder Capital Management, where he was a member of portfolio management team of the Fund's predecessor fund since 2014. Prior to joining MCM, he interned for RFC Financial Planners in Ann Arbor, Michigan, where he worked on various tasks related to portfolio management, asset allocation, and client relationship management.

Investing with Victory

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

If you are looking for a convenient way to open an account or to add money to an existing account, we can help. The sections that follow will serve as a guide to your investments with the Victory Funds. Choosing a Share Class will help you decide whether it would be more to your advantage to buy Class A, Class C, Class R, Class R6 or Class Y shares of the Fund. Class R, Class R6 and Class Y shares, however, are available for purchase only by eligible shareholders. The following sections describe how to open an account directly with us, how to access information about your account, and how to buy, exchange and sell shares of the Fund. Note, this information will vary if you invest through a third party Investment Professional such as a brokerage firm and will be dependent on that firm's policies and practices. Consult your Investment Professional for specific details.

Important information about sales load breakpoints

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.

Trading in the security has been halted;
The market quotation for the security is clearly erroneous due to a clerical error;
The security's liquidity decreases such that, in the Adviser's opinion, the market quotation has become stale; or
An event occurs after the close of the trading market (but before the Fund's NAV is calculated) that, in the Adviser's opinion, materially affects the value of the security.

Choosing a Share Class

CLASS A

Front-end sales charge, as described in this section. There are several ways to reduce or eliminate this charge.
A contingent deferred sales charge (CDSC) may be imposed if you sell your shares within twelve months of their purchase.
Class A shares also pay ongoing distribution and/or service (12b-1) fees.
Lower annual expenses than Class C or Class R shares.

CLASS C

No front-end sales charge. All your money goes to work for you right away.
A CDSC may be imposed if you sell your shares within twelve months of their purchase.
Class C shares also pay ongoing distribution and/or service (12b-1) fees.
Higher annual expenses than all other classes of shares.

CLASS R

No front-end sales charge or CDSC. All your money goes to work for you right away.
Class R shares pay ongoing distribution and/or service (12b-1) fees.
Class R shares are only available to certain investors.
Higher annual expenses than all classes except Class C shares.

CLASS R6

No front-end sales charge or CDSC. All your money goes to work for you right away.
Class R6 shares do not pay any ongoing distribution and/or service (12b-1) fees.
Class R6 shares are only available to certain investors.
Lower annual expenses than all other classes of shares.

CLASS Y

No front-end sales charge or CDSC. All your money goes to work for you right away.
Class Y shares do not pay any ongoing distribution and/or service (12b-1) fees.
Class Y shares are only available to certain investors.
Lower annual expenses than Class A, Class C or Class R shares.

Share Classes

Also, not all Victory Funds offer all classes of shares, and some classes of shares are available for purchase only by eligible shareholders.

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.

The Fund or any class may be terminated at any time for failure to achieve an economical level of assets or for other reasons.

Calculation of Sales Charges for Class A Shares

For historical expense information, see the "Financial Highlights" at the end of this Prospectus.

Your Investment in the Fund	Sales Charge as a % of Offering Price	Sales Charge as a % of 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 ¹	0.00%	0.00%

Sales Charge Reductions and Waivers for Class A Shares

There are several ways you can combine multiple purchases of Class A shares of the Victory Funds to take advantage of reduced sales charges and, in some cases, eliminate sales charges.

You may reduce or eliminate the sales charge in the following cases:

Purchases sufficient to reach a breakpoint (see Investing with Victory — Important information about sales load breakpoints ).
If you anticipate purchasing $50,000 or more of shares of the Fund, or in combination with Class A shares of other Victory Funds (excluding those Funds that do not impose a sales charge), within a 13-month period, you may obtain the shares at the same reduced sales charge as though the total quantity were invested in one lump sum. In order to qualify for the reduced sales charge, you must file a non-binding Letter of Intent (the "Letter") within 90 days of the start of the purchases. Each investment you make after signing the Letter will be entitled to the sales charge applicable to the total investment indicated in the Letter. You must start with a minimum initial investment of at least 5.00% of the total amount you intend to purchase. A portion of the shares purchased under the Letter will be held in escrow until the total investment has been completed. In the event the Letter is not completed, sufficient escrowed shares will be redeemed to pay any applicable front-end sales charges.
Rights of Accumulation allow you to add the value of any Class A shares of the Fund that you already own (excluding shares sold without a sales charge) to the amount of your next Class A investment to determine if your additional investment will qualify for a reduced sales charge. The value of the Class A shares you already own will be calculated by using the greater of the current value or the original investment amount.
The Combination Privilege allows you to combine the value of Class A shares you own in accounts of multiple Victory Funds (subject to limitations applicable to certain Victory Funds and excluding shares sold without a sales charge) and in accounts of household members of your immediate family (spouse or domestic partner and children under 21) to achieve a reduced sales charge on your added investment.
The Reinstatement Privilege permits an investor, within 90 days of a redemption of Class A shares of the Fund, to reinvest all or part of the redemption proceeds in the Class A shares of any Victory Fund at the NAV next computed after receipt by the transfer agent of the reinvestment order. No service charge is currently imposed on reinvestment in shares of the Fund.
The Victory Funds will completely waive the sales charge for Class A shares in the following cases:

Purchases of $1,000,000 or more.
Purchases by:

current and retired Victory Fund trustees or officers;
directors, trustees, employees, and family members of employees of the Adviser or "Affiliated Providers;" ¹ and
registered broker-dealers, financial intermediaries or their agents or affiliates who have agreements with Victory Capital Advisers, Inc., (the "Distributor"), if the shares are purchased for their own account, purchased for retirement plans of their employees or sold to registered representatives or full-time employees (or their immediate families), provided that such purchase is for one of the foregoing types of accounts;

Purchases for trust or other advisory accounts established with a financial institution and fee-based investment products or accounts.
Reinvestment of proceeds from a liquidation distribution of Class A shares of a Victory Fund held in a deferred compensation plan, agency, trust, or custody account.
Purchases by retirement plans, including Section 401 and 457 plans sponsored by a Section 501(c)(3) organization and certain non-qualified deferred compensation arrangements that operate in a similar manner to qualified plans. Investors nonetheless may be charged a fee if they effect transactions in Class A shares through a broker or agent.
Purchases by participants in the Victory Investment Program.
Purchases by participants in no transaction fee programs offered by certain broker-dealers (sometimes referred to as "supermarkets").
Purchases by financial intermediaries who have entered into an agreement with the Distributor to offer shares to self-directed investment brokerage accounts that may or may not charge a transaction fee to its customers.
Investors that have an investment account with the Adviser.

¹ Affiliated Providers are affiliates and subsidiaries of the Adviser and any organization that provides services to the Trust.

You should inform the Fund or your Investment Professional at the time of purchase of the sales charge waiver category which you believe applies.

Calculation of Sales Charges for Class C Shares

Individual purchases of $1,000,000 and above will automatically be made in Class A shares of the Fund.

Eligibility Requirements to Purchase Class R Shares

Class R shares may only be purchased by:

Retirement plans, including Section 401 and 457 plans, section 403 plans sponsored by a section 501(c)(3) organization and certain non-qualified deferred compensation arrangements that operate in a similar manner to qualified plans.
Fee-based investment products or accounts.

Eligibility Requirements to Purchase Class R6 Shares

Class R6 shares may only be purchased by:

Retirement plans, including Section 401 and 457 plans, section 403 plans sponsored by a section 501(c)(3) organization and certain non-qualified deferred compensation arrangements that operate in a similar manner to qualified plans.

Eligibility Requirements to Purchase Class Y Shares

Only Eligible Investors may purchase or exchange into Class Y shares of the Fund. Eligible Investors include the following:

Institutional and individual retail investors with a minimum investment in Class Y shares of $1,000,000 who purchase through certain broker-dealers or directly from the transfer agent.
Clients of state-registered or federally-registered investment advisors (RIAs), where such RIAs trade through institutional trading platforms approved by the Funds, who invest at least $2,500.
Pension, profit sharing, employee benefit and other similar plans and trusts that invest in the Funds.
Investors who purchase through select fee-based advisory programs with an approved financial intermediary. In fee-based advisory programs, a financial intermediary typically charges each investor a fee based upon the value of the account. Such transactions may be subject to additional rules or requirements of the applicable financial intermediary's program.
Purchases by:

current and retired Victory Fund trustees or officers (including the former trustees and officers of the Munder Series Trust).
directors, trustees, employees, and family members of employees of the Adviser or "Affiliated Providers". ¹
investment advisory clients of the Adviser.
investment advisors, consultants, broker-dealers and other financial intermediaries investing for their own accounts or for the accounts of their immediate family members.

¹ Affiliated Providers are affiliates and subsidiaries of the Adviser and any organization that provides services to the Trust.

How to Buy Shares

Opening an account

If you would like to open an account, you will first need to complete an Account Application.

Victory Funds
P.O. Box 182593
Columbus, OH 43218-2593

If your investment order is accepted by the Fund, an Investment Professional or other intermediary, it will be priced at the NAV next computed as described in the section entitled "Share Price."

Paying for your initial purchase

Minimum investments

If you would like to buy Class A or Class C shares, the minimum investment required to open an account is $2,500; no minimum for certain retirement plans and approved fee-based and/or advisor program and similar accounts ($1,000 for IRA accounts), with additional investments of at least $50. If you would like to buy Class R, Class R6 or Class Y shares, you must first be an Eligible Investor, as discussed in the section Choosing a Share Class — Eligibility Requirements to Purchase . There are no minimum investment amounts required for Class R, Class R6 or Class Y shares except as set forth in the Eligibility Requirements to Purchase .

There is no minimum investment required to open an account or for additional investments in Victory Simple IRAs.

Purchasing additional shares

Once you have an existing account, you can make additional investments at any time in any amount (subject to any minimums) in the following ways:

By Mail

To ensure that your additional investment is properly credited to your account, use the Investment Stub attached to your confirmation statement and send it with your check to the address indicated.
By Telephone

If you have an existing account that has been set up to receive electronic transfers, you can buy additional shares by calling Victory Funds Customer Service at 800-539-3863 between 8:00 a.m. and 6:00 p.m. (Eastern Time), Monday through Friday.
By Exchange

You may purchase shares of the Fund using the proceeds from the simultaneous redemption of shares of another Victory Fund if it is eligible for an exchange with your Fund. You may initiate an exchange online (if you are a registered user of VictoryFunds.com), by telephone, or by mail. See the section "Exchanging Shares."
Via the Internet

If you are a registered user, you may request a purchase of shares through our website at VictoryFunds.com. Your account must be set up for Automated Clearing House ("ACH") payment in order to execute online purchases.
By ACH

Your account must be set up for ACH payment in order to execute purchases online or by telephone. It takes about 15 days to set up an ACH account and only domestic member banks may be used. After your account is set up, your purchase amount can be transferred by ACH. Currently, the Fund does not charge a fee for ACH transfers but it reserves the right to charge for this service in the future. Your originating bank may charge a fee for ACH transfers.
By Wire

You may buy Fund shares by bank wire transfer of same day funds. Please call Victory Funds Customer Service at 800-539-3863 between 8:00 a.m. and 6:00 p.m. (Eastern Time), Monday through Friday for wiring instructions. Any commercial bank can transfer same-day funds by wire.

Although the transfer agent does not currently charge you for receiving same-day funds, it reserves the right to charge for this service in the future. Your bank may charge you for wiring same-day funds. You cannot buy shares for tax-qualified retirement plans by wire transfer.
By Systematic Investment Plan

To enroll in the Systematic Investment Plan, you should check this box on the Account Application or on the Account Maintenance Form. We will need your bank information and the amount ($50 or more) 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 before we will make automatic withdrawals from your bank account and invest it in shares of the Fund.

Other purchase rules you should know

Keep these addresses handy for purchases, exchanges, or redemptions.

	BY REGULAR U.S. MAIL	Victory Funds P.O. Box 182593 Columbus, OH 43218-2593
	BY OVERNIGHT MAIL	Use the following address ONLY for overnight packages: Victory Funds c/o FIS TA Operations 4249 Easton Way, Suite 400 Columbus, OH 43219 PHONE: 800-539-3863
	BY WIRE	Call 800-539-3863 BEFORE wiring money to notify the Fund that you intend to purchase shares by wire and to verify wire instructions.
	BY TELEPHONE	800-539-FUND (800-539-3863)
	ON THE INTERNET	www.VictoryFunds.com

Statements and Reports

Retirement Plans

How to Exchange Shares

Exchanges are subject to any CDSC, minimum investment limitation or eligibility requirements described in the applicable Prospectus and SAI. You may be required to provide sufficient information to establish eligibility to exchange into the new share class.
To exchange between Victory Funds, the other Victory Fund you wish to exchange into must be eligible for exchange with your Fund.
Shares of the Victory Fund selected for exchange must be available for sale in your state of residence.

If you have questions about these, or any of the Fund's other exchange policies, please consult Victory Customer Service or your Investment Professional before requesting an exchange.

Before exchanging, you should read the Prospectus of the Fund you wish to exchange into, which may be subject to different risks, fees and expenses.

Class C share conversion

Processing your exchange/conversion

Requesting an exchange

You can exchange shares of the Fund by telephone, by mail or via the Internet. You cannot exchange into an account with a different registration or tax identification number.

By Telephone

Unless you indicate otherwise on the account application, Victory Customer Service will be authorized to accept exchange instructions received by telephone.

By Mail

Send a letter of instruction signed by all registered owners or their legal representatives to the Victory Funds.

Via the Internet

You may also exchange shares via the Internet at VictoryFunds.com if you are a registered user.

Other exchange rules you should know

An exchange of Fund shares for shares of another Victory Fund constitutes a sale for tax purposes unless the exchange is made within an IRA or other tax-deferred account.

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.

BY TELEPHONE

Mail a check to the address of record;
Wire funds to a previously designated domestic financial institution;
Mail a check to a previously designated alternate address; or
Electronically transfer your redemption via ACH to a previously designated domestic financial institution.

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

Your account registration has changed within the last 15 business 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 Fund account with a different registration; or
The check or wire is being sent to a different bank account than was previously designated.

BY WIRE

BY ACH

Systematic Withdrawal Plan

Additional Information about Redemptions

Redemption proceeds from the sale of Fund shares purchased by a check or through ACH will be held until the purchase check or ACH has cleared, which may take up to 10 business days.
The Fund may postpone payment of redemption proceeds for up to seven calendar days at any time.
The Fund may suspend your right to redeem your shares in the following circumstances:

During non-routine closings of the NYSE;
When the 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
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 1.00% 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. Securities received pursuant to an in-kind redemption are subject to market risk until sold and may be subject to brokerage and other fees.
If you choose to have your redemption proceeds mailed to you and either the United States Postal Service is unable to deliver the redemption check to you or the check remains outstanding for more than six months, the Fund reserves the right to reinvest the check in shares of the Fund at its then current NAV until you give the Fund different instructions. No interest will accrue on amounts represented by uncashed redemption checks.

Distribution and Service Plans

In accordance with Rule 12b-1 of the Investment Company Act of 1940, the Trust has adopted Distribution and Service Plans for Class A shares, Class C shares and Class R shares of the Fund.

Other Payments to Financial Intermediaries

Distributions and Taxes

Distributions can be received in one of the following ways. Please check with your Investment Professional if you are unsure of which option is right for you.

Your choice of distribution should be set up on the original Account Application. If you would like to change the option you selected, please call 800-539-FUND.

Reinvestment Option

Cash Option

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 Distributions Option

Directed Bank Account Option

Important Information about Taxes

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.

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

Qualified dividends received from the Fund by noncorporate shareholders will be taxed at long-term capital gain rates to the extent attributable to qualified dividends received by the Fund. Nonqualified dividends, dividends received by corporate shareholders and dividends from the Fund's short-term capital gains are taxable as ordinary income. Dividends from the Fund's long-term capital gains are taxable as long-term capital gains.
Dividends are treated in the same manner for U.S. federal income tax purposes whether you receive them in cash, additional shares of the Fund, or you reinvest them in shares of another Victory Fund.
An exchange of the Fund's shares for shares of another Victory Fund will be treated as a sale. When you sell or exchange shares of the Fund, you must recognize any gain or loss.
An exchange of one class of the Fund's shares for shares of another class of the same Fund generally constitutes a nontaxable exchange.
Distributions from the Fund and gains from the disposition of your shares may also be subject to state and local income tax.
An additional 3.8% Medicare tax will be imposed on certain net investment income (which includes ordinary dividends, capital gain distributions from the Fund, and gain recognized on a disposition of shares) of certain U.S. individuals, estates, and trusts.
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 by mid-February 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.
The Fund is generally required by law to provide you and the Internal Revenue Service with certain cost basis information related to the sale or redemption of any of your shares in the Fund acquired on or after January 1, 2012 (including distributions that are reinvested in additional shares of the Fund).
The Fund may be required to withhold tax from taxable distributions if you fail to give your correct social security or taxpayer identification number, fail to make required certifications, or the Fund is notified by the Internal Revenue Service that backup withholding is required.
You should review the more detailed discussion of federal income tax considerations in the SAI and consult your tax adviser regarding the federal, state, local, or foreign tax consequences resulting from your investment in the Fund.
The Fund may provide estimated capital gain distribution information through its website at VictoryFunds.com.

Important Fund Policies

Customer Identification Program

As a result, the Fund must obtain the following information for each person who opens a new account:

Name;
Date of birth (for individuals);
Residential or business street address (although post office boxes are still permitted for mailing); and
Social security number, taxpayer identification number, or other identifying number.

Account Maintenance Information

Change of name;
Add/change banking instructions;
Add/change beneficiaries;
Add/change authorized account traders;
Adding a Power of Attorney;
Add/change Trustee; and
Uniform Transfers to Minors Act/Uniform Gifts to Minors Act custodian change.

Market Timing

The Fund's Board of Trustees has adopted policies and procedures with respect to market timing. In order to prevent or minimize market timing, the Fund will:

Employ "fair value" pricing, as described in this Prospectus under Share Price , to minimize the discrepancies between a security's market quotation and its perceived market value, which often gives rise to market timing activity; and
Monitor for suspected market timing based on "short-term transaction" activity, that is, a purchase or redemption of a Fund and, as applicable, a subsequent redemption or purchase of the same Fund, or an exchange of all or part of that same Fund.

The Fund's market timing policies and procedures may be modified or terminated at any time under the oversight of the Board.

Portfolio Holdings Disclosure

The Fund also discloses its complete portfolio holdings each calendar quarter on the Fund's website, VictoryFunds.com, no earlier than the 15th day after the quarter end.

You can find a complete description of the Fund's policies and procedures with respect to disclosure of its portfolio securities in the Fund's SAI or on the Fund's website, VictoryFunds.com.

Performance

Shareholder Communications

Other Service Providers

: Victory Capital Advisers, Inc. (the Distributor), member FINRA and SIPC, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144, serves as distributor for the continuous offering of the Fund's shares. The Distributor is an affiliate of the Adviser.; Citibank N.A., 388 Greenwich St., New York, New York 10013, serves as the custodian of the Fund's investments and cash and settles trades made by the Fund.; Victory Capital Management Inc., 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144, also serves as the administrator and fund accountant for the Fund.; Citi Fund Services Ohio, Inc., 3435 Stelzer Road, Columbus, Ohio 43219, serves as the sub-administrator and sub-fund accountant for the Fund.; FIS Investor Services LLC, 4249 Easton Way, Suite 400, Columbus, Ohio 43219, serves as the transfer agent and dividend disbursing agent for the Fund.; Ernst & Young LLP, 1900 Scripps Center, 312 Walnut Street, Cincinnati, Ohio 45202, serves as the independent registered public accounting firm for the Fund.; Morrison & Foerster LLP, 250 West 55th Street, New York, New York 10019, serves as legal counsel to the Fund.

Financial Highlights

The following financial highlights tables reflect historical information about shares of the Fund and are intended to help you understand the Fund's financial performance for the past five years.

The Fund's financial highlights includes historical information of the Fund's predecessor, MST Munder Mid-Cap Core Growth Fund, a separate series of Munder Series Trust managed by Munder Capital Management, for periods prior to October 31, 2014.

Munder Mid-Cap Core Growth Fund

	Class A Shares
	Year Ended June 30, 2016	Year Ended June 30, 2015	Year Ended June 30, 2014	Year Ended June 30, 2013	Year Ended June 30, 2012
Net Asset Value, Beginning of Period	$43.31	$43.91	$36.60	$29.99	$30.44
Investment Activities:
Net investment loss(a)	(0.08)	(0.12)	(0.17)	(0.01)	(0.08)
Net realized and unrealized gains (losses) on investments	(3.36)	4.35	8.27	6.62	(0.37)
Total from Investment Activities	(3.44)	4.23	8.10	6.61	(0.45)
Distributions to Shareholders:
Net investment income	—	—(b)	—	—	—
Net realized gains from investments	(3.88)	(4.83)	(0.79)	—	—
Total Distributions to Shareholders	(3.88)	(4.83)	(0.79)	—	—
Capital Contributions from Prior Custodian, Net	—(b)	—	—	—	—
Short-term trading fees	—	—	—	—	—(b)
Net Asset Value, End of Period	$35.99	$43.31	$43.91	$36.60	$29.99
Total Return (excludes sales charge)	(7.94)%	10.03%	22.24%	22.04%	(1.48)%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$970,418	$1,266,891	$1,457,999	$1,311,428	$1,231,903
Ratio of net expenses to average net assets	1.32%	1.32%	1.32%	1.33%	1.32%
Ratio of net investment loss to average net assets	(0.21)%	(0.27)%	(0.41)%	(0.04)%	(0.28)%
Ratio of gross expenses to average net assets (c)	1.34%	1.33%	1.32%	1.33%	1.32%
Portfolio turnover (d)	40%	27%	37%	25%	48%

(a) Per share net investment loss has been calculated using the average daily shares method.

(b) Amount is less than $0.005 per share.

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

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

	Class C Shares
	Year Ended June 30, 2016	Year Ended June 30, 2015	Year Ended June 30, 2014	Year Ended June 30, 2013	Year Ended June 30, 2012
Net Asset Value, Beginning of Period	$38.51	$39.81	$33.49	$27.65	$28.27
Investment Activities:
Net investment loss(a)	(0.29)	(0.38)	(0.43)	(0.24)	(0.28)
Net realized and unrealized gains (losses) on investments	(3.00)	3.91	7.54	6.08	(0.34)
Total from Investment Activities	(3.29)	3.53	7.11	5.84	(0.62)
Distributions to Shareholders:
Net investment income	—	—(b)	—	—	—
Net realized gains from investments	(3.88)	(4.83)	(0.79)	—	—
Total Distributions to Shareholders	(3.88)	(4.83)	(0.79)	—	—
Capital Contributions from Prior Custodian, Net	—(b)	—	—	—	—
Short-term trading fees	—	—	—	—	—(b)
Net Asset Value, End of Period	$31.34	$38.51	$39.81	$33.49	$27.65
Total Return (excludes contingent deferred sales charge)	(8.58)%	9.26%	21.34%	21.12%	(2.19)%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$200,199	$253,359	$247,748	$214,548	$198,296
Ratio of net expenses to average net assets	2.00%	2.02%	2.07%	2.08%	2.07%
Ratio of net investment loss to average net assets	(0.89)%	(0.96)%	(1.16)%	(0.79)%	(1.04)%
Portfolio turnover (c)	40%	27%	37%	25%	48%

(a) Per share net investment loss has been calculated using the average daily shares method.

(b) Amount is less than $0.005 per share.

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

	Class R Shares
	Year Ended June 30, 2016	Year Ended June 30, 2015	Year Ended June 30, 2014	Year Ended June 30, 2013	Year Ended June 30, 2012
Net Asset Value, Beginning of Period	$42.22	$43.02	$35.96	$29.54	$30.05
Investment Activities:
Net investment loss(a)	(0.17)	(0.22)	(0.26)	(0.09)	(0.15)
Net realized and unrealized gains (losses) on investments	(3.28)	4.25	8.11	6.51	(0.36)
Total from Investment Activities	(3.45)	4.03	7.85	6.42	(0.51)
Distributions to Shareholders:
Net realized gains from investments	(3.88)	(4.83)	(0.79)	—	—
Total Distributions to Shareholders	(3.88)	(4.83)	(0.79)	—	—
Capital Contributions from Prior Custodian, Net	—(b)	—	—	—	—
Short-term trading fees	—	—	—	—	—(b)
Net Asset Value, End of Period	$34.89	$42.22	$43.02	$35.96	$29.54
Total Return	(8.19)%	9.76%	21.94%	21.73%	(1.70)%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$39,928	$56,807	$63,454	$55,047	$52,931
Ratio of net expenses to average net assets	1.57%	1.57%	1.57%	1.58%	1.56%
Ratio of net investment loss to average net assets	(0.46)%	(0.51)%	(0.65)%	(0.28)%	(0.54)%
Ratio of gross expenses to average net assets (c)	1.62%	1.68%	1.57%	1.58%	1.56%
Portfolio turnover (d)	40%	27%	37%	25%	48%

(a) Per share net investment loss has been calculated using the average daily shares method.

(b) Amount is less than $0.005 per share.

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

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

	Class R6 Shares
	Year Ended June 30, 2016	Year Ended June 30, 2015	Year Ended June 30, 2014	Year Ended June 30, 2013	Period Ended June 30, 2012(a)
Net Asset Value, Beginning of Period	$45.11	$45.38	$37.66	$30.71	$28.95
Investment Activities:
Net investment income(b)	0.10	0.08	0.03	0.14	0.02
Net realized and unrealized gains (losses) on investments	(3.51)	4.51	8.49	6.81	1.74
Total from Investment Activities	(3.41)	4.59	8.52	6.95	1.76
Distributions to Shareholders:
Net investment income	—	(0.03)	(0.01)	—	—
Net realized gains from investments	(3.88)	(4.83)	(0.79)	—	—
Total Distributions to Shareholders	(3.88)	(4.86)	(0.80)	—	—
Capital Contributions from Prior Custodian, Net	—(c)	—	—	—	—
Net Asset Value, End of Period	$37.82	$45.11	$45.38	$37.66	$30.71
Total Return (d)	(7.54)%	10.51%	22.75%	22.63%	6.08%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$752,971	$735,002	$478,718	$72,090	$53
Ratio of net expenses to average net assets (e)	0.87%	0.89%	0.89%	0.89%	0.84%
Ratio of net investment income to average net assets (e)	0.25%	0.18%	0.08%	0.39%	0.65%
Ratio of gross expenses to average net assets (e),(f)	0.87%	0.90%	0.89%	0.89%	0.84%
Portfolio turnover (d),(g)	40%	27%	37%	25%	48%

(a) Class R6 Shares of the Fund commenced operations on June 1, 2012.

(b) Per share net investment income has been calculated using the average daily shares method.

(d) Not annualized for periods less than one year.

(e) Annualized for periods less than one year.

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

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

	Class Y Shares
	Year Ended June 30, 2016	Year Ended June 30, 2015	Year Ended June 30, 2014	Year Ended June 30, 2013	Year Ended June 30, 2012
Net Asset Value, Beginning of Period	$44.85	$45.22	$37.58	$30.71	$31.09
Investment Activities:
Net investment income (loss)(a)	0.02	(0.01)	(0.07)	0.07	(0.01)
Net realized and unrealized gains (losses) on investments	(3.48)	4.48	8.50	6.80	(0.37)
Total from Investment Activities	(3.46)	4.47	8.43	6.87	(0.38)
Distributions to Shareholders:
Net investment income	—	(0.01)	—	—	—
Net realized gains from investments	(3.88)	(4.83)	(0.79)	—	—
Total Distributions to Shareholders	(3.88)	(4.84)	(0.79)	—	—
Capital Contributions from Prior Custodian, Net	—(b)	—	—	—	—
Short-term trading fees	—	—	—	—	—(b)
Net Asset Value, End of Period	$37.51	$44.85	$45.22	$37.58	$30.71
Total Return	(7.71)%	10.29%	22.55%	22.37%	(1.22)%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$2,965,306	$4,026,757	$4,021,165	$3,605,966	$3,018,188
Ratio of net expenses to average net assets	1.06%	1.07%	1.07%	1.08%	1.06%
Ratio of net investment income (loss) to average net assets	0.05%	(0.01)%	(0.16)%	0.21%	(0.04)%
Ratio of gross expenses to average net assets (c)	1.06%	1.08%	1.07%	1.08%	1.06%
Portfolio turnover (d)	40%	27%	37%	25%	48%

(a) Per share net investment income (loss) has been calculated using the average daily shares method.

(b) Amount is less than $0.005 per share.

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

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

P.O. Box 182593
Columbus, OH 43218-2593

By telephone:
Call Victory Funds at
800-539-FUND
(800-539-3863)

By mail:
Victory Funds
P.O. Box 182593
Columbus, OH 43218-2593

In person:
SEC Public Reference Room
Washington, D.C.
Call 202-551-8090 for location and hours.

By mail:
SEC Public Reference Section
Washington, D.C. 20549-1520

On the Internet:
EDGAR database at sec.gov or by email request at
publicinfo@sec.gov

Investment Company Act File Number 811-4852

VF-MCCG-PRO (11/16)

November 1, 2016

Prospectus

Victory Munder Multi-Cap Fund

Class A	MNNAX
Class C	MNNCX
Class R	MNNRX
Class Y	MNNYX

VictoryFunds.com
800-539-FUND
(800-539-3863)

Victory Funds

Table of Contents

Payments to Broker-Dealers and Other Financial Intermediaries

Munder Multi-Cap Fund Summary

Investment Objective

The Fund seeks to provide long-term capital appreciation.

Fund Fees and Expenses

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your immediate family invest, or agree to invest in the future, at least $50,000 in the Victory Funds. More information about these and other discounts is available from your Investment Professional and in Investing with Victory on page 13 of the Fund's Prospectus and in Additional Purchase, Exchange and Redemption Information on page 40 of the Fund's Statement of Additional Information (SAI).

Shareholder Fees (paid directly from your investment)	Class A	Class C	Class R	Class Y
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)	5.75%	NONE	NONE	NONE
Maximum Deferred Sales Charge (load) (as a percentage of the lower of purchase or sale price)	NONE ¹	1.00% ²	NONE	NONE
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.75%	0.75%	0.75%	0.75%
Distribution (12b-1) Fees	0.25%	1.00%	0.50%	0.00%
Other Expenses	0.46%	0.53%	1.23%	0.26%
Total Annual Fund Operating Expense	1.46%	2.28%	2.48%	1.01%
Fee Waiver/Expense Reimbursement ³	0.00%	0.00%	(0.60)%	0.00%
Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement ³	1.46%	2.28%	1.88%	1.01%

² The Class C contingent deferred sales charge applies only to shares sold within 12 months of purchase.

³ Victory Capital Management Inc., the Fund's investment adviser ("Adviser"), has contractually agreed to waive its management fee and/or reimburse expenses so that the total annual operating expenses of Class R shares of the Fund (excluding acquired fund fees and expenses and certain items such as interest, taxes and brokerage commissions) do not exceed 1.88% until at least October 31, 2017. The Adviser is permitted to recoup advisory fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place (including any amounts waived or reimbursed prior to October 31, 2014 by Munder Capital Management, investment adviser to the Fund's predecessor, Munder Growth Opportunities Fund, a series of Munder Series Trust), subject to the lesser of: (a) any operating expense limits in effect at the time of the original waiver or expense reimbursement; or (b) at the time of recoupment. This agreement may only be terminated by the Fund's Board of Trustees.

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. The amounts shown reflect the fee waiver/expense reimbursement in place through October 31, 2017. 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	$715	$1,010	$1,327	$2,221
Class C (If you sell your shares at the end of the period.)	$331	$712	$1,220	$2,615
Class R	$191	$715	$1,267	$2,771
Class Y	$103	$322	$558	$1,236

The following example makes the same assumptions as the example above, except that it assumes you do not sell your shares at the end of the period.

	1 Year	3 Years	5 Years	10 Years
Class C	$231	$712	$1,220	$2,615

Portfolio Turnover:

Principal Investment Strategy

The Adviser pursues long-term capital appreciation in the Fund by identifying secular growth trends and investing in equity securities (i.e., common stocks, preferred stocks, depositary receipts, convertible securities and rights and warrants) of companies the Adviser believes will benefit from these trends.

In selecting individual securities for the Fund, the Adviser employs a bottom-up analysis, which involves a thorough review of a company's products and services, competitive positioning, balance sheet and financial stability. In addition, in selecting securities for the Fund, the Adviser attempts to identify and evaluate underlying growth drivers for each company and to arrive at a projected fair value for the company's equity securities.

There is no limit on the market capitalization in which the Fund may invest; therefore, the Fund's investments may include small-, mid- and large-capitalization companies.

As a result of the Fund's focus on secular growth trends, a significant portion of the Fund's assets may be invested in one or more sectors, including the information technology sector, industries and types of companies that the Adviser believes have significant growth opportunities and exhibit attractive long-term growth characteristics.

The Adviser may sell a security if it believes the price objective for the stock has been reached, if more attractive opportunities are identified, or if the fundamentals of the company deteriorate. The Adviser may from time to time generate portfolio turnover in excess of 100%.

As a result of its investment strategy, the Fund may experience annual portfolio turnover in excess of 100%.

Principal Risks

The Fund's investments are subject to the following principal risks:

Equity Risk. The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions. A company's earnings or dividends may not increase as expected. Price changes may be temporary or last for extended periods.
Foreign Securities Risk. Foreign securities (including ADRs and GDRs) could be affected by factors not present in the U.S., including expropriation, confiscation of property, and difficulties in enforcing contracts. 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 companies. Foreign securities generally experience more volatility than their domestic counterparts.
Growth Investing Risk. Growth stocks may be more sensitive to changes in current or expected earnings than the values of other stocks, and they may fall out of favor if the companies' earnings growth does not meet expectations.
Management Risk. The Adviser may not execute the Fund's principal investment strategy effectively.
Portfolio Turnover Risk. Higher portfolio turnover ratios resulting from additional purchases and sales of portfolio securities may result in higher transaction costs and Fund expenses and will generally result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income.
Sector Risk. To the extent the Fund focuses in one or more sectors, such as the information technology sector, market or economic factors impacting those sectors could have a significant effect on the value of the Fund's investments and could make the Fund's performance more volatile. For example, information technology companies tend to significantly rely on technological events or advances in their product development, production or operations and are particularly vulnerable to rapid changes in technological product cycles, government regulation and competition.
Smaller Company Risk. Smaller companies may lose market share or profits. Smaller, less seasoned companies may lose market share or profits to a greater extent than larger, more established companies.

You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective.

An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) 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.

Investment Performance

The bar chart and table that follow indicate the risks of investing in the Fund. We assume reinvestment of dividends and distributions.

The table shows how the average annual total returns for Class A, Class C, Class R and Class Y shares of the Fund, including applicable maximum sales charges, compare to those of a broad measure of market performance. We calculate after-tax returns using the historical highest individual federal marginal income tax rates and we do not reflect the effect of state and local taxes. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant if you own your Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only one class and after-tax returns for other classes will vary. The Fund's past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. Updated performance information is available on the Fund's website at VictoryFunds.com.

The performance figures for Class A, Class C, Class R and Class Y shares reflect the historical performance of, respectively, the Class A, Class C, Class R and Class Y shares of the MST Munder Growth Opportunities Fund, a series of Munder Series Trust (the predecessor to the Fund managed by Munder Capital Management). The Fund's performance has not been restated to reflect any differences in the expenses of the MST Munder Growth Opportunities Fund. The MST Munder Growth Opportunities Fund commenced operations, and the Class A shares were first offered on August 19, 1996. Class C shares were first offered on November 3, 1998. Class R shares were first offered on July 29, 2004 and the Class Y shares were first offered on June 1, 1998.

Calendar Year Returns for Class Y Shares

YTD through 9/30/16: 1.38%
Highest/lowest quarterly results during this time period were:

Highest	27.20% (quarter ended September 30, 2009)
Lowest	-24.68% (quarter ended December 31, 2008)

Average Annual Total Returns (For the Periods ended December 31, 2015)	1 Year	5 Years	10 Years
CLASS Y
Before Taxes	3.34%	11.02%	8.71%
After Taxes on Distributions	-1.62%	9.76%	8.09%
After Taxes on Distributions and Sale of Fund Shares	4.48%	8.59%	7.05%
CLASS A
Before Taxes	-3.00%	9.40%	7.78%
CLASS C
Before Taxes	1.23%	9.85%	7.60%
CLASS R
Before Taxes	2.52%	10.39%	8.12%
INDEX ¹
Russell 3000 ^® Index Index returns reflect no deduction for fees, expenses, or taxes.	0.48%	12.18%	7.35%
Russell 1000 ^® Growth Index Index returns reflect no deduction for fees, expenses, or taxes.	5.67%	13.53%	8.53%
S&P 500 ^® Index Index returns reflect no deductions for fees, expenses, or taxes.	1.38%	12.57%	7.31%

¹ The Fund has selected the Russell 3000 ^® Index as its broad-based securities index in replacement of the Russell 3000 ^® Growth Index because the Adviser believes it better reflects the Fund's investment strategy.

Management of the Fund

Investment Adviser

Victory Capital Management Inc. ("Adviser") serves as the Fund's investment adviser. The portfolio managers primarily responsible for day-to-day management of the Fund are members of the Adviser's Munder Capital Management ("Munder") investment team (referred to as an investment franchise).

Portfolio Managers

Tony Y. Dong is the Chief Investment Officer of Munder and has been a Portfolio Manager of the Fund since 2015.

Michael P. Gura is a Senior Portfolio Manager/Analyst of Munder and has been a Portfolio Manager of the Fund (including its predecessor fund) since 2010.

Purchase and Sale of Fund Shares

You may redeem your shares on any day the Fund is open for business. Redemption requests may be made by telephone (with prior appropriate approval) or by mail.

Tax Information

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the financial intermediary and its salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary's website for more information.

Additional Fund Information

Victory Capital Management Inc., which we refer to as the "Adviser" throughout the Prospectus, manages the Fund.

The Munder Multi-Cap Fund (the "Fund") is managed by the Adviser, who also manages other funds, each having distinct investment management objectives, strategies, risks, and policies. Together, these funds are referred to in this Prospectus as the Victory Funds or, more simply, the "Funds."

If you would like to receive additional copies of any materials, please call the Victory Funds at 800-539-FUND (800-539-3863) or please visit VictoryFunds.com.

Investments

U.S. Equity Securities

Can include common stock, preferred stock and securities that are convertible or exchangeable into common stock of U.S. corporations.

Foreign Securities

Investment Companies

Securities Lending

Risk Factors

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

The following describes the principal risks that you may assume as an investor in the Fund.

General risks

Market risk is the risk that the market value of a security may decline in response to developments affecting individual companies and/or general economic conditions. Market risk may affect a single issuer, an industry, a sector of the economy, or the entire market. Price changes may be temporary or last for extended periods. For example, stock prices have historically fluctuated in periodic cycles.
Manager risk is the risk that the Fund's portfolio manager may implement its investment strategy in a way that does not produce the intended result.
Stock selection risk is the risk that the value of the Fund's investments may decline if the particular companies in which the Fund invests do not perform well in the market. The Adviser's investment strategy seeks to control risk by adhering to portfolio constraints relative to the Fund's benchmark. As a result, the Fund may be particularly susceptible to a general decline in the large-capitalization growth sector of the U.S. stock market.

Equity risk

The value of an equity security will fluctuate in response to changes in earnings or other conditions affecting the issuer's profitability or in general market conditions. 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.

Growth investing risk

Growth securities might be more sensitive to changes in current or expected earnings than the values of other stocks. Growth securities may be more volatile than other stocks, causing greater fluctuations in value. A growth approach could also be impacted if the company does not realize its anticipated potential or if there is a shift in the market to favor other types of securities.

Sector/Industry concentration risk

The Fund may focus its investments in a particular sector or industry. When it does, the Fund is particularly susceptible to the impact of market, economic, political, regulatory and other factors affecting that sector or industry. Additionally, the Fund's performance may be more volatile.

Information technology sector investing risk

Information technology companies tend to significantly rely on technological events or advances in their product development, production or operations. The value of these companies, therefore, is particularly vulnerable to rapid changes in technological product cycles, government regulation and competition. Further, information technology stocks, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market.

Smaller cap stock risk

Small or mid-sized companies often have more limited managerial and financial resources than larger, more established companies and, therefore, may be more susceptible to market downturns or changing economic conditions. Prices of small or mid-sized companies tend to be more volatile than those of larger companies and small or mid-sized issuers may be subject to greater degrees of changes in their earnings and prospects. Since smaller company stocks typically have narrower markets and are traded in lower volumes than larger company stocks, they may be often more difficult to purchase and sell.

Foreign investments risk

Foreign securities, including ADRs and GDRs, tend to be more volatile and less liquid than U.S. securities. Further, foreign securities may be subject to additional risks not associated with investment in U.S. securities due to differences in the economic and political environment, the amount of available public information, the degree of market regulation, and financial reporting, accounting and auditing standards, and, in the case of foreign currency-denominated securities, fluctuations in currency exchange rates. In addition, during periods of social, political or economic instability in a country or region, the value of a foreign security could be affected by, among other things, increasing price volatility, illiquidity or the closure of the primary market on which the security is traded. In addition to foreign securities, the Fund may be exposed to foreign markets as a result of the Fund's investments in U.S. companies that have international exposure.

Active trading risk

To the extent the Fund buys and sells securities actively, it could have higher expenses (which reduces returns to shareholders) and higher taxable distributions. While it is not an investment strategy to actively trade the Fund's portfolio, the Adviser may from time to time do so, generating portfolio turnover rates in excess of 100%.

Investment company risk

The Fund's ability to achieve its investment objective may be directly related to the ability of the Underlying Funds (including ETFs) held by the Fund to meet their investment objectives. In addition, shareholders of the Fund will indirectly bear the fees and expenses of the underlying investment companies. Lack of liquidity in an ETF could result in an ETF being more volatile than the underlying portfolio of securities.

Securities lending risk

The risk in lending portfolio securities, as with other extensions of credit, consists of the possibility of loss to the Fund due to (1) the inability of the borrower to return the securities, (2) a delay in receiving additional collateral to adequately cover any fluctuations in the value of securities on loan, (3) a delay in recovery of the securities, or (4) the loss of rights in the collateral should the borrower fail financially. In addition, the Fund is responsible for any loss that might result from its investment of the borrower’s collateral. In determining whether to lend securities, the Adviser or the Fund's securities lending agent will consider relevant facts and circumstances, including the creditworthiness of the borrower.

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

Organization and Management of the Fund

The Trust's Board of Trustees has the overall responsibility for overseeing the management of the Fund.

The Investment Adviser

The Adviser is a multi-boutique asset manager comprised of multiple investment teams, referred to as investment franchises, each of which utilizes an independent approach to investing. Munder Capital Management ("Munder") is the investment franchise responsible for the day-to-day investment management of the Fund.

For its fiscal year ended June 30, 2016, the Fund paid advisory fees, before waivers, at an annual rate of 0.75% of the average daily net assets of the Fund.

A discussion of the Board's most recent considerations in approving the Advisory Agreement is available in the Fund's semi-annual report for the period ended December 31, 2015.

Portfolio Management

Tony Y. Dong and Michael P. Gura are the Co-Portfolio Managers of the Fund. Mr. Dong has the final investment authority for the Fund.

Tony Y. Dong is the Chief Investment Officer of Munder and has been with the Adviser since 2014. Prior to that, Mr. Dong was Vice Chairman and Chief Investment Officer of Munder Capital Management, which he joined in 1988. Mr. Dong is a CFA charterholder.

Mr. Gura is a Senior Portfolio Manager of Munder and has been with the Adviser since 2014. From 1995-2014, Mr. Gura was an investment professional with Munder Capital Management, where he was a member of the portfolio management team of the Fund’s predecessor fund since 2010. Mr. Gura is a CFA charterholder.

Investing with Victory

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

Important information about sales load breakpoints

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.

Trading in the security has been halted;
The market quotation for the security is clearly erroneous due to a clerical error;
The security's liquidity decreases such that, in the Adviser's opinion, the market quotation has become stale; or
An event occurs after the close of the trading market (but before the Fund's NAV is calculated) that, in the Adviser's opinion, materially affects the value of the security.

Choosing a Share Class

CLASS A

Front-end sales charge, as described in this section. There are several ways to reduce or eliminate this charge.
A contingent deferred sales charge (CDSC) may be imposed if you sell your shares within twelve months of their purchase.
Class A shares also pay ongoing distribution and/or service (12b-1) fees.
Lower annual expenses than Class C or Class R shares.

CLASS C

No front-end sales charge. All your money goes to work for you right away.
A CDSC may be imposed if you sell your shares within twelve months of their purchase.
Class C shares also pay ongoing distribution and/or service (12b-1) fees.
Higher annual expenses than all other classes of shares.

CLASS R

No front-end sales charge or CDSC. All your money goes to work for you right away.
Class R shares pay ongoing distribution and/or service (12b-1) fees.
Class R shares are only available to certain investors.
Higher annual expenses than all classes except Class C shares.

CLASS Y

No front-end sales charge or CDSC. All your money goes to work for you right away.
Class Y shares do not pay any ongoing distribution and/or service (12b-1) fees.
Class Y shares are only available to certain investors.
Lower annual expenses than Class A, Class C or Class R shares.

Share Classes

Also, not all Victory Funds offer all classes of shares, and some classes of shares are available for purchase only by eligible shareholders.

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.

The Fund or any class may be terminated at any time for failure to achieve an economical level of assets or for other reasons.

Calculation of Sales Charges for Class A Shares

For historical expense information, see the "Financial Highlights" at the end of this Prospectus.

Your Investment in the Fund	Sales Charge as a % of Offering Price	Sales Charge as a % of 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 ¹	0.00%	0.00%

Sales Charge Reductions and Waivers for Class A Shares

There are several ways you can combine multiple purchases of Class A shares of the Victory Funds to take advantage of reduced sales charges and, in some cases, eliminate sales charges.

You may reduce or eliminate the sales charge in the following cases:

Purchases sufficient to reach a breakpoint (see Investing with Victory — Important information about sales load breakpoints ).
If you anticipate purchasing $50,000 or more of shares of the Fund, or in combination with Class A shares of other Victory Funds (excluding those Funds that do not impose a sales charge), within a 13-month period, you may obtain the shares at the same reduced sales charge as though the total quantity were invested in one lump sum. In order to qualify for the reduced sales charge, you must file a non-binding Letter of Intent (the "Letter") within 90 days of the start of the purchases. Each investment you make after signing the Letter will be entitled to the sales charge applicable to the total investment indicated in the Letter. You must start with a minimum initial investment of at least 5.00% of the total amount you intend to purchase. A portion of the shares purchased under the Letter will be held in escrow until the total investment has been completed. In the event the Letter is not completed, sufficient escrowed shares will be redeemed to pay any applicable front-end sales charges.
Rights of Accumulation allow you to add the value of any Class A shares of the Fund that you already own (excluding shares sold without a sales charge) to the amount of your next Class A investment to determine if your additional investment will qualify for a reduced sales charge. The value of the Class A shares you already own will be calculated by using the greater of the current value or the original investment amount.
The Combination Privilege allows you to combine the value of Class A shares you own in accounts of multiple Victory Funds (subject to limitations applicable to certain Victory Funds and excluding shares sold without a sales charge) and in accounts of household members of your immediate family (spouse or domestic partner and children under 21) to achieve a reduced sales charge on your added investment.
The Reinstatement Privilege permits an investor, within 90 days of a redemption of Class A shares of the Fund, to reinvest all or part of the redemption proceeds in the Class A shares of any Victory Fund at the NAV next computed after receipt by the transfer agent of the reinvestment order. No service charge is currently imposed on reinvestment in shares of the Fund.
The Victory Funds will completely waive the sales charge for Class A shares in the following cases:

Purchases of $1,000,000 or more.
Purchases by:

current and retired Victory Fund trustees or officers;
directors, trustees, employees, and family members of employees of the Adviser or "Affiliated Providers;" ¹ and
registered broker-dealers, financial intermediaries or their agents or affiliates who have agreements with Victory Capital Advisers, Inc., (the "Distributor"), if the shares are purchased for their own account, purchased for retirement plans of their employees or sold to registered representatives or full-time employees (or their immediate families), provided that such purchase is for one of the foregoing types of accounts;

Purchases for trust or other advisory accounts established with a financial institution and fee-based investment products or accounts.
Reinvestment of proceeds from a liquidation distribution of Class A shares of a Victory Fund held in a deferred compensation plan, agency, trust, or custody account.
Purchases by retirement plans, including Section 401 and 457 plans sponsored by a Section 501(c)(3) organization and certain non-qualified deferred compensation arrangements that operate in a similar manner to qualified plans. Investors nonetheless may be charged a fee if they effect transactions in Class A shares through a broker or agent.
Purchases by participants in the Victory Investment Program.
Purchases by participants in no transaction fee programs offered by certain broker-dealers (sometimes referred to as "supermarkets").
Purchases by financial intermediaries who have entered into an agreement with the Distributor to offer shares to self-directed investment brokerage accounts that may or may not charge a transaction fee to its customers.
Investors that have an investment account with the Adviser.

¹ Affiliated Providers are affiliates and subsidiaries of the Adviser and any organization that provides services to the Trust.

You should inform the Fund or your Investment Professional at the time of purchase of the sales charge waiver category which you believe applies.

Calculation of Sales Charges for Class C Shares

Individual purchases of $1,000,000 and above will automatically be made in Class A shares of the Fund.

Eligibility Requirements to Purchase Class R Shares

Class R shares may only be purchased by:

Retirement plans, including Section 401 and 457 plans, section 403 plans sponsored by a section 501(c)(3) organization and certain non-qualified deferred compensation arrangements that operate in a similar manner to qualified plans.
Fee-based investment products or accounts.

Eligibility Requirements to Purchase Class Y Shares

Only Eligible Investors may purchase or exchange into Class Y shares of the Fund. Eligible Investors include the following:

Institutional and individual retail investors with a minimum investment in Class Y shares of $1,000,000 who purchase through certain broker-dealers or directly from the transfer agent.
Clients of state-registered or federally-registered investment advisors (RIAs), where such RIAs trade through institutional trading platforms approved by the Funds, who invest at least $2,500.
Pension, profit sharing, employee benefit and other similar plans and trusts that invest in the Funds.
Investors who purchase through select fee-based advisory programs with an approved financial intermediary. In fee-based advisory programs, a financial intermediary typically charges each investor a fee based upon the value of the account. Such transactions may be subject to additional rules or requirements of the applicable financial intermediary's program.
Purchases by:

current and retired Victory Fund trustees or officers (including the former trustees and officers of the Munder Series Trust).
directors, trustees, employees, and family members of employees of the Adviser or "Affiliated Providers". ¹
investment advisory clients of the Adviser.
investment advisors, consultants, broker-dealers and other financial intermediaries investing for their own accounts or for the accounts of their immediate family members.

¹ Affiliated Providers are affiliates and subsidiaries of the Adviser and any organization that provides services to the Trust.

How to Buy Shares

Opening an account

If you would like to open an account, you will first need to complete an Account Application.

Victory Funds
P.O. Box 182593
Columbus, OH 43218-2593

If your investment order is accepted by the Fund, an Investment Professional or other intermediary, it will be priced at the NAV next computed as described in the section entitled "Share Price."

Paying for your initial purchase

Minimum investments

There is no minimum investment required to open an account or for additional investments in Victory Simple IRAs.

Purchasing additional shares

Once you have an existing account, you can make additional investments at any time in any amount (subject to any minimums) in the following ways:

By Mail

To ensure that your additional investment is properly credited to your account, use the Investment Stub attached to your confirmation statement and send it with your check to the address indicated.
By Telephone

If you have an existing account that has been set up to receive electronic transfers, you can buy additional shares by calling Victory Funds Customer Service at 800-539-3863 between 8:00 a.m. and 6:00 p.m. (Eastern Time), Monday through Friday.
By Exchange

You may purchase shares of the Fund using the proceeds from the simultaneous redemption of shares of another Victory Fund if it is eligible for an exchange with your Fund. You may initiate an exchange online (if you are a registered user of VictoryFunds.com), by telephone, or by mail. See the section "Exchanging Shares."
Via the Internet

If you are a registered user, you may request a purchase of shares through our website at VictoryFunds.com. Your account must be set up for Automated Clearing House ("ACH") payment in order to execute online purchases.
By ACH

Your account must be set up for ACH payment in order to execute purchases online or by telephone. It takes about 15 days to set up an ACH account and only domestic member banks may be used. After your account is set up, your purchase amount can be transferred by ACH. Currently, the Fund does not charge a fee for ACH transfers but it reserves the right to charge for this service in the future. Your originating bank may charge a fee for ACH transfers.
By Wire

You may buy Fund shares by bank wire transfer of same day funds. Please call Victory Funds Customer Service at 800-539-3863 between 8:00 a.m. and 6:00 p.m. (Eastern Time), Monday through Friday for wiring instructions. Any commercial bank can transfer same-day funds by wire.

Although the transfer agent does not currently charge you for receiving same-day funds, it reserves the right to charge for this service in the future. Your bank may charge you for wiring same-day funds. You cannot buy shares for tax-qualified retirement plans by wire transfer.
By Systematic Investment Plan

To enroll in the Systematic Investment Plan, you should check this box on the Account Application or on the Account Maintenance Form. We will need your bank information and the amount ($50 or more) 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 before we will make automatic withdrawals from your bank account and invest it in shares of the Fund.

Other purchase rules you should know

Keep these addresses handy for purchases, exchanges, or redemptions.

	BY REGULAR U.S. MAIL	Victory Funds P.O. Box 182593 Columbus, OH 43218-2593
	BY OVERNIGHT MAIL	Use the following address ONLY for overnight packages: Victory Funds c/o FIS TA Operations 4249 Easton Way, Suite 400 Columbus, OH 43219 PHONE: 800-539-3863
	BY WIRE	Call 800-539-3863 BEFORE wiring money to notify the Fund that you intend to purchase shares by wire and to verify wire instructions.
	BY TELEPHONE	800-539-FUND (800-539-3863)
	ON THE INTERNET	www.VictoryFunds.com

Statements and Reports

Retirement Plans

How to Exchange Shares

Exchanges are subject to any CDSC, minimum investment limitation or eligibility requirements described in the applicable Prospectus and SAI. You may be required to provide sufficient information to establish eligibility to exchange into the new share class.
To exchange between Victory Funds, the other Victory Fund you wish to exchange into must be eligible for exchange with your Fund.
Shares of the Victory Fund selected for exchange must be available for sale in your state of residence.

If you have questions about these, or any of the Fund's other exchange policies, please consult Victory Customer Service or your Investment Professional before requesting an exchange.

Before exchanging, you should read the Prospectus of the Fund you wish to exchange into, which may be subject to different risks, fees and expenses.

Class C share conversion

Processing your exchange/conversion

Requesting an exchange

You can exchange shares of the Fund by telephone, by mail or via the Internet. You cannot exchange into an account with a different registration or tax identification number.

By Telephone

Unless you indicate otherwise on the account application, Victory Customer Service will be authorized to accept exchange instructions received by telephone.

By Mail

Send a letter of instruction signed by all registered owners or their legal representatives to the Victory Funds.

Via the Internet

You may also exchange shares via the Internet at VictoryFunds.com if you are a registered user.

Other exchange rules you should know

An exchange of Fund shares for shares of another Victory Fund constitutes a sale for tax purposes unless the exchange is made within an IRA or other tax-deferred account.

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.

BY TELEPHONE

Mail a check to the address of record;
Wire funds to a previously designated domestic financial institution;
Mail a check to a previously designated alternate address; or
Electronically transfer your redemption via ACH to a previously designated domestic financial institution.

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

Your account registration has changed within the last 15 business 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 Fund account with a different registration; or
The check or wire is being sent to a different bank account than was previously designated.

BY WIRE

BY ACH

Systematic Withdrawal Plan

Additional Information about Redemptions

Redemption proceeds from the sale of Fund shares purchased by a check or through ACH will be held until the purchase check or ACH has cleared, which may take up to 10 business days.
The Fund may postpone payment of redemption proceeds for up to seven calendar days at any time.
The Fund may suspend your right to redeem your shares in the following circumstances:

During non-routine closings of the NYSE;
When the 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
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 1.00% 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. Securities received pursuant to an in-kind redemption are subject to market risk until sold and may be subject to brokerage and other fees.
If you choose to have your redemption proceeds mailed to you and either the United States Postal Service is unable to deliver the redemption check to you or the check remains outstanding for more than six months, the Fund reserves the right to reinvest the check in shares of the Fund at its then current NAV until you give the Fund different instructions. No interest will accrue on amounts represented by uncashed redemption checks.

Distribution and Service Plans

In accordance with Rule 12b-1 of the Investment Company Act of 1940, the Trust has adopted Distribution and Service Plans for Class A shares, Class C shares and Class R shares of the Fund.

Other Payments to Financial Intermediaries

Distributions and Taxes

Distributions can be received in one of the following ways. Please check with your Investment Professional if you are unsure of which option is right for you.

Your choice of distribution should be set up on the original Account Application. If you would like to change the option you selected, please call 800-539-FUND.

Reinvestment Option

Cash Option

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 Distributions Option

Directed Bank Account Option

Important Information about Taxes

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.

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

Qualified dividends received from the Fund by noncorporate shareholders will be taxed at long-term capital gain rates to the extent attributable to qualified dividends received by the Fund. Nonqualified dividends, dividends received by corporate shareholders and dividends from the Fund's short-term capital gains are taxable as ordinary income. Dividends from the Fund's long-term capital gains are taxable as long-term capital gains.
Dividends are treated in the same manner for U.S. federal income tax purposes whether you receive them in cash, additional shares of the Fund, or you reinvest them in shares of another Victory Fund.
An exchange of the Fund's shares for shares of another Victory Fund will be treated as a sale. When you sell or exchange shares of the Fund, you must recognize any gain or loss.
An exchange of one class of the Fund's shares for shares of another class of the same Fund generally constitutes a nontaxable exchange.
Distributions from the Fund and gains from the disposition of your shares may also be subject to state and local income tax.
An additional 3.8% Medicare tax will be imposed on certain net investment income (which includes ordinary dividends, capital gain distributions from the Fund, and gain recognized on a disposition of shares) of certain U.S. individuals, estates, and trusts.
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 by mid-February 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.
The Fund is generally required by law to provide you and the Internal Revenue Service with certain cost basis information related to the sale or redemption of any of your shares in the Fund acquired on or after January 1, 2012 (including distributions that are reinvested in additional shares of the Fund).
The Fund may be required to withhold tax from taxable distributions if you fail to give your correct social security or taxpayer identification number, fail to make required certifications, or the Fund is notified by the Internal Revenue Service that backup withholding is required.
You should review the more detailed discussion of federal income tax considerations in the SAI and consult your tax adviser regarding the federal, state, local, or foreign tax consequences resulting from your investment in the Fund.
The Fund may provide estimated capital gain distribution information through its website at VictoryFunds.com.

Important Fund Policies

Customer Identification Program

As a result, the Fund must obtain the following information for each person who opens a new account:

Name;
Date of birth (for individuals);
Residential or business street address (although post office boxes are still permitted for mailing); and
Social security number, taxpayer identification number, or other identifying number.

Account Maintenance Information

Change of name;
Add/change banking instructions;
Add/change beneficiaries;
Add/change authorized account traders;
Adding a Power of Attorney;
Add/change Trustee; and
Uniform Transfers to Minors Act/Uniform Gifts to Minors Act custodian change.

Market Timing

The Fund's Board of Trustees has adopted policies and procedures with respect to market timing. In order to prevent or minimize market timing, the Fund will:

Employ "fair value" pricing, as described in this Prospectus under Share Price , to minimize the discrepancies between a security's market quotation and its perceived market value, which often gives rise to market timing activity; and
Monitor for suspected market timing based on "short-term transaction" activity, that is, a purchase or redemption of a Fund and, as applicable, a subsequent redemption or purchase of the same Fund, or an exchange of all or part of that same Fund.

The Fund's market timing policies and procedures may be modified or terminated at any time under the oversight of the Board.

Portfolio Holdings Disclosure

The Fund also discloses its complete portfolio holdings each calendar quarter on the Fund's website, VictoryFunds.com, no earlier than the 15th day after the quarter end.

You can find a complete description of the Fund's policies and procedures with respect to disclosure of its portfolio securities in the Fund's SAI or on the Fund's website, VictoryFunds.com.

Performance

Shareholder Communications

Other Service Providers

: Victory Capital Advisers, Inc. (the Distributor), member FINRA and SIPC, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144, serves as distributor for the continuous offering of the Fund's shares. The Distributor is an affiliate of the Adviser.; Citibank N.A., 388 Greenwich St., New York, New York 10013, serves as the custodian of the Fund's investments and cash and settles trades made by the Fund.; Victory Capital Management Inc., 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144, also serves as the administrator and fund accountant for the Fund.; Citi Fund Services Ohio, Inc., 3435 Stelzer Road, Columbus, Ohio 43219, serves as the sub-administrator and sub-fund accountant for the Fund.; FIS Investor Services LLC, 4249 Easton Way, Suite 400, Columbus, Ohio 43219, serves as the transfer agent and dividend disbursing agent for the Fund.; Ernst & Young LLP, 1900 Scripps Center, 312 Walnut Street, Cincinnati, Ohio 45202, serves as the independent registered public accounting firm for the Fund.; Morrison & Foerster LLP, 250 West 55th Street, New York, New York 10019, serves as legal counsel to the Fund.

Financial Highlights

The following financial highlights tables reflect historical information about shares of the Fund and are intended to help you understand the Fund's financial performance for the past five years.

The Fund’s financial highlights includes historical information of the Fund’s predecessor, MST Munder Growth Opportunities Fund, a separate series of Munder Series Trust managed by Munder Capital Management, for periods prior to October 31, 2014.

Munder Multi-Cap Fund

	Class A Shares
	Year Ended June 30, 2016	Year Ended June 30, 2015	Year Ended June 30, 2014	Year Ended June 30, 2013	Year Ended June 30, 2012
Net Asset Value, Beginning of Period	$44.91	$40.23	$30.81	$27.78	$29.44
Investment Activities:
Net investment income (loss)(a)	0.01	(0.12)	(0.15)	(0.01)	(0.10)
Net realized and unrealized gains (losses) on investments	(1.58)	4.93	9.57	3.04	(0.23)
Total from Investment Activities	(1.57)	4.81	9.42	3.03	(0.33)
Distributions to Shareholders:
Net realized gains from investments	(7.80)	(0.13)	—	—	(1.33)
Total Distributions to Shareholders	(7.80)	(0.13)	—	—	(1.33)
Capital Contributions from Prior Custodian, Net	0.04	—	—	—	—
Short-term trading fees	—	—	—	—	—(b)
Net Asset Value, End of Period	$35.58	$44.91	$40.23	$30.81	$27.78
Total Return (excludes sales charge)	(4.01)%(c)	11.96%	30.57%	10.91%	(0.61)%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$318,712	$378,192	$381,584	$333,869	$349,704
Ratio of net expenses to average net assets	1.46%	1.49%	1.63%	1.68%	1.68%
Ratio of net investment income (loss) to average net assets	0.03%	(0.28)%	(0.41)%	(0.03)%	(0.38)%
Portfolio turnover (d)	117%	118%	124%	93%	82%

(a) Per share net investment income (loss) has been calculated using the average daily shares method.

(b) Amount is less than $0.005 per share.

(c) The Fund is receiving monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was 0.10% for the year ended June 30, 2016.

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

	Class C Shares
	Year Ended June 30, 2016	Year Ended June 30, 2015	Year Ended June 30, 2014	Year Ended June 30, 2013	Year Ended June 30, 2012
Net Asset Value, Beginning of Period	$39.29	$35.50	$27.39	$24.89	$26.72
Investment Activities:
Net investment loss(a)	(0.27)	(0.41)	(0.37)	(0.20)	(0.28)
Net realized and unrealized gains (losses) on investments	(1.36)	4.33	8.48	2.70	(0.22)
Total from Investment Activities	(1.63)	3.92	8.11	2.50	(0.50)
Distributions to Shareholders:
Net realized gains from investments	(7.80)	(0.13)	—	—	(1.33)
Total Distributions to Shareholders	(7.80)	(0.13)	—	—	(1.33)
Capital Contributions from Prior Custodian, Net	0.04	—	—	—	—
Short-term trading fees	—	—	—	—	—(b)
Net Asset Value, End of Period	$29.90	$39.29	$35.50	$27.39	$24.89
Total Return (excludes contingent deferred sales charge)	(4.82)%(c)	11.05%	29.61%	10.09%	(1.37)%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$68,112	$81,474	$81,717	$70,994	$73,885
Ratio of net expenses to average net assets	2.28%	2.31%	2.38%	2.43%	2.43%
Ratio of net investment loss to average net assets	(0.79)%	(1.10)%	(1.16)%	(0.78)%	(1.13)%
Portfolio turnover (d)	117%	118%	124%	93%	82%

(a) Per share net investment loss has been calculated using the average daily shares method.

(b) Amount is less than $0.005 per share.

(c) The Fund is receiving monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was 0.10% for the year ended June 30, 2016.

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

	Class R Shares
	Year Ended June 30, 2016	Year Ended June 30, 2015	Year Ended June 30, 2014	Year Ended June 30, 2013	Year Ended June 30, 2012
Net Asset Value, Beginning of Period	$43.57	$39.18	$30.09	$27.20	$28.92
Investment Activities:
Net investment loss(a)	(0.16)	(0.27)	(0.22)	(0.08)	(0.16)
Net realized and unrealized gains (losses) on investments	(1.52)	4.79	9.31	2.97	(0.23)
Total from Investment Activities	(1.68)	4.52	9.09	2.89	(0.39)
Distributions to Shareholders:
Net realized gains from investments	(7.80)	(0.13)	—	—	(1.33)
Total Distributions to Shareholders	(7.80)	(0.13)	—	—	(1.33)
Capital Contributions from Prior Custodian, Net	0.04	—	—	—	—
Short-term trading fees	—	—	—	—	—(b)
Net Asset Value, End of Period	$34.13	$43.57	$39.18	$30.09	$27.20
Total Return	(4.43)%(c)	11.51%	30.24%	10.63%	(0.84)%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$1,276	$1,144	$800	$916	$752
Ratio of net expenses to average net assets	1.88%	1.88%	1.88%	1.93%	1.92%
Ratio of net investment loss to average net assets	(0.41)%	(0.65)%	(0.64)%	(0.27)%	(0.60)%
Ratio of gross expenses to average net assets (d)	2.48%	2.19%	1.88%	1.93%	1.92%
Portfolio turnover (e)	117%	118%	124%	93%	82%

(a) Per share net investment loss has been calculated using the average daily shares method.

(b) Amount is less than $0.005 per share.

(c) The Fund is receiving monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was 0.10% for the year ended June 30, 2016.

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

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

	Class Y Shares
	Year Ended June 30, 2016	Year Ended June 30, 2015	Year Ended June 30, 2014	Year Ended June 30, 2013	Year Ended June 30, 2012
Net Asset Value, Beginning of Period	$47.10	$42.05	$32.13	$28.90	$30.48
Investment Activities:
Net investment income (loss)(a)	0.20	0.02	(0.06)	0.07	(0.03)
Net realized and unrealized gains (losses) on investments	(1.68)	5.16	9.98	3.16	(0.22)
Total from Investment Activities	(1.48)	5.18	9.92	3.23	(0.25)
Distributions to Shareholders:
Net realized gains from investments	(7.80)	(0.13)	—	—	(1.33)
Total Distributions to Shareholders	(7.80)	(0.13)	—	—	(1.33)
Capital Contributions from Prior Custodian, Net	0.04	—	—	—	—
Short-term trading fees	—	—	—	—	—(b)
Net Asset Value, End of Period	$37.86	$47.10	$42.05	$32.13	$28.90
Total Return	(3.61)%(c)	12.32%	30.87%	11.21%	(0.36)%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$20,477	$25,409	$23,806	$19,994	$26,138
Ratio of net expenses to average net assets	1.01%	1.16%	1.38%	1.43%	1.42%
Ratio of net investment income (loss) to average net assets	0.47%	0.04%	(0.15)%	0.21%	(0.12)%
Portfolio turnover (d)	117%	118%	124%	93%	82%

(a) Per share net investment income (loss) has been calculated using the average daily shares method.

(b) Amount is less than $0.005 per share.

(c) The Fund is receiving monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was 0.10% for the year ended June 30, 2016.

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

P.O. Box 182593
Columbus, OH 43218-2593

By telephone:
Call Victory Funds at
800-539-FUND
(800-539-3863)

By mail:
Victory Funds
P.O. Box 182593
Columbus, OH 43218-2593

In person:
SEC Public Reference Room
Washington, D.C.
Call 202-551-8090 for location and hours.

By mail:
SEC Public Reference Section
Washington, D.C. 20549-1520

On the Internet:
EDGAR database at sec.gov or by email request at
publicinfo@sec.gov

Investment Company Act File Number 811-4852

VF-MMC-PRO (11/16)

November 1, 2016

Prospectus

Victory Munder Small Cap Growth Fund

Class A	MASCX
Class I	MIGSX
Class Y	MYSGX

VictoryFunds.com
800-539-FUND
(800-539-3863)

Victory Funds

Table of Contents

Payments to Broker-Dealers and Other Financial Intermediaries

Munder Small Cap Growth Fund Summary

Investment Objective

The Fund seeks to provide long-term capital appreciation.

Fund Fees and Expenses

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your immediate family invest, or agree to invest in the future, at least $50,000 in the Victory Funds. More information about these and other discounts is available from your Investment Professional and in Investing with Victory on page 13 of the Fund's Prospectus and in Additional Purchase, Exchange and Redemption Information on page 40 of the Fund's Statement of Additional Information (SAI).

Shareholder Fees (paid directly from your investment)	Class A	Class I	Class Y
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)	5.75%	NONE	NONE
Maximum Deferred Sales Charge (load) (as a percentage of the lower of purchase or sale price)	NONE ¹	NONE	NONE
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.85%	0.85%	0.85%
Distribution (12b-1) Fees	0.25%	0.00%	0.00%
Other Expenses	10.13%	1.64%	12.49%
Acquired Fund Fees and Expenses	0.01%	0.01%	0.01%
Total Annual Fund Operating Expense	11.24%	2.50%	13.35%
Fee Waiver/Expense Reimbursement ²	(9.83)%	(1.34)%	(12.09)%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement ²	1.41%	1.16%	1.26%

² Victory Capital Management Inc., the Fund's investment adviser ("Adviser"), has contractually agreed to waive its management fee and/or reimburse expenses so that the total annual operating expenses (excluding certain items such as interest, taxes and brokerage commissions) of Class A, Class I and Class Y shares do not exceed 1.40%, 1.15% and 1.25%, respectively, until at least October 31, 2018. The Adviser is permitted to recoup advisory fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the lesser of: (a) any operating expense limits in effect at the time of the original waiver or expense reimbursement; or (b) at the time of recoupment. This agreement may only be terminated by the Fund's Board of Trustees.

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. The amounts shown reflect the fee waiver/expense reimbursement in place through October 31, 2018. 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	$710	$1,952	3,953	7,959
Class I	$118	$514	1,080	2,625
Class Y	$128	$1,638	4,056	8,542

Portfolio Turnover:

Principal Investment Strategy

The Adviser pursues long-term capital appreciation in the Fund by investing, under normal circumstances, at least 80% of the Fund's net assets in equity securities (i.e., common stocks, preferred stocks, convertible securities and rights and warrants) of small capitalization companies. Small capitalization companies means those companies with market capitalizations within the range of companies included in the Russell 2000 ^{^®} Growth Index ($34.6 million to $5.4 billion as of September 30, 2016).

The Adviser chooses the Fund's investments by reviewing the earnings growth of all publicly traded small capitalization companies over the past three years and selecting from those companies primarily based on: above-average, consistent earnings growth; financial stability; relative valuation; strength of industry position and management team; and price changes compared to the Russell 2000 ^{^®} Growth Index.

The Adviser may sell a security if it believes the price objective for the stock has been reached, if more attractive opportunities are identified, or if the fundamentals of the company deteriorate.

Principal Risks

The Fund's investments are subject to the following principal risks:

Equity Risk. The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions. A company's earnings or dividends may not increase as expected. Price changes may be temporary or last for extended periods.
Foreign Securities Risk. Foreign securities (including ADRs and GDRs) could be affected by factors not present in the U.S., including expropriation, confiscation of property, and difficulties in enforcing contracts. 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 companies. Foreign securities generally experience more volatility than their domestic counterparts.
Growth Investing Risk. Growth stocks may be more sensitive to changes in current or expected earnings than the values of other stocks, and they may fall out of favor if the companies' earnings growth does not meet expectations.
Management Risk. The Adviser may not execute the Fund's principal investment strategy effectively.
Small Capitalization Stock Risk. Small-sized companies may be subject to a number of risks not associated with larger, more established companies, potentially making their stock prices more volatile and increasing the risk of loss.

You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective.

An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) 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.

Investment Performance

The Fund commenced operations on May 1, 2015. No performance information is presented since the Fund has not yet had a full calendar year of performance. Performance data for the Fund will be available online at www.VictoryFunds.com or by calling 800-539-FUND (800-539-3863). A fund's performance is not necessarily an indication of how that fund will perform in the future.

Management of the Fund

Investment Adviser

Victory Capital Management Inc. ("Adviser") serves as the Fund's investment adviser. The portfolio managers primarily responsible for day-to-day management of the Fund are members of the Adviser's Munder Capital Management ("Munder") investment team (referred to as an investment franchise).

Portfolio Managers

Tony Y. Dong is the Chief Investment Officer of Munder and has been a Portfolio Manager of the Fund since its inception in May 2015.

Robert E. Crosby is a Senior Portfolio Manager of Munder and has been a Portfolio Manager of the Fund since its inception in May 2015.

Robert Glise is a Senior Portfolio Manager/Analyst of Munder and has been a Portfolio Manager of the Fund since September 2016.

Gavin Hayman is an Equity Analyst of Munder and has been a Portfolio Manager of the Fund since its inception in May 2015.

Brian S. Matuszak is a Portfolio Manager of Munder and has been the Lead Portfolio Manager of the Fund since its inception in May 2015.

Sean D. Wright is an Equity Analyst of Munder and has been a Portfolio Manager of the Fund since its inception in May 2015.

Purchase and Sale of Fund Shares

You may redeem your shares on any day the Fund is open for business. Redemption requests may be made by telephone (with prior appropriate approval) or by mail.

Tax Information

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the financial intermediary and its salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary's website for more information.

Additional Fund Information

Victory Capital Management Inc., which we refer to as the "Adviser" throughout the Prospectus, manages the Fund.

The Munder Small Cap Growth Fund (the "Fund") is managed by the Adviser, who also manages other funds, each having distinct investment management objectives, strategies, risks, and policies. Together, these funds are referred to in this Prospectus as the Victory Funds or, more simply, the "Funds."

If you would like to receive additional copies of any materials, please call the Victory Funds at 800-539-FUND (800-539-3863) or please visit VictoryFunds.com.

Investments

U.S. Equity Securities

Can include common stock, preferred stock and securities that are convertible or exchangeable into common stock of U.S. corporations.

Foreign Securities

Derivatives

Emerging Markets

Investment Companies

Securities Lending

Risk Factors

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

The following describes the principal risks that you may assume as an investor in the Fund.

General risks

Market risk is the risk that the market value of a security may decline in response to developments affecting individual companies and/or general economic conditions. Market risk may affect a single issuer, an industry, a sector of the economy, or the entire market. Price changes may be temporary or last for extended periods. For example, stock prices have historically fluctuated in periodic cycles.
Manager risk is the risk that the Fund's portfolio manager may implement its investment strategy in a way that does not produce the intended result.
Stock selection risk is the risk that the value of the Fund's investments may decline if the particular companies in which the Fund invests do not perform well in the market. The Adviser's investment strategy seeks to control risk by adhering to portfolio constraints relative to the Fund's benchmark. As a result, the Fund may be particularly susceptible to a general decline in the small capitalization growth sector of the U.S. stock market.

Equity risk

The value of an equity security will fluctuate in response to changes in earnings or other conditions affecting the issuer's profitability or in general market conditions. 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.

Growth investing risk

Growth securities might be more sensitive to changes in current or expected earnings than the values of other stocks. Growth securities may be more volatile than other stocks, causing greater fluctuations in value. A growth approach could also be impacted if the company does not realize its anticipated potential or if there is a shift in the market to favor other types of securities.

Smaller-cap stock risk

Small-cap companies often have more limited managerial and financial resources than larger, more established companies and, therefore, may be more susceptible to market downturns or changing economic conditions. Prices of small companies tend to be more volatile than those of larger companies and small issuers may be subject to greater degrees of changes in their earnings and prospects. Since small company stocks typically have narrower markets and are traded in lower volumes than larger company stocks, they may be more difficult to purchase and sell.

Foreign investments risk

Foreign securities, including ADRs and GDRs, tend to be more volatile and less liquid than U.S. securities. Further, foreign securities may be subject to additional risks not associated with investment in U.S. securities due to differences in the economic and political environment, the amount of available public information, the degree of market regulation, and financial reporting, accounting and auditing standards, and, in the case of foreign currency-denominated securities, fluctuations in currency exchange rates. In addition, during periods of social, political or economic instability in a country or region, the value of a foreign security could be affected by, among other things, increasing price volatility, illiquidity or the closure of the primary market on which the security is traded. In addition to foreign securities, the Fund may be exposed to foreign markets as a result of the Fund's investments in U.S. companies that have international exposure.

Derivatives risk

Derivatives, such as futures contracts and options on futures contracts, are subject to the risk that small price movements can result in substantial gains or losses. Derivatives also entail exposure to counterparty risk, the risk of mispricing or improper valuation and the risk that changes in value of the derivative may not correlate perfectly with the relevant securities, assets or indices. The Fund "covers" its exposure to certain derivative contracts by segregating or designating liquid assets on its records sufficient to satisfy current payment obligations, which may expose the Fund to the market through both the underlying assets subject to the contract and the assets used as cover. The use of derivatives may cause the Fund to incur losses greater than those that would have occurred had derivatives not been used.

Investment company risk

The Fund's ability to achieve its investment objective may be directly related to the ability of the Underlying Funds (including ETFs) held by the Fund to meet their investment objectives. In addition, shareholders of the Fund will indirectly bear the fees and expenses of the underlying investment companies. Lack of liquidity in an ETF could result in an ETF being more volatile than the underlying portfolio of securities.

Securities lending risk

The risk in lending portfolio securities, as with other extensions of credit, consists of the possibility of loss to the Fund due to (1) the inability of the borrower to return the securities, (2) a delay in receiving additional collateral to adequately cover any fluctuations in the value of securities on loan, (3) a delay in recovery of the securities, or (4) the loss of rights in the collateral should the borrower fail financially. In addition, the Fund is responsible for any loss that might result from its investment of the borrower’s collateral. In determining whether to lend securities, the Adviser or the Fund's securities lending agent will consider relevant facts and circumstances, including the creditworthiness of the borrower.

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

Organization and Management of the Fund

The Trust's Board of Trustees has the overall responsibility for overseeing the management of the Fund.

The Investment Adviser

The Adviser is a multi-boutique asset manager comprised of multiple investment teams, referred to as investment franchises, each of which utilizes an independent approach to investing. Munder Capital Management ("Munder") is the investment franchise responsible for the day-to-day investment management of the Fund.

For the fiscal year ended June 30, 2016, the Fund paid advisory fees, before waivers, at an annual rate of 0.85% of the average daily net assets of the Fund.

A discussion of the Board's most recent considerations in approving the Advisory Agreement is available in the Fund's semi-annual report for the period ended December 31, 2015.

Portfolio Management

Brian S. Matuszak is the Lead Portfolio Manager, and Tony Y. Dong, Robert E. Crosby, Robert Glise, Gavin Hayman and Sean D. Wright are Co-Portfolio Managers of the Munder Small Cap Growth Fund. Mr. Matuszak has final investment authority for the Fund.

Tony Y. Dong is the Chief Investment Officer of Munder and has been with the Adviser since 2014. Prior to that, Mr. Dong was Vice Chairman and Chief Investment Officer of Munder Capital Management, where he was employed since 1988. Mr. Dong is a CFA charterholder.

Robert E. Crosby is a Senior Portfolio Manager of Munder and has been with the Adviser since 2014. Prior to that, Mr. Crosby was a Senior Portfolio Manager of Munder Capital Management, where he held various positions since 1993. Mr. Crosby is a CFA charterholder.

Gavin Hayman is an Equity Analyst of Munder and has been with the Adviser since 2014. Prior to that, Mr. Hayman was an Equity Analyst of Munder Capital Management from 2010 through 2014. From 2007 to 2010, Mr. Hayman was Director-Research at Telemus Capital Partners, a high-net-worth management company. Mr. Hayman is a CFA charterholder.

Brian S. Matuszak is a Portfolio Manager of Munder and has been with the Adviser since 2014. From 2006 through 2014, Mr. Matuszak was a Senior Equity Analyst of Munder Capital Management. Mr. Matuszak is a CFA charterholder.

Sean D. Wright is an Equity Analyst of Munder and has been with the Adviser since 2014. Prior to that, Mr. Wright was a Senior Equity Research Associate of Munder Capital Management since 2010. Prior to joining MCM, he interned for RFC Financial Planners in Ann Arbor, Michigan, where he worked on various tasks related to portfolio management, asset allocation, and client relationship management.

Investing with Victory

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

If you are looking for a convenient way to open an account or to add money to an existing account, we can help. The sections that follow will serve as a guide to your investments with the Victory Funds. Choosing a Share Class will help you decide whether it would be more to your advantage to buy Class A, Class I or Class Y shares of the Fund. Class I and Class Y shares, however, are available for purchase only by eligible shareholders. The following sections describe how to open an account directly with us, how to access information about your account, and how to buy, exchange and sell shares of the Fund. Note, this information will vary if you invest through a third party Investment Professional such as a brokerage firm and will be dependent on that firm's policies and practices. Consult your Investment Professional for specific details.

Important information about sales load breakpoints

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.

Trading in the security has been halted;
The market quotation for the security is clearly erroneous due to a clerical error;
The security's liquidity decreases such that, in the Adviser's opinion, the market quotation has become stale; or
An event occurs after the close of the trading market (but before the Fund's NAV is calculated) that, in the Adviser's opinion, materially affects the value of the security.

Choosing a Share Class

CLASS A

Front-end sales charge, as described in this section. There are several ways to reduce or eliminate this charge.
A contingent deferred sales charge (CDSC) may be imposed if you sell your shares within twelve months of their purchase.
Class A shares also pay ongoing distribution and/or service (12b-1) fees.
Higher annual expenses than all other classes of shares.

CLASS I

No front-end sales charge or CDSC. All your money goes to work for you right away.
Class I shares do not pay any ongoing distribution and/or service (12b-1) fees.
Class I shares are only available to certain investors.
Lower annual expenses than all other classes of shares.

CLASS Y

No front-end sales charge or CDSC. All your money goes to work for you right away.
Class Y shares do not pay any ongoing distribution and/or service (12b-1) fees.
Class Y shares are only available to certain investors.
Lower annual expenses than Class A shares.

Share Classes

The Fund offers Class A, Class I and Class Y shares. Each share class represents investments in the same portfolio of securities, but each class has its own sales charge and expense structure, allowing you and your Investment Professional to choose the class that best suits your investment needs. When you purchase shares of the Fund, you must choose a share class.

Also, not all Victory Funds offer all classes of shares, and some classes of shares are available for purchase only by eligible shareholders.

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.

The Fund or any class may be terminated at any time for failure to achieve an economical level of assets or for other reasons.

Calculation of Sales Charges for Class A Shares

For historical expense information, see the "Financial Highlights" at the end of this Prospectus.

Your Investment in the Fund	Sales Charge as a % of Offering Price	Sales Charge as a % of 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 ¹	0.00%	0.00%

Sales Charge Reductions and Waivers for Class A Shares

There are several ways you can combine multiple purchases of Class A shares of the Victory Funds to take advantage of reduced sales charges and, in some cases, eliminate sales charges.

You may reduce or eliminate the sales charge in the following cases:

Purchases sufficient to reach a breakpoint (see Investing with Victory — Important information about sales load breakpoints ).
If you anticipate purchasing $50,000 or more of shares of the Fund, or in combination with Class A shares of other Victory Funds (excluding those Funds that do not impose a sales charge), within a 13-month period, you may obtain the shares at the same reduced sales charge as though the total quantity were invested in one lump sum. In order to qualify for the reduced sales charge, you must file a non-binding Letter of Intent (the "Letter") within 90 days of the start of the purchases. Each investment you make after signing the Letter will be entitled to the sales charge applicable to the total investment indicated in the Letter. You must start with a minimum initial investment of at least 5.00% of the total amount you intend to purchase. A portion of the shares purchased under the Letter will be held in escrow until the total investment has been completed. In the event the Letter is not completed, sufficient escrowed shares will be redeemed to pay any applicable front-end sales charges.
Rights of Accumulation allow you to add the value of any Class A shares of the Fund that you already own (excluding shares sold without a sales charge) to the amount of your next Class A investment to determine if your additional investment will qualify for a reduced sales charge. The value of the Class A shares you already own will be calculated by using the greater of the current value or the original investment amount.
The Combination Privilege allows you to combine the value of Class A shares you own in accounts of multiple Victory Funds (subject to limitations applicable to certain Victory Funds and excluding shares sold without a sales charge) and in accounts of household members of your immediate family (spouse or domestic partner and children under 21) to achieve a reduced sales charge on your added investment.
The Reinstatement Privilege permits an investor, within 90 days of a redemption of Class A shares of the Fund, to reinvest all or part of the redemption proceeds in the Class A shares of any Victory Fund at the NAV next computed after receipt by the transfer agent of the reinvestment order. No service charge is currently imposed on reinvestment in shares of the Fund.
The Victory Funds will completely waive the sales charge for Class A shares in the following cases:

Purchases of $1,000,000 or more.
Purchases by:

current and retired Victory Fund trustees or officers;
directors, trustees, employees, and family members of employees of the Adviser or "Affiliated Providers;" ¹ and
registered broker-dealers, financial intermediaries or their agents or affiliates who have agreements with Victory Capital Advisers, Inc., (the "Distributor"), if the shares are purchased for their own account, purchased for retirement plans of their employees or sold to registered representatives or full-time employees (or their immediate families), provided that such purchase is for one of the foregoing types of accounts;

Purchases for trust or other advisory accounts established with a financial institution and fee-based investment products or accounts.
Reinvestment of proceeds from a liquidation distribution of Class A shares of a Victory Fund held in a deferred compensation plan, agency, trust, or custody account.
Purchases by retirement plans, including Section 401 and 457 plans sponsored by a Section 501(c)(3) organization and certain non-qualified deferred compensation arrangements that operate in a similar manner to qualified plans. Investors nonetheless may be charged a fee if they effect transactions in Class A shares through a broker or agent.
Purchases by participants in the Victory Investment Program.
Purchases by participants in no transaction fee programs offered by certain broker-dealers (sometimes referred to as "supermarkets").
Purchases by financial intermediaries who have entered into an agreement with the Distributor to offer shares to self-directed investment brokerage accounts that may or may not charge a transaction fee to its customers.
Investors that have an investment account with the Adviser.

¹ Affiliated Providers are affiliates and subsidiaries of the Adviser and any organization that provides services to the Trust.

You should inform the Fund or your Investment Professional at the time of purchase of the sales charge waiver category which you believe applies.

Eligibility Requirements to Purchase Class I Shares

Only Eligible Investors may purchase or exchange into Class I shares of the Fund. Eligible Investors include the following:

Institutional and individual retail investors with a minimum investment in Class I shares of $2,000,000 who purchase through certain broker-dealers or directly from the transfer agent;
Retirement plans, including Section 401 and 457 plans, section 403 plans sponsored by a section 501(c)(3) organization and certain non-qualified deferred compensation arrangements that operate in a similar manner to qualified plans;
Investors in select fee based programs;
Current and retired Fund trustees or officers;
Directors, trustees, employees, and family members of employees of the Adviser or "Affiliated Providers;" ¹
Purchases by participants in the Victory Investment Program; and
Brokers (and their sales representatives) where those brokers have agreements with the Distributor to sell shares of the Fund.

The Fund may allow a lower initial investment if, in the opinion of the Distributor, the investor has the adequate intent and availability of assets to reach a future level of investment of $2,000,000. The Fund reserves the right to change the criteria for Eligible Investors and the investment minimums.

¹ Affiliated Providers are affiliates and subsidiaries of the Adviser and any organization that provides services to the Trust.

Eligibility Requirements to Purchase Class Y Shares

Only Eligible Investors may purchase or exchange into Class Y shares of the Fund. Eligible Investors include the following:

Institutional and individual retail investors with a minimum investment in Class Y shares of $1,000,000 who purchase through certain broker-dealers or directly from the transfer agent.
Clients of state-registered or federally-registered investment advisors (RIAs), where such RIAs trade through institutional trading platforms approved by the Funds, who invest at least $2,500.
Pension, profit sharing, employee benefit and other similar plans and trusts that invest in the Funds.
Investors who purchase through select fee-based advisory programs with an approved financial intermediary. In fee-based advisory programs, a financial intermediary typically charges each investor a fee based upon the value of the account. Such transactions may be subject to additional rules or requirements of the applicable financial intermediary's program.
Purchases by:

current and retired Victory Fund trustees or officers (including the former trustees and officers of the Munder Series Trust).
directors, trustees, employees, and family members of employees of the Adviser or "Affiliated Providers". ¹
investment advisory clients of the Adviser.
investment advisors, consultants, broker-dealers and other financial intermediaries investing for their own accounts or for the accounts of their immediate family members.

¹ Affiliated Providers are affiliates and subsidiaries of the Adviser and any organization that provides services to the Trust.

How to Buy Shares

Opening an account

If you would like to open an account, you will first need to complete an Account Application.

Victory Funds
P.O. Box 182593
Columbus, OH 43218-2593

If your investment order is accepted by the Fund, an Investment Professional or other intermediary, it will be priced at the NAV next computed as described in the section entitled "Share Price."

Paying for your initial purchase

Minimum investments

If you would like to buy Class A shares, the minimum investment required to open an account is $2,500; no minimum for certain retirement plans and approved fee-based and/or advisor program and similar accounts ($1,000 for IRA accounts), with additional investments of at least $50. If you would like to buy Class I or Class Y shares, you must first be an Eligible Investor, as discussed in the section Choosing a Share Class — Eligibility Requirements to Purchase . There are no minimum investment amounts required for Class I or Class Y shares except as set forth in the Eligibility Requirements to Purchase .

There is no minimum investment required to open an account or for additional investments in Victory Simple IRAs.

Purchasing additional shares

Once you have an existing account, you can make additional investments at any time in any amount (subject to any minimums) in the following ways:

By Mail

To ensure that your additional investment is properly credited to your account, use the Investment Stub attached to your confirmation statement and send it with your check to the address indicated.
By Telephone

If you have an existing account that has been set up to receive electronic transfers, you can buy additional shares by calling Victory Funds Customer Service at 800-539-3863 between 8:00 a.m. and 6:00 p.m. (Eastern Time), Monday through Friday.
By Exchange

You may purchase shares of the Fund using the proceeds from the simultaneous redemption of shares of another Victory Fund if it is eligible for an exchange with your Fund. You may initiate an exchange online (if you are a registered user of VictoryFunds.com), by telephone, or by mail. See the section "Exchanging Shares."
Via the Internet

If you are a registered user, you may request a purchase of shares through our website at VictoryFunds.com. Your account must be set up for Automated Clearing House ("ACH") payment in order to execute online purchases.
By ACH

Your account must be set up for ACH payment in order to execute purchases online or by telephone. It takes about 15 days to set up an ACH account and only domestic member banks may be used. After your account is set up, your purchase amount can be transferred by ACH. Currently, the Fund does not charge a fee for ACH transfers but it reserves the right to charge for this service in the future. Your originating bank may charge a fee for ACH transfers.
By Wire

You may buy Fund shares by bank wire transfer of same day funds. Please call Victory Funds Customer Service at 800-539-3863 between 8:00 a.m. and 6:00 p.m. (Eastern Time), Monday through Friday for wiring instructions. Any commercial bank can transfer same-day funds by wire.

Although the transfer agent does not currently charge you for receiving same-day funds, it reserves the right to charge for this service in the future. Your bank may charge you for wiring same-day funds. You cannot buy shares for tax-qualified retirement plans by wire transfer.
By Systematic Investment Plan

To enroll in the Systematic Investment Plan, you should check this box on the Account Application or on the Account Maintenance Form. We will need your bank information and the amount ($50 or more) 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 before we will make automatic withdrawals from your bank account and invest it in shares of the Fund.

Other purchase rules you should know

Keep these addresses handy for purchases, exchanges, or redemptions.

	BY REGULAR U.S. MAIL	Victory Funds P.O. Box 182593 Columbus, OH 43218-2593
	BY OVERNIGHT MAIL	Use the following address ONLY for overnight packages: Victory Funds c/o FIS TA Operations 4249 Easton Way, Suite 400 Columbus, OH 43219 PHONE: 800-539-3863
	BY WIRE	Call 800-539-3863 BEFORE wiring money to notify the Fund that you intend to purchase shares by wire and to verify wire instructions.
	BY TELEPHONE	800-539-FUND (800-539-3863)
	ON THE INTERNET	www.VictoryFunds.com

Statements and Reports

Retirement Plans

How to Exchange Shares

Exchanges are subject to any CDSC, minimum investment limitation or eligibility requirements described in the applicable Prospectus and SAI. You may be required to provide sufficient information to establish eligibility to exchange into the new share class.
To exchange between Victory Funds, the other Victory Fund you wish to exchange into must be eligible for exchange with your Fund.
Shares of the Victory Fund selected for exchange must be available for sale in your state of residence.

If you have questions about these, or any of the Fund's other exchange policies, please consult Victory Customer Service or your Investment Professional before requesting an exchange.

Before exchanging, you should read the Prospectus of the Fund you wish to exchange into, which may be subject to different risks, fees and expenses.

Processing your exchange/conversion

Requesting an exchange

You can exchange shares of the Fund by telephone, by mail or via the Internet. You cannot exchange into an account with a different registration or tax identification number.

By Telephone

Unless you indicate otherwise on the account application, Victory Customer Service will be authorized to accept exchange instructions received by telephone.

By Mail

Send a letter of instruction signed by all registered owners or their legal representatives to the Victory Funds.

Via the Internet

You may also exchange shares via the Internet at VictoryFunds.com if you are a registered user.

Other exchange rules you should know

An exchange of Fund shares for shares of another Victory Fund constitutes a sale for tax purposes unless the exchange is made within an IRA or other tax-deferred account.

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.

BY TELEPHONE

Mail a check to the address of record;
Wire funds to a previously designated domestic financial institution;
Mail a check to a previously designated alternate address; or
Electronically transfer your redemption via ACH to a previously designated domestic financial institution.

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

Your account registration has changed within the last 15 business 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 Fund account with a different registration; or
The check or wire is being sent to a different bank account than was previously designated.

BY WIRE

BY ACH

Systematic Withdrawal Plan

Additional Information about Redemptions

Redemption proceeds from the sale of Fund shares purchased by a check or through ACH will be held until the purchase check or ACH has cleared, which may take up to 10 business days.
The Fund may postpone payment of redemption proceeds for up to seven calendar days at any time.
The Fund may suspend your right to redeem your shares in the following circumstances:

During non-routine closings of the NYSE;
When the 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
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 1.00% 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. Securities received pursuant to an in-kind redemption are subject to market risk until sold and may be subject to brokerage and other fees.
If you choose to have your redemption proceeds mailed to you and either the United States Postal Service is unable to deliver the redemption check to you or the check remains outstanding for more than six months, the Fund reserves the right to reinvest the check in shares of the Fund at its then current NAV until you give the Fund different instructions. No interest will accrue on amounts represented by uncashed redemption checks.

Distribution and Service Plans

In accordance with Rule 12b-1 of the Investment Company Act of 1940, the Trust has adopted a Distribution and Service Plan for Class A shares of the Fund.

Under the Class A Distribution and Service Plan, the Fund will pay to the Distributor a monthly fee at an annual rate of up to 0.25% of its average daily net assets. The fee is paid for general distribution services, for selling Class A shares of the Fund, and, as applicable, for providing personal services to shareholders of the Fund. Distribution and selling services are provided by the Distributor or by agents of the Distributor and include those services intended to result in the sale of the Fund's shares. Personal services to shareholders are generally provided by broker-dealers or other intermediaries and consist of responding to inquiries, providing information to shareholders about their Fund accounts, establishing and maintaining accounts and records, providing dividend and distribution payments, arranging for bank wires, assisting in transactions and changing account information.

Other Payments to Financial Intermediaries

Distributions and Taxes

Distributions can be received in one of the following ways. Please check with your Investment Professional if you are unsure of which option is right for you.

Your choice of distribution should be set up on the original Account Application. If you would like to change the option you selected, please call 800-539-FUND.

Reinvestment Option

Cash Option

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 Distributions Option

Directed Bank Account Option

Important Information about Taxes

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.

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

Qualified dividends received from the Fund by noncorporate shareholders will be taxed at long-term capital gain rates to the extent attributable to qualified dividends received by the Fund. Nonqualified dividends, dividends received by corporate shareholders and dividends from the Fund's short-term capital gains are taxable as ordinary income. Dividends from the Fund's long-term capital gains are taxable as long-term capital gains.
Dividends are treated in the same manner for U.S. federal income tax purposes whether you receive them in cash, additional shares of the Fund, or you reinvest them in shares of another Victory Fund.
An exchange of the Fund's shares for shares of another Victory Fund will be treated as a sale. When you sell or exchange shares of the Fund, you must recognize any gain or loss.
An exchange of one class of the Fund's shares for shares of another class of the same Fund generally constitutes a nontaxable exchange.
Distributions from the Fund and gains from the disposition of your shares may also be subject to state and local income tax.
An additional 3.8% Medicare tax will be imposed on certain net investment income (which includes ordinary dividends, capital gain distributions from the Fund, and gain recognized on a disposition of shares) of certain U.S. individuals, estates, and trusts.
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 by mid-February 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.
The Fund is generally required by law to provide you and the Internal Revenue Service with certain cost basis information related to the sale or redemption of any of your shares in the Fund acquired on or after January 1, 2012 (including distributions that are reinvested in additional shares of the Fund).
The Fund may be required to withhold tax from taxable distributions if you fail to give your correct social security or taxpayer identification number, fail to make required certifications, or the Fund is notified by the Internal Revenue Service that backup withholding is required.
You should review the more detailed discussion of federal income tax considerations in the SAI and consult your tax adviser regarding the federal, state, local, or foreign tax consequences resulting from your investment in the Fund.
The Fund may provide estimated capital gain distribution information through its website at VictoryFunds.com.

Important Fund Policies

Customer Identification Program

As a result, the Fund must obtain the following information for each person who opens a new account:

Name;
Date of birth (for individuals);
Residential or business street address (although post office boxes are still permitted for mailing); and
Social security number, taxpayer identification number, or other identifying number.

Account Maintenance Information

Change of name;
Add/change banking instructions;
Add/change beneficiaries;
Add/change authorized account traders;
Adding a Power of Attorney;
Add/change Trustee; and
Uniform Transfers to Minors Act/Uniform Gifts to Minors Act custodian change.

Market Timing

The Fund's Board of Trustees has adopted policies and procedures with respect to market timing. In order to prevent or minimize market timing, the Fund will:

Employ "fair value" pricing, as described in this Prospectus under Share Price , to minimize the discrepancies between a security's market quotation and its perceived market value, which often gives rise to market timing activity; and
Monitor for suspected market timing based on "short-term transaction" activity, that is, a purchase or redemption of a Fund and, as applicable, a subsequent redemption or purchase of the same Fund, or an exchange of all or part of that same Fund.

The Fund's market timing policies and procedures may be modified or terminated at any time under the oversight of the Board.

Portfolio Holdings Disclosure

The Fund also discloses its complete portfolio holdings each calendar quarter on the Fund's website, VictoryFunds.com, no earlier than the 15th day after the quarter end.

You can find a complete description of the Fund's policies and procedures with respect to disclosure of its portfolio securities in the Fund's SAI or on the Fund's website, VictoryFunds.com.

Performance

Shareholder Communications

Other Service Providers

: Victory Capital Advisers, Inc. (the Distributor), member FINRA and SIPC, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144, serves as distributor for the continuous offering of the Fund's shares. The Distributor is an affiliate of the Adviser.; Citibank N.A., 388 Greenwich St., New York, New York 10013, serves as the custodian of the Fund's investments and cash and settles trades made by the Fund.; Victory Capital Management Inc., 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144, also serves as the administrator and fund accountant for the Fund.; Citi Fund Services Ohio, Inc., 3435 Stelzer Road, Columbus, Ohio 43219, serves as the sub-administrator and sub-fund accountant for the Fund.; FIS Investor Services LLC, 4249 Easton Way, Suite 400, Columbus, Ohio 43219, serves as the transfer agent and dividend disbursing agent for the Fund.; Ernst & Young LLP, 1900 Scripps Center, 312 Walnut Street, Cincinnati, Ohio 45202, serves as the independent registered public accounting firm for the Fund.; Morrison & Foerster LLP, 250 West 55th Street, New York, New York 10019, serves as legal counsel to the Fund.

Financial Highlights

The following financial highlights tables reflect historical information about shares of the Fund and are intended to help you understand the Fund's financial performance for the period of the Fund's operations.

Munder Small Cap Growth Fund

	Class A Shares
	Year Ended June 30, 2016	Period Ended June 30, 2015(a)
Net Asset Value, Beginning of Period	$10.47	$10.00
Investment Activities:
Net investment loss(b)	(0.07)	(0.01)
Net realized and unrealized gains (losses) on investments	(1.81)	0.48
Total from Investment Activities	(1.88)	0.47
Net Asset Value, End of Period	$8.59	$10.47
Total Return (excludes sales charge) (c)	(17.96)%	4.70%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$49	$52
Ratio of net expenses to average net assets (d)	1.40%	1.40%
Ratio of net investment loss to average net assets (d)	(0.73)%	(0.50)%
Ratio of gross expenses to average net assets (d),(e)	11.23%	7.95%
Portfolio turnover (c),(f)	55%	6%

(a) Class A Shares of the Fund commenced operations on May 1, 2015.

(b) Per share net investment loss has been calculated using the average daily shares method.

(d) Annualized for periods less than one year.

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

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

	Class I Shares
	Year Ended June 30, 2016	Period Ended June 30, 2015(a)
Net Asset Value, Beginning of Period	$10.48	$10.00
Investment Activities:
Net investment loss (b)	(0.05)	—(c)
Net realized and unrealized gains (losses) on investments	(1.81)	0.48
Total from Investment Activities	(1.86)	0.48
Net Asset Value, End of Period	$8.62	$10.48
Total Return (d)	(17.75)%	4.80%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$4,337	$4,346
Ratio of net expenses to average net assets (e)	1.15%	1.15%
Ratio of net investment loss to average net assets (e)	(0.51)%	(0.23)%
Ratio of gross expenses to average net assets (e),(f)	2.49%	1.28%
Portfolio turnover (d),(g)	55%	6%

(a) Class I Shares of the Fund commenced operations on May 1, 2015.

(b) Per share net investment loss has been calculated using the average daily shares method.

(d) Not annualized for periods less than one year.

(e) Annualized for periods less than one year.

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

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

	Class Y Shares
	Year Ended June 30, 2016	Period Ended June 30, 2015(a)
Net Asset Value, Beginning of Period	$10.48	$10.00
Investment Activities:
Net investment loss(b)	(0.05)	(0.01)
Net realized and unrealized gains (losses) on investments	(1.82)	0.49
Total from Investment Activities	(1.87)	0.48
Net Asset Value, End of Period	$8.61	$10.48
Total Return (c)	(17.84)%	4.80%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$43	$52
Ratio of net expenses to average net assets (d)	1.25%	1.25%
Ratio of net investment loss to average net assets (d)	(0.59)%	(0.35)%
Ratio of gross expenses to average net assets (d),(e)	13.34%	7.70%
Portfolio turnover (c),(f)	55%	6%

(a) Class Y Shares of the Fund commenced operations on May 1, 2015.

(b) Per share net investment loss has been calculated using the average daily shares method.

(d) Annualized for periods less than one year.

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

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

P.O. Box 182593
Columbus, OH 43218-2593

By telephone:
Call Victory Funds at
800-539-FUND
(800-539-3863)

By mail:
Victory Funds
P.O. Box 182593
Columbus, OH 43218-2593

In person:
SEC Public Reference Room
Washington, D.C.
Call 202-551-8090 for location and hours.

By mail:
SEC Public Reference Section
Washington, D.C. 20549-1520

On the Internet:
EDGAR database at sec.gov or by email request at
publicinfo@sec.gov

Investment Company Act File Number 811-4852

VF-MSCG-PRO (11/16)

November 1, 2016

Prospectus

Victory S&P 500 Index Fund

(formerly Victory Munder Index 500 Fund)

Class A	MUXAX
Class R	MUXRX
Class Y	MUXYX

VictoryFunds.com
800-539-FUND
(800-539-3863)

Victory Funds

Table of Contents

Payments to Broker-Dealers and Other Financial Intermediaries

S&P 500 Index Fund Summary

Investment Objective

The Fund seeks to provide performance and income that is comparable to the S&P 500 ^® Index.

Fund Fees and Expenses

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your immediate family invest, or agree to invest in the future, at least $50,000 in the Victory Funds. More information about these and other discounts is available from your Investment Professional and in Investing with Victory on page 12 of the Fund's Prospectus and in Additional Purchase, Exchange and Redemption Information on page 40 of the Fund's Statement of Additional Information (SAI).

Shareholder Fees (paid directly from your investment)	Class A	Class R	Class Y
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)	2.50%	NONE	NONE
Maximum Deferred Sales Charge (load) (as a percentage of the lower of purchase or sale price)	NONE ¹	NONE	NONE
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.20%	0.20%	0.20%
Distribution (12b-1) Fees	0.25%	0.50%	0.00%
Other Expenses	0.13%	0.32%	0.18%
Total Annual Fund Operating Expense	0.58%	1.02%	0.38%

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. 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	$308	$431	$566	$958
Class R	$104	$325	$563	$1,248
Class Y	$39	$122	$213	$480

Portfolio Turnover:

Principal Investment Strategy

The Fund invests, under normal circumstances, at least 80% of its net assets in equity securities of companies in the S&P 500 ^® Index ("Index"). In practice, the Fund typically holds all 500 of the stocks in the Index, which is a capitalization-weighted index that measures the performance of the large-capitalization sector of the U.S. stock market.

The Fund is managed through the use of a "quantitative" or "indexing" investment approach, which tries to replicate the composition and performance of the Index through statistical procedures. The Fund invests in stocks that are included in the Index in approximately the same proportions as they are represented in the Index. As a result, the Adviser does not use traditional methods of stock selection, that is, it does not select stocks on the basis of economic, financial and market analysis.

The Fund seeks to achieve a correlation between the performance of its portfolio and the Index of at least 0.95. A correlation of 1.0 would mean that the changes in the Fund's price mirror exactly the changes in the Index.

The Adviser uses futures contracts to manage cash, accrued dividends and other non-performing assets in an effort to minimize performance disparity between the Fund and the Index.

Principal Risks

The Fund's investments are subject to the following principal risks:

Equity Risk. The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions. A company's earnings or dividends may not increase as expected. Price changes may be temporary or last for extended periods.
Futures Contracts Risk. The Fund's use of futures contracts exposes the Fund to leverage and tracking risks because a small investment in futures contracts may produce large losses and futures contracts may not be perfect substitutes for securities.
Management Risk. The Adviser may not execute the Fund's principal investment strategy effectively.
Passive Investment Risk/Index Risk. The Fund is designed to track the Index and is not actively managed. The Fund does not, therefore, seek returns in excess of the Index. The Adviser will not buy or sell shares of an equity security due to current or projected performance of a security, industry or sector, unless that security is added to or removed, respectively, from the Index.
Tracking Risks. The Fund's return may not match the return of the Index for a number of reasons, including: the Fund incurs operating expenses not applicable to the Index, and incurs costs in buying and selling securities; the Fund may not be fully invested at times; differences in the valuation of securities; and differences between the Fund's portfolio and the Index resulting from legal restrictions, cost or liquidity constraints.

You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective.

An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) 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.

Investment Performance

The bar chart and table that follow indicate the risks of investing in the Fund. We assume reinvestment of dividends and distributions.

The table shows how the average annual total returns for Class A, Class R and Class Y shares of the Fund, including applicable maximum sales charges, compare to those of the S&P 500 ^{^®} Index. We calculate after-tax returns using the historical highest individual federal marginal income tax rates and we do not reflect the effect of state and local taxes. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant if you own your Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only one class and after-tax returns for other classes will vary. The Fund's past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. Updated performance information is available on the Fund's website at VictoryFunds.com.

The performance figures for Class A, Class R and Class Y shares reflect the historical performance of, respectively, the Class A, Class R and Class Y shares of the MST Munder Index 500 Fund, a series of Munder Series Trust (the predecessor to the Fund managed by Munder Capital Management). The Fund's performance has not been restated to reflect any difference in the expenses of the MST Munder Index 500 Fund. The MST Munder Index 500 Fund commenced operations, and Class Y shares were first offered, on December 1, 1991. Class A shares were first offered on December 9, 1992 and Class R shares were first offered on July 29, 2004.

Calendar Year Returns for Class Y Shares

YTD through 9/30/16: 7.68%
Highest/lowest quarterly results during this time period were:

Highest	15.83% (quarter ended June 30, 2009)
Lowest	-22.12% (quarter ended December 31, 2008)

Average Annual Total Returns (For the Periods ended December 31, 2015)	1 Year	5 Years	10 Years
CLASS Y
Before Taxes	0.95%	11.99%	6.84%
After Taxes on Distributions	-1.66%	9.57%	5.09%
After Taxes on Distributions and Sale of Fund Shares	2.73%	9.50%	5.45%
CLASS A
Before Taxes	-1.74%	11.25%	6.38%
CLASS R
Before Taxes	0.32%	11.40%	6.29%
INDEX
S&P 500 ^® Index Index returns reflect no deduction for fees, expenses, or taxes.	1.38%	12.57%	7.31%

Management of the Fund

Investment Adviser

Victory Capital Management Inc. ("Adviser") serves as the Fund's investment adviser. The portfolio managers primarily responsible for day-to-day management of the Fund are members of the Adviser's CEMP investment team (referred to as an investment franchise).

Portfolio Managers

Stephen Hammers is the Chief Investment Officer of CEMP and has been a Portfolio Manager of the Fund since January 2016.

David Hallum is a Portfolio Manager of CEMP and has been a Portfolio Manager of the Fund since January 2016.

Dan Banaszak is a Portfolio Manager of CEMP and has been a Portfolio Manager of the Fund since January 2016.

Alex Pazdan is a Portfolio Manager of CEMP and has been a Portfolio Manager of the Fund since January 2016.

Rob Bateman is a Portfolio Manager of CEMP and has been a Portfolio Manager of the Fund since January 2016.

Purchase and Sale of Fund Shares

You may redeem your shares on any day the Fund is open for business. Redemption requests may be made by telephone (with prior appropriate approval) or by mail.

Tax Information

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the financial intermediary and its salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary's website for more information.

Additional Fund Information

Victory Capital Management Inc., which we refer to as the "Adviser" throughout the Prospectus, manages the Fund.

The S&P 500 Index Fund (the "Fund") is managed by the Adviser, who also manages other funds, each having distinct investment management objectives, strategies, risks, and policies. Together, these funds are referred to in this Prospectus as the Victory Funds or, more simply, the "Funds."

If you would like to receive additional copies of any materials, please call the Victory Funds at 800-539-FUND (800-539-3863) or please visit VictoryFunds.com.

Investments

U.S. Equity Securities

Can include common stock, preferred stock and securities that are convertible or exchangeable into common stock of U.S. corporations.

Futures Contracts and Options on Futures Contracts

Contracts involving the right or obligation to deliver or receive assets or money depending on the performance of one or more assets or an economic index. To reduce the effects of leverage, liquid assets equal to the contract commitment are set aside to cover the commitment. The Fund may invest in futures in an effort to hedge against market or currency risk, as a temporary substitute for buying or selling securities or for temporary cash management purposes. There is no assurance that the Fund will engage in any hedging transactions.

Investment Companies

Securities Lending

Risk Factors

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

The following describes the principal risks that you may assume as an investor in the Fund.

General risks

Market risk is the risk that the market value of a security may decline in response to developments affecting individual companies and/or general economic conditions. Market risk may affect a single issuer, an industry, a sector of the economy, or the entire market. Price changes may be temporary or last for extended periods. For example, stock prices have historically fluctuated in periodic cycles.
Manager risk is the risk that the Fund's portfolio manager may implement its investment strategy in a way that does not produce the intended result.

Equity risk

The value of an equity security will fluctuate in response to changes in earnings or other conditions affecting the issuer's profitability or in general market conditions. 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.

Tracking risk

The Fund's ability to track the return of the Index is affected by the fact that the Fund pays fees and transaction costs, while the Index does not; therefore, the Fund's returns are likely to be lower than those of the Index. Tracking variance may also result from the impact of share purchases, redemptions and other factors not affecting the Index.

Index strategy risk

The Fund will invest in the securities included in the Index regardless of market trends. As a result, the Fund does not modify its investment strategy to respond to changes in the economy, which means it may be particularly susceptible to a general decline in the large-capitalization sector of the U.S. stock market.

Derivatives risk

Derivatives, such as futures contracts and options on futures contracts, are subject to the risk that small price movements can result in substantial gains or losses. Derivatives also entail exposure to counterparty risk, the risk of mispricing or improper valuation and the risk that changes in value of the derivative may not correlate perfectly with the relevant securities, assets or indices. The Fund "covers" its exposure to certain derivative contracts by segregating or designating liquid assets on its records sufficient to satisfy current payment obligations, which may expose the Fund to the market through both the underlying assets subject to the contract and the assets used as cover. The use of derivatives may cause the Fund to incur losses greater than those that would have occurred had derivatives not been used.

Investment company risk

The Fund's ability to achieve its investment objective may be directly related to the ability of the Underlying Funds (including ETFs) held by the Fund to meet their investment objectives. In addition, shareholders of the Fund will indirectly bear the fees and expenses of the underlying investment companies. Lack of liquidity in an ETF could result in an ETF being more volatile than the underlying portfolio of securities.

Securities lending risk

The risk in lending portfolio securities, as with other extensions of credit, consists of the possibility of loss to the Fund due to (1) the inability of the borrower to return the securities, (2) a delay in receiving additional collateral to adequately cover any fluctuations in the value of securities on loan, (3) a delay in recovery of the securities, or (4) the loss of rights in the collateral should the borrower fail financially. In addition, the Fund is responsible for any loss that might result from its investment of the borrower’s collateral. In determining whether to lend securities, the Adviser or the Fund's securities lending agent will consider relevant facts and circumstances, including the creditworthiness of the borrower.

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

Organization and Management of the Fund

The Trust's Board of Trustees has the overall responsibility for overseeing the management of the Fund.

The Investment Adviser

The Adviser is a multi-boutique asset manager comprised of multiple investment teams, referred to as investment franchises, each of which utilizes an independent approach to investing. CEMP is the investment franchise responsible for the day-to-day investment management of the Fund.

For the fiscal year ended June 30, 2016, the Fund was paid advisory fees, before waivers, at an annual rate of 0.20% of the average daily net assets of the Fund.

A discussion of the Board's most recent considerations in approving the Advisory Agreement is available in the Fund's semi-annual report for the period ended December 31, 2015.

Portfolio Management

Stephen Hammers, Dan Banaszak, David Hallum, Rob Bateman and Alex Pazdan are Co-Portfolio Managers of the Fund and are jointly responsible for the day-to-day management of the Fund's portfolio.

Mr. Hammers, CIMA ^® , has been the Chief Investment Officer of CEMP since 2015. From 2003-2015, Mr. Hammers was a managing partner, co-founder and chief investment officer of Compass Efficient Model Portfolios, LLC, which was acquired by the Adviser in 2015.

Mr. Banaszak, CFA ^® , has been a Portfolio Manager of CEMP since 2015. From 2011-2015, Mr. Banaszak was a Portfolio Manager/Analyst of Compass Efficient Model Portfolios, LLC, which was acquired by the Adviser in 2015. From 2010 to 2011, Mr. Banaszak was a futures and options trader with the Chicago Board of Trade and an options trader with Lerner Trading Group from 2007 to 2010.

Mr. Hallum has been a Portfolio Manager of CEMP since 2015. From 2005-2015, Mr. Hallum was a Portfolio Manager of Compass Efficient Model Portfolios, LLC, which was acquired by the Adviser in 2015.

Mr. Bateman has been a Portfolio Manager of CEMP since 2015. From 2007-2015, Mr. Bateman was a Portfolio Manager of Compass Efficient Model Portfolios, LLC, which was acquired by the Adviser in 2015. From 2004-2007, Mr. Bateman was a fixed income and futures trader at Stephens, Inc. and at PFIC Securities from 2000 to 2004.

Mr. Pazdan has been a Portfolio Manager of CEMP since 2015. From 2010-2015, Mr. Pazdan was a Portfolio Manager of Compass Efficient Model Portfolios, LLC, which was acquired by the Adviser in 2015. Mr. Pazdan was also a founding principal of Persistent Capital Management, a Commodity Trading Adviser launched in 2002. Prior to starting Persistent Capital, Mr. Pazdan was a Senior Market Strategist for Eclipse Capital Management, a Commodity Trading Adviser, in St. Louis, Missouri.

Investing with Victory

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

If you are looking for a convenient way to open an account or to add money to an existing account, we can help. The sections that follow will serve as a guide to your investments with the Victory Funds. Choosing a Share Class will help you decide whether it would be more to your advantage to buy Class A, Class R or Class Y shares of the Fund. Class R and Class Y shares, however, are available for purchase only by eligible shareholders. The following sections describe how to open an account directly with us, how to access information about your account, and how to buy, exchange and sell shares of the Fund. Note, this information will vary if you invest through a third party Investment Professional such as a brokerage firm and will be dependent on that firm's policies and practices. Consult your Investment Professional for specific details.

Important information about sales load breakpoints

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.

Trading in the security has been halted;
The market quotation for the security is clearly erroneous due to a clerical error;
The security's liquidity decreases such that, in the Adviser's opinion, the market quotation has become stale; or
An event occurs after the close of the trading market (but before the Fund's NAV is calculated) that, in the Adviser's opinion, materially affects the value of the security.

Choosing a Share Class

CLASS A

Front-end sales charge, as described in this section. There are several ways to reduce or eliminate this charge.
A contingent deferred sales charge (CDSC) may be imposed if you sell your shares within twelve months of their purchase.
Class A shares also pay ongoing distribution and/or service (12b-1) fees.
Lower annual expenses than Class R shares.

CLASS R

No front-end sales charge or CDSC. All your money goes to work for you right away.
Class R shares pay ongoing distribution and/or service (12b-1) fees.
Class R shares are only available to certain investors.
Higher annual expenses than all other classes of shares.

CLASS Y

No front-end sales charge or CDSC. All your money goes to work for you right away.
Class Y shares do not pay any ongoing distribution and/or service (12b-1) fees.
Class Y shares are only available to certain investors.
Lower annual expenses than all other classes of shares.

Share Classes

The Fund offers Class A, Class R and Class Y shares. Each share class represents investments in the same portfolio of securities, but each class has its own sales charge and expense structure, allowing you and your Investment Professional to choose the class that best suits your investment needs. When you purchase shares of the Fund, you must choose a share class.

Also, not all Victory Funds offer all classes of shares, and some classes of shares are available for purchase only by eligible shareholders.

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.

The Fund or any class may be terminated at any time for failure to achieve an economical level of assets or for other reasons.

Calculation of Sales Charges for Class A Shares

For historical expense information, see the "Financial Highlights" at the end of this Prospectus.

Your Investment in the Fund	Sales Charge as a % of Offering Price	Sales Charge as a % of Your Investment
Up to $99,999	2.50%	2.56%
$100,000 up to $249,999	2.00%	2.04%
$250,000 up to $499,999	1.50%	1.52%
$500,000 up to $999,999	1.00%	1.01%
$1,000,000 and above	0.00%	0.00%

The Fund makes available, free of charge, information relating to sales charges on its website at VictoryFunds.com.

Sales Charge Reductions and Waivers for Class A Shares

There are several ways you can combine multiple purchases of Class A shares of the Victory Funds to take advantage of reduced sales charges and, in some cases, eliminate sales charges.

You may reduce or eliminate the sales charge in the following cases:

Purchases sufficient to reach a breakpoint (see Investing with Victory — Important information about sales load breakpoints ).
If you anticipate purchasing $50,000 or more of shares of the Fund, or in combination with Class A shares of other Victory Funds (excluding those Funds that do not impose a sales charge), within a 13-month period, you may obtain the shares at the same reduced sales charge as though the total quantity were invested in one lump sum. In order to qualify for the reduced sales charge, you must file a non-binding Letter of Intent (the "Letter") within 90 days of the start of the purchases. Each investment you make after signing the Letter will be entitled to the sales charge applicable to the total investment indicated in the Letter. You must start with a minimum initial investment of at least 5.00% of the total amount you intend to purchase. A portion of the shares purchased under the Letter will be held in escrow until the total investment has been completed. In the event the Letter is not completed, sufficient escrowed shares will be redeemed to pay any applicable front-end sales charges.
Rights of Accumulation allow you to add the value of any Class A shares of the Fund that you already own (excluding shares sold without a sales charge) to the amount of your next Class A investment to determine if your additional investment will qualify for a reduced sales charge. The value of the Class A shares you already own will be calculated by using the greater of the current value or the original investment amount.
The Combination Privilege allows you to combine the value of Class A shares you own in accounts of multiple Victory Funds (subject to limitations applicable to certain Victory Funds and excluding shares sold without a sales charge) and in accounts of household members of your immediate family (spouse or domestic partner and children under 21) to achieve a reduced sales charge on your added investment.
The Reinstatement Privilege permits an investor, within 90 days of a redemption of Class A shares of the Fund, to reinvest all or part of the redemption proceeds in the Class A shares of any Victory Fund at the NAV next computed after receipt by the transfer agent of the reinvestment order. No service charge is currently imposed on reinvestment in shares of the Fund.
The Victory Funds will completely waive the sales charge for Class A shares in the following cases:

Purchases of $1,000,000 or more.
Purchases by:

current and retired Victory Fund trustees or officers;
directors, trustees, employees, and family members of employees of the Adviser or "Affiliated Providers;" ¹ and
registered broker-dealers, financial intermediaries or their agents or affiliates who have agreements with Victory Capital Advisers, Inc., (the "Distributor"), if the shares are purchased for their own account, purchased for retirement plans of their employees or sold to registered representatives or full-time employees (or their immediate families), provided that such purchase is for one of the foregoing types of accounts;

Purchases for trust or other advisory accounts established with a financial institution and fee-based investment products or accounts.
Reinvestment of proceeds from a liquidation distribution of Class A shares of a Victory Fund held in a deferred compensation plan, agency, trust, or custody account.
Purchases by retirement plans, including Section 401 and 457 plans sponsored by a Section 501(c)(3) organization and certain non-qualified deferred compensation arrangements that operate in a similar manner to qualified plans. Investors nonetheless may be charged a fee if they effect transactions in Class A shares through a broker or agent.
Purchases by participants in the Victory Investment Program.
Purchases by participants in no transaction fee programs offered by certain broker-dealers (sometimes referred to as "supermarkets").
Purchases by financial intermediaries who have entered into an agreement with the Distributor to offer shares to self-directed investment brokerage accounts that may or may not charge a transaction fee to its customers.
Investors that have an investment account with the Adviser.

¹ Affiliated Providers are affiliates and subsidiaries of the Adviser and any organization that provides services to the Trust.

You should inform the Fund or your Investment Professional at the time of purchase of the sales charge waiver category which you believe applies.

Eligibility Requirements to Purchase Class R Shares

Class R shares may only be purchased by:

Retirement plans, including Section 401 and 457 plans, section 403 plans sponsored by a section 501(c)(3) organization and certain non-qualified deferred compensation arrangements that operate in a similar manner to qualified plans.
Fee-based investment products or accounts.

Eligibility Requirements to Purchase Class Y Shares

Only Eligible Investors may purchase or exchange into Class Y shares of the Fund. Eligible Investors include the following:

Institutional and individual retail investors with a minimum investment in Class Y shares of $1,000,000 who purchase through certain broker-dealers or directly from the transfer agent.
Clients of state-registered or federally-registered investment advisors (RIAs), where such RIAs trade through institutional trading platforms approved by the Funds, who invest at least $2,500.
Pension, profit sharing, employee benefit and other similar plans and trusts that invest in the Funds.
Investors who purchase through select fee-based advisory programs with an approved financial intermediary. In fee-based advisory programs, a financial intermediary typically charges each investor a fee based upon the value of the account. Such transactions may be subject to additional rules or requirements of the applicable financial intermediary's program.
Purchases by:

current and retired Victory Fund trustees or officers (including the former trustees and officers of the Munder Series Trust).
directors, trustees, employees, and family members of employees of the Adviser or "Affiliated Providers". ¹
investment advisory clients of the Adviser.
investment advisors, consultants, broker-dealers and other financial intermediaries investing for their own accounts or for the accounts of their immediate family members.

¹ Affiliated Providers are affiliates and subsidiaries of the Adviser and any organization that provides services to the Trust.

How to Buy Shares

Opening an account

If you would like to open an account, you will first need to complete an Account Application.

Victory Funds
P.O. Box 182593
Columbus, OH 43218-2593

If your investment order is accepted by the Fund, an Investment Professional or other intermediary, it will be priced at the NAV next computed as described in the section entitled "Share Price."

Paying for your initial purchase

Minimum investments

If you would like to buy Class A, the minimum investment required to open an account is $2,500; no minimum for certain retirement plans and approved fee-based and/or advisor program and similar accounts ($1,000 for IRA accounts), with additional investments of at least $50. If you would like to buy Class R or Class Y shares, you must first be an Eligible Investor, as discussed in the section Choosing a Share Class — Eligibility Requirements to Purchase . There are no minimum investment amounts required for Class R or Class Y shares except as set forth in the Eligibility Requirements to Purchase .

There is no minimum investment required to open an account or for additional investments in Victory Simple IRAs.

Purchasing additional shares

Once you have an existing account, you can make additional investments at any time in any amount (subject to any minimums) in the following ways:

By Mail

To ensure that your additional investment is properly credited to your account, use the Investment Stub attached to your confirmation statement and send it with your check to the address indicated.
By Telephone

If you have an existing account that has been set up to receive electronic transfers, you can buy additional shares by calling Victory Funds Customer Service at 800-539-3863 between 8:00 a.m. and 6:00 p.m. (Eastern Time), Monday through Friday.
By Exchange

You may purchase shares of the Fund using the proceeds from the simultaneous redemption of shares of another Victory Fund if it is eligible for an exchange with your Fund. You may initiate an exchange online (if you are a registered user of VictoryFunds.com), by telephone, or by mail. See the section "Exchanging Shares."
Via the Internet

If you are a registered user, you may request a purchase of shares through our website at VictoryFunds.com. Your account must be set up for Automated Clearing House ("ACH") payment in order to execute online purchases.
By ACH

Your account must be set up for ACH payment in order to execute purchases online or by telephone. It takes about 15 days to set up an ACH account and only domestic member banks may be used. After your account is set up, your purchase amount can be transferred by ACH. Currently, the Fund does not charge a fee for ACH transfers but it reserves the right to charge for this service in the future. Your originating bank may charge a fee for ACH transfers.
By Wire

You may buy Fund shares by bank wire transfer of same day funds. Please call Victory Funds Customer Service at 800-539-3863 between 8:00 a.m. and 6:00 p.m. (Eastern Time), Monday through Friday for wiring instructions. Any commercial bank can transfer same-day funds by wire.

Although the transfer agent does not currently charge you for receiving same-day funds, it reserves the right to charge for this service in the future. Your bank may charge you for wiring same-day funds. You cannot buy shares for tax-qualified retirement plans by wire transfer.
By Systematic Investment Plan

To enroll in the Systematic Investment Plan, you should check this box on the Account Application or on the Account Maintenance Form. We will need your bank information and the amount ($50 or more) 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 before we will make automatic withdrawals from your bank account and invest it in shares of the Fund.

Other purchase rules you should know

Keep these addresses handy for purchases, exchanges, or redemptions.

	BY REGULAR U.S. MAIL	Victory Funds P.O. Box 182593 Columbus, OH 43218-2593
	BY OVERNIGHT MAIL	Use the following address ONLY for overnight packages: Victory Funds c/o FIS TA Operations 4249 Easton Way, Suite 400 Columbus, OH 43219 PHONE: 800-539-3863
	BY WIRE	Call 800-539-3863 BEFORE wiring money to notify the Fund that you intend to purchase shares by wire and to verify wire instructions.
	BY TELEPHONE	800-539-FUND (800-539-3863)
	ON THE INTERNET	www.VictoryFunds.com

Statements and Reports

Retirement Plans

How to Exchange Shares

Exchanges are subject to any CDSC, minimum investment limitation or eligibility requirements described in the applicable Prospectus and SAI. You may be required to provide sufficient information to establish eligibility to exchange into the new share class.
To exchange between Victory Funds, the other Victory Fund you wish to exchange into must be eligible for exchange with your Fund.
Shares of the Victory Fund selected for exchange must be available for sale in your state of residence.

If you have questions about these, or any of the Fund's other exchange policies, please consult Victory Customer Service or your Investment Professional before requesting an exchange.

Before exchanging, you should read the Prospectus of the Fund you wish to exchange into, which may be subject to different risks, fees and expenses.

Processing your exchange/conversion

Requesting an exchange

You can exchange shares of the Fund by telephone, by mail or via the Internet. You cannot exchange into an account with a different registration or tax identification number.

By Telephone

Unless you indicate otherwise on the account application, Victory Customer Service will be authorized to accept exchange instructions received by telephone.

By Mail

Send a letter of instruction signed by all registered owners or their legal representatives to the Victory Funds.

Via the Internet

You may also exchange shares via the Internet at VictoryFunds.com if you are a registered user.

Other exchange rules you should know

An exchange of Fund shares for shares of another Victory Fund constitutes a sale for tax purposes unless the exchange is made within an IRA or other tax-deferred account.

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.

BY TELEPHONE

Mail a check to the address of record;
Wire funds to a previously designated domestic financial institution;
Mail a check to a previously designated alternate address; or
Electronically transfer your redemption via ACH to a previously designated domestic financial institution.

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

Your account registration has changed within the last 15 business 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 Fund account with a different registration; or
The check or wire is being sent to a different bank account than was previously designated.

BY WIRE

BY ACH

Systematic Withdrawal Plan

Additional Information about Redemptions

Redemption proceeds from the sale of Fund shares purchased by a check or through ACH will be held until the purchase check or ACH has cleared, which may take up to 10 business days.
The Fund may postpone payment of redemption proceeds for up to seven calendar days at any time.
The Fund may suspend your right to redeem your shares in the following circumstances:

During non-routine closings of the NYSE;
When the 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
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 1.00% 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. Securities received pursuant to an in-kind redemption are subject to market risk until sold and may be subject to brokerage and other fees.
If you choose to have your redemption proceeds mailed to you and either the United States Postal Service is unable to deliver the redemption check to you or the check remains outstanding for more than six months, the Fund reserves the right to reinvest the check in shares of the Fund at its then current NAV until you give the Fund different instructions. No interest will accrue on amounts represented by uncashed redemption checks.

Distribution and Service Plans

In accordance with Rule 12b-1 of the Investment Company Act of 1940, the Trust has adopted Distribution and Service Plans for Class A shares and Class R shares of the Fund.

Under the Class A Distribution and Service Plan, the Fund will pay to the Distributor a monthly fee at an annual rate of up to 0.15% of its average daily net assets. Under the Class R Distribution and Service Plan, the Fund will pay to the Distributor a monthly fee at an annual rate of up to 0.50% of its average daily net assets. The fee is paid for general distribution services, for selling Class A and Class R shares of the Fund and, as applicable, for providing personal services to shareholders of the Fund. Distribution and selling services are provided by the Distributor or by agents of the Distributor and include those services intended to result in the sale of the Fund's shares. Personal services to shareholders are generally provided by broker-dealers or other intermediaries and consist of responding to inquiries, providing information to shareholders about their Fund accounts, establishing and maintaining accounts and records, providing dividend and distribution payments, arranging for bank wires, assisting in transactions and changing account information.

Other Payments to Financial Intermediaries

Distributions and Taxes

Distributions can be received in one of the following ways. Please check with your Investment Professional if you are unsure of which option is right for you.

Your choice of distribution should be set up on the original Account Application. If you would like to change the option you selected, please call 800-539-FUND.

Reinvestment Option

Cash Option

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 Distributions Option

Directed Bank Account Option

Important Information about Taxes

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.

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

Qualified dividends received from the Fund by noncorporate shareholders will be taxed at long-term capital gain rates to the extent attributable to qualified dividends received by the Fund. Nonqualified dividends, dividends received by corporate shareholders and dividends from the Fund's short-term capital gains are taxable as ordinary income. Dividends from the Fund's long-term capital gains are taxable as long-term capital gains.
Dividends are treated in the same manner for U.S. federal income tax purposes whether you receive them in cash, additional shares of the Fund, or you reinvest them in shares of another Victory Fund.
An exchange of the Fund's shares for shares of another Victory Fund will be treated as a sale. When you sell or exchange shares of the Fund, you must recognize any gain or loss.
An exchange of one class of the Fund's shares for shares of another class of the same Fund generally constitutes a nontaxable exchange.
Distributions from the Fund and gains from the disposition of your shares may also be subject to state and local income tax.
An additional 3.8% Medicare tax will be imposed on certain net investment income (which includes ordinary dividends, capital gain distributions from the Fund, and gain recognized on a disposition of shares) of certain U.S. individuals, estates, and trusts.
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 by mid-February 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.
The Fund is generally required by law to provide you and the Internal Revenue Service with certain cost basis information related to the sale or redemption of any of your shares in the Fund acquired on or after January 1, 2012 (including distributions that are reinvested in additional shares of the Fund).
The Fund may be required to withhold tax from taxable distributions if you fail to give your correct social security or taxpayer identification number, fail to make required certifications, or the Fund is notified by the Internal Revenue Service that backup withholding is required.
You should review the more detailed discussion of federal income tax considerations in the SAI and consult your tax adviser regarding the federal, state, local, or foreign tax consequences resulting from your investment in the Fund.
The Fund may provide estimated capital gain distribution information through its website at VictoryFunds.com.

Important Fund Policies

Customer Identification Program

As a result, the Fund must obtain the following information for each person who opens a new account:

Name;
Date of birth (for individuals);
Residential or business street address (although post office boxes are still permitted for mailing); and
Social security number, taxpayer identification number, or other identifying number.

Account Maintenance Information

Change of name;
Add/change banking instructions;
Add/change beneficiaries;
Add/change authorized account traders;
Adding a Power of Attorney;
Add/change Trustee; and
Uniform Transfers to Minors Act/Uniform Gifts to Minors Act custodian change.

Market Timing

The Fund's Board of Trustees has adopted policies and procedures with respect to market timing. In order to prevent or minimize market timing, the Fund will:

Employ "fair value" pricing, as described in this Prospectus under Share Price , to minimize the discrepancies between a security's market quotation and its perceived market value, which often gives rise to market timing activity; and
Monitor for suspected market timing based on "short-term transaction" activity, that is, a purchase or redemption of a Fund and, as applicable, a subsequent redemption or purchase of the same Fund, or an exchange of all or part of that same Fund.

The Fund's market timing policies and procedures may be modified or terminated at any time under the oversight of the Board.

Portfolio Holdings Disclosure

The Fund also discloses its complete portfolio holdings each calendar quarter on the Fund's website, VictoryFunds.com, no earlier than the 15th day after the quarter end.

You can find a complete description of the Fund's policies and procedures with respect to disclosure of its portfolio securities in the Fund's SAI or on the Fund's website, VictoryFunds.com.

Performance

Shareholder Communications

Other Service Providers

: Victory Capital Advisers, Inc. (the Distributor), member FINRA and SIPC, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144, serves as distributor for the continuous offering of the Fund's shares. The Distributor is an affiliate of the Adviser.; Citibank N.A., 388 Greenwich St., New York, New York 10013, serves as the custodian of the Fund's investments and cash and settles trades made by the Fund.; Victory Capital Management Inc., 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144, also serves as the administrator and fund accountant for the Fund.; Citi Fund Services Ohio, Inc., 3435 Stelzer Road, Columbus, Ohio 43219, serves as the sub-administrator and sub-fund accountant for the Fund.; FIS Investor Services LLC, 4249 Easton Way, Suite 400, Columbus, Ohio 43219, serves as the transfer agent and dividend disbursing agent for the Fund.; Ernst & Young LLP, 1900 Scripps Center, 312 Walnut Street, Cincinnati, Ohio 45202, serves as the independent registered public accounting firm for the Fund.; Morrison & Foerster LLP, 250 West 55th Street, New York, New York 10019, serves as legal counsel to the Fund.

Financial Highlights

The following financial highlights tables reflect historical information about shares of the Fund and are intended to help you understand the Fund's financial performance for the past five years.

The Fund’s financial highlights includes historical information of the Fund’s predecessor, MST Munder Index 500 Fund, a separate series of Munder Series Trust managed by Munder Capital Management, for periods prior to October 31, 2014.

S&P 500 Index Fund

	Class A Shares
	Year Ended June 30, 2016	Year Ended June 30, 2015	Year Ended June 30, 2014	Year Ended June 30, 2013	Year Ended June 30, 2012
Net Asset Value, Beginning of Period	$22.24	$22.75	$19.73	$18.88	$20.89
Investment Activities:
Net investment income(a)	0.34	0.31	0.27	0.28	0.25
Net realized and unrealized gains on investments	0.36	1.24	4.30	3.10	0.46
Total from Investment Activities	0.70	1.55	4.57	3.38	0.71
Distributions to Shareholders:
Net investment income	(0.35)	(0.32)	(0.28)	(0.27)	(0.25)
Net realized gains from investments	(2.07)	(1.74)	(1.27)	(2.26)	(2.47)
Total Distributions to Shareholders	(2.42)	(2.06)	(1.55)	(2.53)	(2.72)
Capital Contributions from Prior Custodian, Net	0.02	—	—	—	—
Net Asset Value, End of Period	$20.54	$22.24	$22.75	$19.73	$18.88
Total Return (excludes sales charge)	3.49%(b)	6.76%	23.73%	19.77%	4.69%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$186,089	$205,737	$208,223	$194,601	$191,446
Ratio of net expenses to average net assets	0.58%	0.64%	0.73%	0.75%	0.80%
Ratio of net investment income to average net assets	1.66%	1.37%	1.28%	1.47%	1.30%
Ratio of gross expenses to average net assets (c)	0.58%	0.64%	0.83%	0.85%	0.90%
Portfolio turnover (d)	4%	4%	3%	5%	3%

(a) Per share net investment income has been calculated using the average daily shares method.

(b) The Fund is receiving monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was 0.09% for the year ended June 30, 2016.

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

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

	Class R Shares
	Year Ended June 30, 2016	Year Ended June 30, 2015	Year Ended June 30, 2014	Year Ended June 30, 2013	Year Ended June 30, 2012
Net Asset Value, Beginning of Period	$22.23	$22.73	$19.71	$18.87	$20.88
Investment Activities:
Net investment income(a)	0.25	0.22	0.20	0.21	0.18
Net realized and unrealized gains on investments	0.35	1.24	4.30	3.09	0.46
Total from Investment Activities	0.60	1.46	4.50	3.30	0.64
Distributions to Shareholders:
Net investment income	(0.27)	(0.22)	(0.21)	(0.20)	(0.18)
Net realized gains from investments	(2.07)	(1.74)	(1.27)	(2.26)	(2.47)
Total Distributions to Shareholders	(2.34)	(1.96)	(1.48)	(2.46)	(2.65)
Capital Contributions from Prior Custodian, Net	0.02	—	—	—	—
Net Asset Value, End of Period	$20.51	$22.23	$22.73	$19.71	$18.87
Total Return	3.03%(b)	6.35%	23.33%	19.31%	4.32%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$13,221	$14,423	$14,399	$13,050	$10,480
Ratio of net expenses to average net assets	1.02%	1.03%	1.08%	1.10%	1.16%
Ratio of net investment income to average net assets	1.23%	0.96%	0.94%	1.11%	0.94%
Portfolio turnover (c)	4%	4%	3%	5%	3%

(a) Per share net investment income has been calculated using the average daily shares method.

(b) The Fund is receiving monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was 0.09% for the year ended June 30, 2016.

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

	Class Y Shares
	Year Ended June 30, 2016	Year Ended June 30, 2015	Year Ended June 30, 2014	Year Ended June 30, 2013	Year Ended June 30, 2012
Net Asset Value, Beginning of Period	$22.33	$22.83	$19.80	$18.94	$20.94
Investment Activities:
Net investment income(a)	0.39	0.36	0.31	0.31	0.27
Net realized and unrealized gains on investments	0.36	1.24	4.30	3.11	0.48
Total from Investment Activities	0.75	1.60	4.61	3.42	0.75
Distributions to Shareholders:
Net investment income	(0.39)	(0.36)	(0.31)	(0.30)	(0.28)
Net realized gains from investments	(2.07)	(1.74)	(1.27)	(2.26)	(2.47)
Total Distributions to Shareholders	(2.46)	(2.10)	(1.58)	(2.56)	(2.75)
Capital Contributions from Prior Custodian, Net	0.02	—	—	—	—
Net Asset Value, End of Period	$20.64	$22.33	$22.83	$19.80	$18.94
Total Return	3.74%(b)	6.94%	23.88%	19.94%	4.89%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$35,777	$40,122	$36,863	$31,188	$17,104
Ratio of net expenses to average net assets	0.38%	0.45%	0.58%	0.59%	0.65%
Ratio of net investment income to average net assets	1.86%	1.57%	1.44%	1.61%	1.43%
Portfolio turnover (c)	4%	4%	3%	5%	3%

(a) Per share net investment income has been calculated using the average daily shares method.

(b) The Fund is receiving monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was 0.09% for the year ended June 30, 2016.

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

Appendix

The S&P 500 ^® Index is a product of S&P Dow Jones Indices LLC ("SPDJI"), and has been licensed for use by the Adviser. Standard & Poor's ^® , S&P ^® and S&P 500 ^® are registered trademarks of Standard & Poor's Financial Services LLC ("S&P"); Dow Jones ^® is a registered trademark of Dow Jones Trademark Holdings LLC ("Dow Jones"); and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by the Adviser. The Fund is not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, any of their respective affiliates (collectively, "S&P Dow Jones Indices"). S&P Dow Jones Indices makes no representation or warranty, express or implied, to the owners of the Fund or any member of the public regarding the advisability of investing in securities generally or in the Fund particularly or the ability of the S&P 500 ^{^®} Index to track general market performance. S&P Dow Jones Indices' only relationship to the Adviser with respect to the S&P 500 ^{^®} Index is the licensing of the Index and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices or its licensors. The S&P 500 ^{^®} Index is determined, composed and calculated by S&P Dow Jones Indices without regard to the Adviser or the Fund. S&P Dow Jones Indices have no obligation to take the needs of the Adviser or the owners of the Fund into consideration in determining, composing or calculating the S&P 500 ^{^®} Index. S&P Dow Jones Indices is not responsible for and has not participated in the determination of the prices, and amount of the Fund or the timing of the issuance or sale of the Fund or in the determination or calculation of the equation by which the Fund is to be converted into cash, surrendered or redeemed, as the case may be. S&P Dow Jones Indices has no obligation or liability in connection with the administration, marketing or trading of the Fund. There is no assurance that investment products based on the S&P 500 ^® Index will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC is not an investment advisor. Inclusion of a security within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, nor is it considered to be investment advice. Notwithstanding the foregoing, CME Group Inc. and its affiliates may independently issue and/or sponsor financial products unrelated to the Fund currently being issued by the Adviser, but which may be similar to and competitive with the Fund. In addition, CME Group Inc. and its affiliates may trade financial products which are linked to the performance of the S&P 500 ^{^®} Index.

S&P DOW JONES INDICES DOES NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE S&P 500 INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY THE ADVISER, OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND THE ADVISER, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.

P.O. Box 182593
Columbus, OH 43218-2593

By telephone:
Call Victory Funds at
800-539-FUND
(800-539-3863)

By mail:
Victory Funds
P.O. Box 182593
Columbus, OH 43218-2593

In person:
SEC Public Reference Room
Washington, D.C.
Call 202-551-8090 for location and hours.

By mail:
SEC Public Reference Section
Washington, D.C. 20549-1520

On the Internet:
EDGAR database at sec.gov or by email request at
publicinfo@sec.gov

Investment Company Act File Number 811-4852

VF-INDEX-PRO (11/16)

November 1, 2016

Prospectus

Victory Trivalent Emerging Markets Small-Cap Fund

Class A	MAEMX
Class Y	MYEMX

VictoryFunds.com
800-539-FUND
(800-539-3863)

Victory Funds

Table of Contents

Payments to Broker-Dealers and Other Financial Intermediaries

Trivalent Emerging Markets Small-Cap Fund Summary

Investment Objective

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

Fund Fees and Expenses

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your immediate family invest, or agree to invest in the future, at least $50,000 in the Victory Funds. More information about these and other discounts is available from your Investment Professional and in Investing with Victory on page 14 of the Fund's Prospectus and in Additional Purchase, Exchange and Redemption Information on page 40 of the Fund's Statement of Additional Information (SAI).

Shareholder Fees (paid directly from your investment)	Class A	Class Y
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)	5.75%	NONE
Maximum Deferred Sales Charge (load) (as a percentage of the lower of purchase or sale price)	NONE ¹	NONE
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	1.10%	1.10%
Distribution (12b-1) Fees	0.25%	0.00%
Other Expenses	0.39%	1.30%
Acquired Fund Fees and Expenses	0.04%	0.04%
Total Annual Fund Operating Expense	1.78%	2.44%
Fee Waiver/Expense Reimbursement ²	(0.01)%	(0.92)%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement ²	1.77%	1.52%

² Victory Capital Management Inc., the Fund's investment adviser ("Adviser"), has contractually agreed to waive its management fee and/or reimburse expenses so that the total annual operating expenses of Class A and Y shares of the Fund (excluding Acquired Fund Fees and Expenses and certain items such as interest, taxes and brokerage commissions) do not exceed 1.73% and 1.48%, respectively, until at least October 31, 2017. The Adviser is permitted to recoup advisory fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place (including any amount waived or reimbursed prior to October 31, 2014 by Munder Capital Management, investment adviser to the Fund's predecessor, Munder Emerging Markets Small-Cap Fund, a series of Munder Series Trust), subject to the lesser of: (a) any operating expense limits in effect at the time of the original waiver or expense reimbursement; or (b) at the time of recoupment. This agreement may only be terminated by the Fund's Board of Trustees.

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. The amounts shown reflect the fee waiver/expense reimbursement in place through October 31, 2017. 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	$745	$1,102	$1,483	$2,548
Class Y	$155	$673	$1,217	$2,706

Portfolio Turnover:

Principal Investment Strategy

The Adviser pursues long-term growth of capital in the Fund by investing primarily in equity securities (i.e., common stocks, depositary receipts, preferred stocks, convertible securities, rights and warrants) of companies in emerging markets countries, which are developing countries in the early stages of adopting capitalism. Under normal circumstances, at least 80% of the Fund's net assets will be in securities of small-capitalization companies that are tied economically to emerging markets countries.

In selecting emerging market small-capitalization investments for the Fund, the Adviser employs a bottom-up investment approach that emphasizes individual stock selection. The Adviser's investment process uses a combination of quantitative and traditional qualitative, fundamental analysis to identify companies exhibiting improving business momentum and attractive valuations. The stock selection process is designed to produce a diversified portfolio that, relative to the S&P ^® Emerging Plus SmallCap Index and the MSCI Emerging Markets Small Cap Index, tends to have a below-average price-to-earnings ratio and an above-average earnings growth trend. However, the Fund is not designed to replicate the performance of either of those indexes.

The Adviser considers emerging markets countries to be the countries represented in the S&P ^® Emerging Plus SmallCap Index and the MSCI Emerging Markets Small Cap Index. The Adviser considers any company with a market capitalization that is within the smallest 15% (based on market capitalization) of companies from each emerging markets country to be a small-capitalization company.

The S&P ^® Emerging Plus SmallCap Index consists of the bottom 15% (based on market capitalization) of companies from each country represented in the S&P ^® Emerging BMI plus Korea. The S&P ^® Emerging BMI includes companies domiciled in over 20 emerging markets countries with float-adjusted market capitalizations of at least US$100 million and annual trading liquidity of at least US$50 million. The MSCI Emerging Markets Small Cap Index is designed to measure equity market performance of 23 emerging markets and targets approximately 14% of each market's free-float adjusted market capitalization.

As of the date of this prospectus, emerging market countries include, without limitation, portions of Asia, Latin America, Eastern Europe, and the Middle East/Africa, such as Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, South Korea, Malaysia, Mexico, Peru, Philippines, Poland, Qatar, Russia, South Africa, Taiwan, Thailand, Turkey, and United Arab Emirates.

From time to time, the Adviser may use exchange-traded funds (ETFs) to manage cash.

The Adviser may sell a security if it believes the price objective for the stock has been reached, if more attractive opportunities are identified, or if the fundamentals of the company deteriorate.

As a result of its investment strategy, the Fund may experience annual portfolio turnover in excess of 100%.

Principal Risks

The Fund's investments are subject to the following principal risks:

Equity Risk. The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions. A company's earnings or dividends may not increase as expected. Price changes may be temporary or last for extended periods.
Growth Investing Risk. Growth stocks may be more sensitive to changes in current or expected earnings than the values of other stocks, and they may fall out of favor if the companies' earnings growth does not meet expectations.
Foreign Securities Risk. Foreign securities could be affected by factors not present in the U.S., including expropriation, confiscation of property, and difficulties in enforcing contracts. 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 companies. Foreign securities generally experience more volatility than their domestic counterparts.
Emerging Markets Risk. The risks related to investing in foreign securities are generally greater with respect to securities of companies that conduct their business activities in emerging markets or whose securities are traded principally in emerging markets. The risks of investing in emerging markets include the risks of illiquidity, increased price volatility, smaller market capitalizations, less government regulation, less extensive and less frequent accounting, financial and other reporting requirements, risk of loss resulting from problems in share registration and custody, substantial economic and political disruptions and the nationalization of foreign deposits or assets.
Management Risk. The Adviser may not execute the Fund's principal investment strategy effectively.
Portfolio Turnover Risk. Higher portfolio turnover ratios resulting from additional purchases and sales of portfolio securities may result in higher transaction costs and Fund expenses and will generally result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income.
Small Capitalization Stock Risk. The earnings and prospects of small sized companies tend to be more volatile than larger companies and may experience higher failure rates than larger companies. The stocks of small-cap companies may have a lower trading volume than those of large-cap companies.
Underlying Investment Vehicle Risk. An investment company (including an ETF) in which the Fund invests may not achieve its investment objective. Underlying investment vehicles are subject to investment advisory and other expenses, which will be indirectly paid by the Fund.
Value Investing Risk. Value stocks may fall out of favor with investors and may underperform growth stocks in an up market. The intrinsic value of value stocks may never be fully recognized by the market or their price may decline.

You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective.

An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) 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.

Investment Performance

The bar chart and table that follow indicate the risks of investing in the Fund. We assume reinvestment of dividends and distributions.

The table shows how the average annual total returns for Class A and Class Y shares of the Fund, including applicable maximum sales charges, compare to those of a broad measure of market performance. We calculate after-tax returns using the historical highest individual federal marginal income tax rates and we do not reflect the effect of state and local taxes. Actual after-tax returns depend on your tax situation and may differ from those shown. Aftertax returns shown are not relevant if you own your Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only one class and aftertax returns for other classes will vary. The Fund’s past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. Updated performance information is available on the Fund’s website at VictoryFunds.com.

The performance figures for Class A and Class Y shares and table below reflect the historical performance of, respectively, the Class A and Class Y shares of the MST Munder Emerging Markets Small-Cap Fund, a series of Munder Series Trust (the predecessor to the Fund managed by Munder Capital Management). The Fund’s performance has not yet been restated to reflect any differences in the expenses of the MST Munder Emerging Markets Small-Cap Fund. The MST Emerging Markets Small-Cap Fund commenced operations, and Class A and Class Y were first offered on July 2, 2013.

Calendar Year Returns for Class Y Shares

YTD through 9/30/16: 9.37%
Highest/lowest quarterly results during this time period were:

Highest	8.56% (quarter ended June 30, 2014)
Lowest	-14.68% (quarter ended September 30, 2015)

Average Annual Total Returns (For the Periods ended December 31, 2015)	1 Year	Life of Class ¹
CLASS Y
Before Taxes	-6.26%	1.37%
After Taxes on Distributions	-6.23%	1.27%
After Taxes on Distributions and Sale of Fund Shares	-3.20%	1.14%
CLASS A
Before Taxes	-11.76%	-1.22%
INDEX
S&P ^® Emerging Plus Small Cap Index Index returns reflect no deduction for fees, expenses, or taxes, except foreign withholding taxes.	-1.06%	3.29%
MSCI Emerging Markets Small Cap Index Index returns reflect no deduction for fees, expenses, or taxes, except foreign withholding taxes.	-6.85%	-0.88%

¹ Fund inception date July 2, 2013.

Management of the Fund

Investment Adviser

Victory Capital Management Inc. ("Adviser") serves as the Fund's investment adviser. The portfolio managers primarily responsible for day-to-day management of the Fund are members of the Adviser's Trivalent Investments ("Trivalent") investment team (referred to as an investment franchise).

Portfolio Managers

John W. Evers is a Senior Portfolio Manager of Trivalent and has been the Lead Portfolio Manager of the Fund (including its predecessor fund) since its inception in 2013.

Robert D. Cerow is an Equity Analyst of Trivalent and has been a Portfolio Manager of the Fund (including its predecessor fund) since its inception in 2013.

Purchase and Sale of Fund Shares

You may redeem your shares on any day the Fund is open for business. Redemption requests may be made by telephone (with prior appropriate approval) or by mail.

Tax Information

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the financial intermediary and its salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary's website for more information.

Additional Fund Information

Victory Capital Management Inc., which we refer to as the "Adviser" throughout the Prospectus, manages the Fund.

The Trivalent Emerging Markets Small-Cap Fund (the "Fund") is managed by the Adviser, who also manages other funds, each having distinct investment management objectives, strategies, risks, and policies. Together, these funds are referred to in this Prospectus as the Victory Funds or, more simply, the "Funds."

If you would like to receive additional copies of any materials, please call the Victory Funds at 800-539-FUND (800-539-3863) or please visit VictoryFunds.com.

Investments

Foreign Securities

Convertible Preferred Stock

A class of stock that pays dividends at a specified rate, has preference over common stock in the payment of dividends and the liquidation of assets, and is convertible into common stock.

Investment Companies

Forward Currency Contracts

Contracts that attempt to eliminate currency exposure between the time of a securities transaction and settlement of that transaction. A forward foreign currency contract is an agreement to buy or sell a country's currency at a specific price on a specific date, usually 30, 60, or 90 days in the future. In other words, the contract guarantees an exchange rate on a given date.

Futures Contracts and Options on Futures Contracts

Securities Lending

Risk Factors

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

The following describes the principal risks that you may assume as an investor in the Fund.

General risks

Market risk is the risk that the market value of a security may decline in response to developments affecting individual companies and/or general economic conditions. Market risk may affect a single issuer, an industry, a sector of the economy, or the entire market. Price changes may be temporary or last for extended periods. For example, stock prices have historically fluctuated in periodic cycles.
Manager risk is the risk that the Fund's portfolio manager may implement its investment strategy in a way that does not produce the intended result.
Stock selection risk is the risk that the value of the Fund's investments may decline if the particular companies in which the Fund invests do not perform well in the market. The Adviser's investment strategy seeks to control risk by adhering to portfolio constraints relative to the Fund's benchmark. As a result, the Fund may be particularly susceptible to a general decline in the large-capitalization growth sector of the U.S. stock market.

Equity risk

The value of an equity security will fluctuate in response to changes in earnings or other conditions affecting the issuer's profitability or in general market conditions. 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.

Foreign investments risk

Foreign securities, particularly those from emerging market countries and including ADRs and GDRs, tend to be more volatile and less liquid than U.S. securities. Further, foreign securities may be subject to additional risks not associated with investment in U.S. securities due to differences in the economic and political environment, the amount of available public information, the degree of market regulation, and financial reporting, accounting and auditing standards, and, in the case of foreign currency-denominated securities, fluctuations in currency exchange rates. In addition, during periods of social, political or economic instability in a country or region, the value of a foreign security could be affected by, among other things, increasing price volatility, illiquidity or the closure of the primary market on which the security is traded. In addition to foreign securities, the Fund may be exposed to foreign markets as a result of the Fund's investments in U.S. companies that have international exposure.

Emerging markets investing risk

There are greater risks involved in investing in emerging market countries than those associated with investment in developed foreign markets. The risks of investing in foreign securities generally are amplified for investments in emerging markets securities. Generally, markets in emerging market countries are less diverse and mature than those of developed countries and their political systems are less stable. Further, due to the smaller securities markets, lower trading volumes and less government regulation of securities markets in emerging market countries compared to those in developed countries, investments in emerging market securities generally are more illiquid and volatile and subject to a higher risk of settlement disruptions than investments in securities of issuers in developed countries. Consequently, emerging market securities may be subject to relatively more abrupt and severe price declines.

Geographic focus risk

The Fund may invest a substantial portion of its assets within one or more countries or geographic regions. When the Fund focuses its investments in a country or countries, it is particularly susceptible to the impact of market, economic, political, regulatory and other factors affecting those countries. Additionally, the Fund's performance may be more volatile when the Fund's investments are focused in a country or countries.

Growth investing risk

Growth securities might be more sensitive to changes in current or expected earnings than the values of other stocks. Growth securities may be more volatile than other stocks, causing greater fluctuations in value. A growth approach could also be impacted if the company does not realize its anticipated potential or if there is a shift in the market to favor other types of securities.

Investment company risk

The Fund's ability to achieve its investment objective may be directly related to the ability of the Underlying Funds (including ETFs) held by the Fund to meet their investment objectives. In addition, shareholders of the Fund will indirectly bear the fees and expenses of the underlying investment companies. Lack of liquidity in an ETF could result in an ETF being more volatile than the underlying portfolio of securities.

Small company stock risk

Small-cap companies often have more limited managerial and financial resources than larger, more established companies and, therefore, may be more susceptible to market downturns or changing economic conditions. Prices of small companies tend to be more volatile than those of larger companies and small issuers may be subject to greater degrees of changes in their earnings and prospects. Since small company stocks typically have narrower markets and are traded in lower volumes than larger company stocks, they may be more difficult to purchase and sell.

Value investing risk

Value investing attempts to identify strong companies selling at a discount from their perceived true worth. Advisers using this approach generally select stocks at prices that are, in their view, temporarily low relative to the company's earnings, assets, cash flow and dividends. Value investing is subject to the risk that a stock's intrinsic value may never be fully recognized or realized by the market, or its price may go down. In addition, there is the risk that a stock judged to be undervalued may actually be appropriately priced.

Derivatives risk

Derivatives, such as forward currency and futures contracts, are subject to the risk that small price movements can result in substantial gains or losses. Derivatives also entail exposure to counterparty risk, the risk of mispricing or improper valuation and the risk that changes in value of the derivative may not correlate perfectly with the relevant securities, assets, currencies or indices. The Fund "covers" its exposure to certain derivative contracts by segregating or designating liquid assets on its records sufficient to satisfy current payment obligations, which may expose the Fund to the market through both the underlying assets subject to the contract and the assets used as cover. The use of derivatives may cause the Fund to incur losses greater than those that would have occurred had derivatives not been used.

Securities lending risk

The risk in lending portfolio securities, as with other extensions of credit, consists of the possibility of loss to the Fund due to (1) the inability of the borrower to return the securities, (2) a delay in receiving additional collateral to adequately cover any fluctuations in the value of securities on loan, (3) a delay in recovery of the securities, or (4) the loss of rights in the collateral should the borrower fail financially. In addition, the Fund is responsible for any loss that might result from its investment of the borrower’s collateral. In determining whether to lend securities, the Adviser or the Fund's securities lending agent will consider relevant facts and circumstances, including the creditworthiness of the borrower.

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

Organization and Management of the Fund

The Trust's Board of Trustees has the overall responsibility for overseeing the management of the Fund.

The Investment Adviser

The Adviser is a multi-boutique asset manager comprised of multiple investment teams, referred to as investment franchises, each of which utilizes an independent approach to investing. Trivalent Investments ("Trivalent") is the investment franchise responsible for the day-to-day investment management of the Fund.

For its fiscal year ended June 30, 2016, the Fund paid advisory fees, before waivers, at an annual rate of 1.10% of the average daily net assets of the Fund.

A discussion of the Board's most recent considerations in approving the Advisory Agreement is available in the Fund's semi-annual report for the period ended December 31, 2015.

Portfolio Management

John W. Evers is the Lead Portfolio Manager, and Robert D. Cerow is a Co-Portfolio Manager of the Munder Emerging Markets Small-Cap Fund. Mr. Evers has final investment authority for the Fund

Mr. Evers is a Senior Portfolio Manager of Trivalent and has been with the Adviser or an affiliate since 2014. From 2007-2014, Mr. Evers was a Senior Portfolio Manager of Munder Capital Management, where he a member of the portfolio management team of the Fund's predecessor fund since 2013. Mr. Evers is a CFA charterholder.

Mr. Cerow is an Equity Analyst of Trivalent and has been with the Adviser or an affiliate since 2014. From 2007-2014, Mr. Cerow was an Equity Analyst of Munder Capital Management, where he a member of the portfolio management team of the Fund's predecessor fund since 2013. Mr. Cerow is a CFA charterholder.

Investing with Victory

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

If you are looking for a convenient way to open an account or to add money to an existing account, we can help. The sections that follow will serve as a guide to your investments with the Victory Funds. Choosing a Share Class will help you decide whether it would be more to your advantage to buy Class A or Class Y shares of the Fund. Class Y shares, however, are available for purchase only by eligible shareholders. The following sections describe how to open an account directly with us, how to access information about your account, and how to buy, exchange and sell shares of the Fund. Note, this information will vary if you invest through a third party Investment Professional such as a brokerage firm and will be dependent on that firm's policies and practices. Consult your Investment Professional for specific details.

Important information about sales load breakpoints

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 value of the Fund's securities may change on days when shareholders will not be able to purchase and redeem the Fund's shares if the Fund has portfolio securities that are primarily traded in foreign markets that are open on weekends or other days when the Fund does not price its shares.

Trading in the security has been halted;
The market quotation for the security is clearly erroneous due to a clerical error;
The security's liquidity decreases such that, in the Adviser's opinion, the market quotation has become stale; or
An event occurs after the close of the trading market (but before the Fund's NAV is calculated) that, in the Adviser's opinion, materially affects the value of the security.

Choosing a Share Class

CLASS A

Front-end sales charge, as described in this section. There are several ways to reduce or eliminate this charge.
A contingent deferred sales charge (CDSC) may be imposed if you sell your shares within twelve months of their purchase.
Class A shares also pay ongoing distribution and/or service (12b-1) fees.
Higher annual expenses than Class Y shares.

CLASS Y

No front-end sales charge or CDSC. All your money goes to work for you right away.
Class Y shares do not pay any ongoing distribution and/or service (12b-1) fees.
Class Y shares are only available to certain investors.
Lower annual expenses than Class A shares.

Share Classes

The Fund offers Class A and Class Y shares. Each share class represents investments in the same portfolio of securities, but each class has its own sales charge and expense structure, allowing you and your Investment Professional to choose the class that best suits your investment needs. When you purchase shares of the Fund, you must choose a share class.

Also, not all Victory Funds offer all classes of shares, and some classes of shares are available for purchase only by eligible shareholders.

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.

The Fund or any class may be terminated at any time for failure to achieve an economical level of assets or for other reasons.

Calculation of Sales Charges for Class A Shares

For historical expense information, see the "Financial Highlights" at the end of this Prospectus.

Your Investment in the Fund	Sales Charge as a % of Offering Price	Sales Charge as a % of 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 ¹	0.00%	0.00%

Sales Charge Reductions and Waivers for Class A Shares

There are several ways you can combine multiple purchases of Class A shares of the Victory Funds to take advantage of reduced sales charges and, in some cases, eliminate sales charges.

You may reduce or eliminate the sales charge in the following cases:

Purchases sufficient to reach a breakpoint (see Investing with Victory — Important information about sales load breakpoints ).
If you anticipate purchasing $50,000 or more of shares of the Fund, or in combination with Class A shares of other Victory Funds (excluding those Funds that do not impose a sales charge), within a 13-month period, you may obtain the shares at the same reduced sales charge as though the total quantity were invested in one lump sum. In order to qualify for the reduced sales charge, you must file a non-binding Letter of Intent (the "Letter") within 90 days of the start of the purchases. Each investment you make after signing the Letter will be entitled to the sales charge applicable to the total investment indicated in the Letter. You must start with a minimum initial investment of at least 5.00% of the total amount you intend to purchase. A portion of the shares purchased under the Letter will be held in escrow until the total investment has been completed. In the event the Letter is not completed, sufficient escrowed shares will be redeemed to pay any applicable front-end sales charges.
Rights of Accumulation allow you to add the value of any Class A shares of the Fund that you already own (excluding shares sold without a sales charge) to the amount of your next Class A investment to determine if your additional investment will qualify for a reduced sales charge. The value of the Class A shares you already own will be calculated by using the greater of the current value or the original investment amount.
The Combination Privilege allows you to combine the value of Class A shares you own in accounts of multiple Victory Funds (subject to limitations applicable to certain Victory Funds and excluding shares sold without a sales charge) and in accounts of household members of your immediate family (spouse or domestic partner and children under 21) to achieve a reduced sales charge on your added investment.
The Reinstatement Privilege permits an investor, within 90 days of a redemption of Class A shares of the Fund, to reinvest all or part of the redemption proceeds in the Class A shares of any Victory Fund at the NAV next computed after receipt by the transfer agent of the reinvestment order. No service charge is currently imposed on reinvestment in shares of the Fund.
The Victory Funds will completely waive the sales charge for Class A shares in the following cases:

Purchases of $1,000,000 or more.
Purchases by:

current and retired Victory Fund trustees or officers;
directors, trustees, employees, and family members of employees of the Adviser or "Affiliated Providers;" ¹ and
registered broker-dealers, financial intermediaries or their agents or affiliates who have agreements with Victory Capital Advisers, Inc., (the "Distributor"), if the shares are purchased for their own account, purchased for retirement plans of their employees or sold to registered representatives or full-time employees (or their immediate families), provided that such purchase is for one of the foregoing types of accounts;

Purchases for trust or other advisory accounts established with a financial institution and fee-based investment products or accounts.
Reinvestment of proceeds from a liquidation distribution of Class A shares of a Victory Fund held in a deferred compensation plan, agency, trust, or custody account.
Purchases by retirement plans, including Section 401 and 457 plans sponsored by a Section 501(c)(3) organization and certain non-qualified deferred compensation arrangements that operate in a similar manner to qualified plans. Investors nonetheless may be charged a fee if they effect transactions in Class A shares through a broker or agent.
Purchases by participants in the Victory Investment Program.
Purchases by participants in no transaction fee programs offered by certain broker-dealers (sometimes referred to as "supermarkets").
Purchases by financial intermediaries who have entered into an agreement with the Distributor to offer shares to self-directed investment brokerage accounts that may or may not charge a transaction fee to its customers.
Investors that have an investment account with the Adviser.

¹ Affiliated Providers are affiliates and subsidiaries of the Adviser and any organization that provides services to the Trust.

You should inform the Fund or your Investment Professional at the time of purchase of the sales charge waiver category which you believe applies.

Eligibility Requirements to Purchase Class Y Shares

Only Eligible Investors may purchase or exchange into Class Y shares of the Fund. Eligible Investors include the following:

Institutional and individual retail investors with a minimum investment in Class Y shares of $1,000,000 who purchase through certain broker-dealers or directly from the transfer agent.
Clients of state-registered or federally-registered investment advisors (RIAs), where such RIAs trade through institutional trading platforms approved by the Funds, who invest at least $2,500.
Pension, profit sharing, employee benefit and other similar plans and trusts that invest in the Funds.
Investors who purchase through select fee-based advisory programs with an approved financial intermediary. In fee-based advisory programs, a financial intermediary typically charges each investor a fee based upon the value of the account. Such transactions may be subject to additional rules or requirements of the applicable financial intermediary's program.
Purchases by:

current and retired Victory Fund trustees or officers (including the former trustees and officers of the Munder Series Trust).
directors, trustees, employees, and family members of employees of the Adviser or "Affiliated Providers". ¹
investment advisory clients of the Adviser.
investment advisors, consultants, broker-dealers and other financial intermediaries investing for their own accounts or for the accounts of their immediate family members.

¹ Affiliated Providers are affiliates and subsidiaries of the Adviser and any organization that provides services to the Trust.

How to Buy Shares

Opening an account

If you would like to open an account, you will first need to complete an Account Application.

Victory Funds
P.O. Box 182593
Columbus, OH 43218-2593

If your investment order is accepted by the Fund, an Investment Professional or other intermediary, it will be priced at the NAV next computed as described in the section entitled "Share Price."

Paying for your initial purchase

Minimum investments

If you would like to buy Class A shares, the minimum investment required to open an account is $2,500; no minimum for certain retirement plans and approved fee-based and/or advisor program and similar accounts ($1,000 for IRA accounts), with additional investments of at least $50. If you would like to buy Class Y shares, you must first be an Eligible Investor, as discussed in the section Choosing a Share Class — Eligibility Requirements to Purchase . There are no minimum investment amounts required for Class Y shares except as set forth in the Eligibility Requirements to Purchase .

There is no minimum investment required to open an account or for additional investments in Victory Simple IRAs.

Purchasing additional shares

Once you have an existing account, you can make additional investments at any time in any amount (subject to any minimums) in the following ways:

By Mail

To ensure that your additional investment is properly credited to your account, use the Investment Stub attached to your confirmation statement and send it with your check to the address indicated.
By Telephone

If you have an existing account that has been set up to receive electronic transfers, you can buy additional shares by calling Victory Funds Customer Service at 800-539-3863 between 8:00 a.m. and 6:00 p.m. (Eastern Time), Monday through Friday.
By Exchange

You may purchase shares of the Fund using the proceeds from the simultaneous redemption of shares of another Victory Fund if it is eligible for an exchange with your Fund. You may initiate an exchange online (if you are a registered user of VictoryFunds.com), by telephone, or by mail. See the section "Exchanging Shares."
Via the Internet

If you are a registered user, you may request a purchase of shares through our website at VictoryFunds.com. Your account must be set up for Automated Clearing House ("ACH") payment in order to execute online purchases.
By ACH

Your account must be set up for ACH payment in order to execute purchases online or by telephone. It takes about 15 days to set up an ACH account and only domestic member banks may be used. After your account is set up, your purchase amount can be transferred by ACH. Currently, the Fund does not charge a fee for ACH transfers but it reserves the right to charge for this service in the future. Your originating bank may charge a fee for ACH transfers.
By Wire

You may buy Fund shares by bank wire transfer of same day funds. Please call Victory Funds Customer Service at 800-539-3863 between 8:00 a.m. and 6:00 p.m. (Eastern Time), Monday through Friday for wiring instructions. Any commercial bank can transfer same-day funds by wire.

Although the transfer agent does not currently charge you for receiving same-day funds, it reserves the right to charge for this service in the future. Your bank may charge you for wiring same-day funds. You cannot buy shares for tax-qualified retirement plans by wire transfer.
By Systematic Investment Plan

To enroll in the Systematic Investment Plan, you should check this box on the Account Application or on the Account Maintenance Form. We will need your bank information and the amount ($50 or more) 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 before we will make automatic withdrawals from your bank account and invest it in shares of the Fund.

Other purchase rules you should know

Keep these addresses handy for purchases, exchanges, or redemptions.

	BY REGULAR U.S. MAIL	Victory Funds P.O. Box 182593 Columbus, OH 43218-2593
	BY OVERNIGHT MAIL	Use the following address ONLY for overnight packages: Victory Funds c/o FIS TA Operations 4249 Easton Way, Suite 400 Columbus, OH 43219 PHONE: 800-539-3863
	BY WIRE	Call 800-539-3863 BEFORE wiring money to notify the Fund that you intend to purchase shares by wire and to verify wire instructions.
	BY TELEPHONE	800-539-FUND (800-539-3863)
	ON THE INTERNET	www.VictoryFunds.com

Statements and Reports

Retirement Plans

How to Exchange Shares

Exchanges are subject to any CDSC, minimum investment limitation or eligibility requirements described in the applicable Prospectus and SAI. You may be required to provide sufficient information to establish eligibility to exchange into the new share class.
To exchange between Victory Funds, the other Victory Fund you wish to exchange into must be eligible for exchange with your Fund.
Shares of the Victory Fund selected for exchange must be available for sale in your state of residence.

If you have questions about these, or any of the Fund's other exchange policies, please consult Victory Customer Service or your Investment Professional before requesting an exchange.

Before exchanging, you should read the Prospectus of the Fund you wish to exchange into, which may be subject to different risks, fees and expenses.

Processing your exchange/conversion

Requesting an exchange

You can exchange shares of the Fund by telephone, by mail or via the Internet. You cannot exchange into an account with a different registration or tax identification number.

By Telephone

Unless you indicate otherwise on the account application, Victory Customer Service will be authorized to accept exchange instructions received by telephone.

By Mail

Send a letter of instruction signed by all registered owners or their legal representatives to the Victory Funds.

Via the Internet

You may also exchange shares via the Internet at VictoryFunds.com if you are a registered user.

Other exchange rules you should know

An exchange of Fund shares for shares of another Victory Fund constitutes a sale for tax purposes unless the exchange is made within an IRA or other tax-deferred account.

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.

BY TELEPHONE

Mail a check to the address of record;
Wire funds to a previously designated domestic financial institution;
Mail a check to a previously designated alternate address; or
Electronically transfer your redemption via ACH to a previously designated domestic financial institution.

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

Your account registration has changed within the last 15 business 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 Fund account with a different registration; or
The check or wire is being sent to a different bank account than was previously designated.

BY WIRE

BY ACH

Systematic Withdrawal Plan

Additional Information about Redemptions

Redemption proceeds from the sale of Fund shares purchased by a check or through ACH will be held until the purchase check or ACH has cleared, which may take up to 10 business days.
The Fund may postpone payment of redemption proceeds for up to seven calendar days at any time.
The Fund may suspend your right to redeem your shares in the following circumstances:

During non-routine closings of the NYSE;
When the 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
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 1.00% 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. Securities received pursuant to an in-kind redemption are subject to market risk until sold and may be subject to brokerage and other fees.
If you choose to have your redemption proceeds mailed to you and either the United States Postal Service is unable to deliver the redemption check to you or the check remains outstanding for more than six months, the Fund reserves the right to reinvest the check in shares of the Fund at its then current NAV until you give the Fund different instructions. No interest will accrue on amounts represented by uncashed redemption checks.

Distribution and Service Plans

In accordance with Rule 12b-1 of the Investment Company Act of 1940, the Trust has adopted a Distribution and Service Plan for Class A shares of the Fund.

Other Payments to Financial Intermediaries

Distributions and Taxes

Distributions can be received in one of the following ways. Please check with your Investment Professional if you are unsure of which option is right for you.

Your choice of distribution should be set up on the original Account Application. If you would like to change the option you selected, please call 800-539-FUND.

Reinvestment Option

Cash Option

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 Distributions Option

Directed Bank Account Option

Important Information about Taxes

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.

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

Qualified dividends received from the Fund by noncorporate shareholders will be taxed at long-term capital gain rates to the extent attributable to qualified dividends received by the Fund. Nonqualified dividends, dividends received by corporate shareholders and dividends from the Fund's short-term capital gains are taxable as ordinary income. Dividends from the Fund's long-term capital gains are taxable as long-term capital gains.
Dividends are treated in the same manner for U.S. federal income tax purposes whether you receive them in cash, additional shares of the Fund, or you reinvest them in shares of another Victory Fund.
An exchange of the Fund's shares for shares of another Victory Fund will be treated as a sale. When you sell or exchange shares of the Fund, you must recognize any gain or loss.
An exchange of one class of the Fund's shares for shares of another class of the same Fund generally constitutes a nontaxable exchange.
Distributions from the Fund and gains from the disposition of your shares may also be subject to state and local income tax.
An additional 3.8% Medicare tax will be imposed on certain net investment income (which includes ordinary dividends, capital gain distributions from the Fund, and gain recognized on a disposition of shares) of certain U.S. individuals, estates, and trusts.
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 by mid-February 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.
The Fund is generally required by law to provide you and the Internal Revenue Service with certain cost basis information related to the sale or redemption of any of your shares in the Fund acquired on or after January 1, 2012 (including distributions that are reinvested in additional shares of the Fund).
The Fund may be required to withhold tax from taxable distributions if you fail to give your correct social security or taxpayer identification number, fail to make required certifications, or the Fund is notified by the Internal Revenue Service that backup withholding is required.
You should review the more detailed discussion of federal income tax considerations in the SAI and consult your tax adviser regarding the federal, state, local, or foreign tax consequences resulting from your investment in the Fund.
The Fund may provide estimated capital gain distribution information through its website at VictoryFunds.com.
In the event that a Fund's direct investments in foreign securities are subject to foreign withholding taxes, the Fund's yield on those securities would generally be decreased. A Fund may elect to pass through to its shareholders the ability to claim a credit or deduction for certain foreign taxes it has paid if, at the end of its year, more than 50% of the value of the Fund's total assets are stocks or securities of foreign corporations.

Important Fund Policies

Customer Identification Program

As a result, the Fund must obtain the following information for each person who opens a new account:

Name;
Date of birth (for individuals);
Residential or business street address (although post office boxes are still permitted for mailing); and
Social security number, taxpayer identification number, or other identifying number.

Account Maintenance Information

Change of name;
Add/change banking instructions;
Add/change beneficiaries;
Add/change authorized account traders;
Adding a Power of Attorney;
Add/change Trustee; and
Uniform Transfers to Minors Act/Uniform Gifts to Minors Act custodian change.

Market Timing

The Fund's Board of Trustees has adopted policies and procedures with respect to market timing. In order to prevent or minimize market timing, the Fund will:

Employ "fair value" pricing, as described in this Prospectus under Share Price , to minimize the discrepancies between a security's market quotation and its perceived market value, which often gives rise to market timing activity; and
Monitor for suspected market timing based on "short-term transaction" activity, that is, a purchase or redemption of a Fund and, as applicable, a subsequent redemption or purchase of the same Fund, or an exchange of all or part of that same Fund.

The Fund's market timing policies and procedures may be modified or terminated at any time under the oversight of the Board.

Portfolio Holdings Disclosure

The Fund also discloses its complete portfolio holdings each calendar quarter on the Fund's website, VictoryFunds.com, no earlier than the 15th day after the quarter end.

You can find a complete description of the Fund's policies and procedures with respect to disclosure of its portfolio securities in the Fund's SAI or on the Fund's website, VictoryFunds.com.

Performance

Shareholder Communications

Other Service Providers

: Victory Capital Advisers, Inc. (the Distributor), member FINRA and SIPC, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144, serves as distributor for the continuous offering of the Fund's shares. The Distributor is an affiliate of the Adviser.; Citibank N.A., 388 Greenwich St., New York, New York 10013, serves as the custodian of the Fund's investments and cash and settles trades made by the Fund.; Victory Capital Management Inc., 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144, also serves as the administrator and fund accountant for the Fund.; Citi Fund Services Ohio, Inc., 3435 Stelzer Road, Columbus, Ohio 43219, serves as the sub-administrator and sub-fund accountant for the Fund.; FIS Investor Services LLC, 4249 Easton Way, Suite 400, Columbus, Ohio 43219, serves as the transfer agent and dividend disbursing agent for the Fund.; Ernst & Young LLP, 1900 Scripps Center, 312 Walnut Street, Cincinnati, Ohio 45202, serves as the independent registered public accounting firm for the Fund.; Morrison & Foerster LLP, 250 West 55th Street, New York, New York 10019, serves as legal counsel to the Fund.

Financial Highlights

The following financial highlights tables reflect historical information about shares of the Fund and are intended to help you understand the Fund's financial performance for the past five years.

The Fund’s financial highlights includes historical information of the Fund’s predecessor, MST Munder Emerging Markets Small Cap Fund, a separate series of Munder Series Trust managed by Munder Capital Management, for periods prior to October 31, 2014.

Trivalent Emerging Markets Small-Cap Fund

	Class A Shares
	Year Ended June 30, 2016	Year Ended June 30, 2015	Period Ended June 30, 2014(a)
Net Asset Value, Beginning of Period	$11.48	$11.39	$10.00
Investment Activities:
Net investment income(b)	0.10	0.07	0.09
Net realized and unrealized gains (losses) on investments	(1.13)	0.08	1.35
Total from Investment Activities	(1.03)	0.15	1.44
Distributions to Shareholders:
Net investment income	(0.05)	(0.06)	(0.05)
Total Distributions to Shareholders	(0.05)	(0.06)	(0.05)
Net Asset Value, End of Period	$10.40	$11.48	$11.39
Total Return (excludes sales charge) (c)	(8.93)%	1.35%	14.45%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$278	$361	$236
Ratio of net expenses to average net assets (d)	1.73%	1.73%	1.73%
Ratio of net investment income to average net assets (d)	0.95%	0.62%	0.82%
Ratio of gross expenses to average net assets (d),(e)	1.74%	7.74%	13.77%
Portfolio turnover (c),(f)	104%	97%	106%

(a) Class A Shares of the Fund commenced operations on July 2, 2013.

(b) Per share net investment income has been calculated using the average daily shares method.

(d) Annualized for periods less than one year.

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

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

	Class Y Shares
	Year Ended June 30, 2016	Year Ended June 30, 2015	Period Ended June 30, 2014(a)
Net Asset Value, Beginning of Period	$11.51	$11.41	$10.00
Investment Activities:
Net investment income(b)	0.13	0.11	0.12
Net realized and unrealized gains (losses) on investments	(1.13)	0.06	1.35
Total from Investment Activities	(1.00)	0.17	1.47
Distributions to Shareholders:
Net investment income	(0.08)	(0.07)	(0.06)
Total Distributions to Shareholders	(0.08)	(0.07)	(0.06)
Net Asset Value, End of Period	$10.43	$11.51	$11.41
Total Return (c)	(8.69)%	1.54%	14.79%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$3,671	$3,877	$2,211
Ratio of net expenses to average net assets (d)	1.48%	1.48%	1.48%
Ratio of net investment income to average net assets (d)	1.29%	1.00%	1.10%
Ratio of gross expenses to average net assets (d),(e)	2.40%	4.90%	13.11%
Portfolio turnover (c),(f)	104%	97%	106%

(a) Class Y Shares of the Fund commenced operations on July 2, 2013.

(b) Per share net investment income has been calculated using the average daily shares method.

(d) Annualized for periods less than one year.

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

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

P.O. Box 182593
Columbus, OH 43218-2593

By telephone:
Call Victory Funds at
800-539-FUND
(800-539-3863)

By mail:
Victory Funds
P.O. Box 182593
Columbus, OH 43218-2593

In person:
SEC Public Reference Room
Washington, D.C.
Call 202-551-8090 for location and hours.

By mail:
SEC Public Reference Section
Washington, D.C. 20549-1520

On the Internet:
EDGAR database at sec.gov or by email request at
publicinfo@sec.gov

Investment Company Act File Number 811-4852

VF-TEMSC-PRO (11/16)

November 1, 2016

Prospectus

Victory Trivalent International Fund — Core Equity

Class A	MAICX
Class C	MICCX
Class I	MICIX
Class R6	MAIRX
Class Y	MICYX

VictoryFunds.com
800-539-FUND
(800-539-3863)

Victory Funds

Table of Contents

Payments to Broker-Dealers and Other Financial Intermediaries

Trivalent International Fund — Core Equity Summary

Investment Objective

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

Fund Fees and Expenses

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your immediate family invest, or agree to invest in the future, at least $50,000 in the Victory Funds. More information about these and other discounts is available from your Investment Professional and in Investing with Victory on page 14 of the Fund's Prospectus and in Additional Purchase, Exchange and Redemption Information on page 40 of the Fund's Statement of Additional Information (SAI).

Shareholder Fees (paid directly from your investment)	Class A	Class C	Class I	Class R6	Class Y
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)	5.75%	NONE	NONE	NONE	NONE
Maximum Deferred Sales Charge (load) (as a percentage of the lower of purchase or sale price)	NONE ¹	1.00% ²	NONE	NONE	NONE
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.80%	0.80%	0.80%	0.80%	0.80%
Distribution (12b-1) Fees	0.25%	1.00%	0.00%	0.00%	0.00%
Other Expenses	0.75%	0.53%	3.22%	1.39%	0.48%
Acquired Fund Fees and Expenses	0.01%	0.01%	0.01%	0.01%	0.01%
Total Annual Fund Operating Expense	1.81%	2.34%	4.03%	2.20%	1.29%
Fee Waiver/Expense Reimbursement ³	(0.33)%	(0.11)%	(3.06)%	(1.23)%	(0.06)%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement ³	1.48%	2.23%	0.97%	0.97%	1.23%

² The Class C contingent deferred sales charge applies only to shares sold within 12 months of purchase.

³ Victory Capital Management Inc., the Fund's investment adviser ("Adviser"), has contractually agreed to waive its management fee and/or reimburse expenses so that the total annual operating expenses of Class A, C, I, R6 and Y shares of the Fund (excluding acquired fund fees and expenses and certain items such as interest, taxes and brokerage commissions) do not exceed 1.47%, 2.22%, 0.96%, 0.96% and 1.22%, respectively, until at least October 31, 2017, October 31, 2017, October 31, 2017, October 31, 2018, and October 31, 2017, respectively. The Adviser is permitted to recoup advisory fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place, (including any amounts waived or reimbursed prior to October 31, 2014 by Munder Capital Management, investment adviser to the Fund's predecessor, Munder International Fund-Core Equity, a series of Munder Series Trust) subject to the lesser of: (a) any operating expense limits in effect at the time of the original waiver or expense reimbursement; or (b) at the time of recoupment. This agreement may only be terminated by the Fund's Board of Trustees.

Example:

	1 Year	3 Years	5 Years	10 Years
Class A	$717	$1,081	$1,470	$2,554
Class C (If you sell your shares at the end of the period.)	$326	$720	$1,240	$2,668
Class I	$99	$946	$1,809	$4,041
Class R6	$99	$443	$947	$2,334
Class Y	$125	$403	$702	$1,551

The following example makes the same assumptions as the example above, except that it assumes you do not sell your shares at the end of the period.

	1 Year	3 Years	5 Years	10 Years
Class C	$226	$720	$1,240	$2,668

Portfolio Turnover:

Principal Investment Strategy

The Adviser pursues long-term growth of capital in the Fund by investing primarily in securities of companies in countries represented in the MSCI ACWI ex USA Index, but may also invest in companies from other countries.

Under normal circumstances, at least 80% of the Fund's net assets will be invested in equity securities (i.e., common stocks, depositary receipts, preferred stocks, convertible securities and rights and warrants).

The Adviser employs a bottom-up investment approach that emphasizes individual stock selection. The Adviser's investment process uses a combination of quantitative and traditional qualitative, fundamental analysis to identify attractive stocks with low relative price multiples and positive trends in earnings forecasts. The stock selection process is designed to produce a diversified portfolio that, relative to the MSCI ACWI ex USA Index, tends to have a below-average price-to-earnings ratio and an above-average earnings growth trend.

The Fund's investment allocation to countries and sectors tends to closely approximate the country and sector allocations of the MSCI ACWI ex USA Index, which may focus its exposure in one or more countries, regions or sectors. The MSCI ACWI ex USA Index captures large and mid-cap representation across 22 of 23 developed markets countries (excluding the US) and 23 emerging markets countries. The Index covers approximately 85% of the global equity opportunity set outside the US. The Fund normally invests in a minimum of ten countries.

There is no limit on the market capitalization in which the Fund may invest; therefore, the Fund's investments may include small-, mid- and large-capitalization companies.

The Adviser may sell a security if it believes the price objective for the stock has been reached, if more attractive opportunities are identified, or if the fundamentals of the company deteriorate.

Principal Risks

The Fund's investments are subject to the following principal risks:

Equity Risk. The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions. A company's earnings or dividends may not increase as expected. Price changes may be temporary or last for extended periods.
Growth Investing Risk. Growth stocks may be more sensitive to changes in current or expected earnings than the values of other stocks, and they may fall out of favor if the companies' earnings growth does not meet expectations.
Foreign Securities Risk. Foreign securities could be affected by factors not present in the U.S., including expropriation, confiscation of property, and difficulties in enforcing contracts. 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 companies. Foreign securities generally experience more volatility than their domestic counterparts.
Emerging Markets Risk. The risks related to investing in foreign securities are generally greater with respect to securities of companies that conduct their business activities in emerging markets or whose securities are traded principally in emerging markets. The risks of investing in emerging markets include the risks of illiquidity, increased price volatility, smaller market capitalizations, less government regulation, less extensive and less frequent accounting, financial and other reporting requirements, risk of loss resulting from problems in share registration and custody, substantial economic and political disruptions and the nationalization of foreign deposits or assets.
Management Risk. The Adviser may not execute the Fund's principal investment strategy effectively.
Smaller Company Risk. Smaller companies may lose market share or profits. Smaller, less seasoned companies may lose market share or profits to a greater extent than larger, more established companies.
Value Investing Risk. Value stocks may fall out of favor with investors and may underperform growth stocks in an up market. The intrinsic value of value stocks may never be fully recognized by the market or their price may decline.

You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective.

An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) 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.

Investment Performance

The bar chart and table that follow indicate the risks of investing in the Fund. We assume reinvestment of dividends and distributions.

The table shows how the average annual total returns for Class A, Class C, Class I and Class Y shares of the Fund, including applicable maximum sales charges, compare to those of broad measure of market performance . We calculate after-tax returns using the historical highest individual federal marginal income tax rates and we do not reflect the effect of state and local taxes. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant if you own your Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only one class and after-tax returns for other classes will vary. The Fund's past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. Updated performance information is available on the Fund's website at VictoryFunds.com.

The performance figures for Class A, Class C, Class I and Class Y shares reflect the historical performance of, respectively, the Class A, Class C, Class I and Class Y shares of the MST Munder International Fund — Core Equity, a series of Munder Series Trust (the predecessor to the Fund managed by Munder Capital Management). The Fund's performance has not been restated to reflect any differences in the expenses of the MST Munder International Fund — Core Equity. The MST Munder International Fund — Core Equity commenced operations, and the Class A, Class C, Class I and Class Y shares were first offered on August 17, 2007. Class R6 shares were first offered on March 4, 2015. Past performance information is not presented for Class R6 shares as the share class does not yet have a full calendar year of performance history.

Calendar Year Returns for Class Y Shares

YTD through 9/30/16: 4.45%
Highest/lowest quarterly results during this time period were:

Highest	21.92% (quarter ended June 30, 2009)
Lowest	-23.95% (quarter ended September 30, 2008)

Average Annual Total Returns (For the Periods ended December 31, 2015)	1 Year	5 Years	Life of Class ¹
CLASS Y
Before Taxes	-2.45%	3.58%	-1.47%
After Taxes on Distributions	-2.57%	2.91%	-1.89%
After Taxes on Distributions and Sale of Fund Shares	-0.71%	3.15%	-0.74%
CLASS A
Before Taxes	-8.30%	2.09%	-2.40%
CLASS C
Before Taxes	-4.47%	2.52%	-2.48%
CLASS I
Before Taxes	-2.35%	3.84%	-1.21%
INDEX
MSCI ACWI ex USA Index Index returns reflect no deduction for fees, expenses, or taxes, except for withholding taxes.	-5.66%	1.06%	0.43%

¹ Inception date is August 16, 2007.

Management of the Fund

Investment Adviser

Victory Capital Management Inc. ("Adviser") serves as the Fund's investment adviser. The portfolio managers primarily responsible for day-to-day management of the Fund are members of the Adviser's Trivalent Investments ("Trivalent") investment team (referred to as an investment franchise).

Portfolio Managers

Peter S. Carpenter is a Senior Portfolio Manager of Trivalent and has been the Lead Portfolio Manager of the Fund (including its predecessor fund) since its inception in 2007.

Jeffrey R. Sullivan is a Senior Portfolio Manager of Trivalent and has been a Portfolio Manager of the Fund (including its predecessor fund) since its inception in 2007.

Purchase and Sale of Fund Shares

You may redeem your shares on any day the Fund is open for business. Redemption requests may be made by telephone (with prior appropriate approval) or by mail.

Tax Information

Payments to Broker-Dealers and Other Financial Intermediaries

Additional Fund Information

Victory Capital Management Inc., which we refer to as the "Adviser" throughout the Prospectus, manages the Fund.

The Trivalent International Fund — Core Equity (the "Fund") is managed by the Adviser, who also manages other funds, each having distinct investment management objectives, strategies, risks, and policies. Together, these funds are referred to in this Prospectus as the Victory Funds or, more simply, the "Funds."

If you would like to receive additional copies of any materials, please call the Victory Funds at 800-539-FUND (800-539-3863) or please visit VictoryFunds.com.

Investments

Foreign Securities

Convertible Preferred Stock

A class of stock that pays dividends at a specified rate, has preference over common stock in the payment of dividends and the liquidation of assets, and is convertible into common stock.

Forward Currency Contracts

Futures Contracts and Options on Futures Contracts

Investment Companies

Securities Lending

Risk Factors

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

The following describes the principal risks that you may assume as an investor in the Fund.

General risks

Market risk is the risk that the market value of a security may decline in response to developments affecting individual companies and/or general economic conditions. Market risk may affect a single issuer, an industry, a sector of the economy, or the entire market. Price changes may be temporary or last for extended periods. For example, stock prices have historically fluctuated in periodic cycles.
Manager risk is the risk that the Fund's portfolio manager may implement its investment strategy in a way that does not produce the intended result.
Stock selection risk is the risk that the value of the Fund's investments may decline if the particular companies in which the Fund invests do not perform well in the market. The Adviser's investment strategy seeks to control risk by adhering to portfolio constraints relative to the Fund's benchmark. As a result, the Fund may be particularly susceptible to a general decline in the equity markets of developed and emerging markets countries outside of the U.S.

Equity risk

The value of an equity security will fluctuate in response to changes in earnings or other conditions affecting the issuer's profitability or in general market conditions. 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.

Foreign investments risk

Foreign securities, particularly those from emerging market countries and including ADRs and GDRs, tend to be more volatile and less liquid than U.S. securities. Further, foreign securities may be subject to additional risks not associated with investment in U.S. securities due to differences in the economic and political environment, the amount of available public information, the degree of market regulation, and financial reporting, accounting and auditing standards, and, in the case of foreign currency-denominated securities, fluctuations in currency exchange rates. In addition, during periods of social, political or economic instability in a country or region, the value of a foreign security could be affected by, among other things, increasing price volatility, illiquidity or the closure of the primary market on which the security is traded. In addition to foreign securities, the Fund may be exposed to foreign markets as a result of the Fund's investments in U.S. companies that have international exposure.

Emerging markets investing risk

There are greater risks involved in investing in emerging market countries than those associated with investment in developed foreign markets. The risks of investing in foreign securities generally are amplified for investments in emerging markets securities. Generally, markets in emerging market countries are less diverse and mature than those of developed countries and their political systems are less stable. Further, due to the smaller securities markets, lower trading volumes and less government regulation of securities markets in emerging market countries compared to those in developed countries, investments in emerging market securities generally are more illiquid and volatile and subject to a higher risk of settlement disruptions than investments in securities of issuers in developed countries. Consequently, emerging market securities may be subject to relatively more abrupt and severe price declines.

Growth investing risk

Growth securities might be more sensitive to changes in current or expected earnings than the values of other stocks. Growth securities may be more volatile than other stocks, causing greater fluctuations in value. A growth approach could also be impacted if the company does not realize its anticipated potential or if there is a shift in the market to favor other types of securities.

Value investing risk

Value investing attempts to identify strong companies selling at a discount from their perceived true worth. Advisers using this approach generally select stocks at prices that are, in their view, temporarily low relative to the company's earnings, assets, cash flow and dividends. Value investing is subject to the risk that a stock's intrinsic value may never be fully recognized or realized by the market, or its price may go down. In addition, there is the risk that a stock judged to be undervalued may actually be appropriately priced.

Geographic focus risk

The Fund may invest a substantial portion of its assets within one or more countries or geographic regions. When the Fund focuses its investments in a country or countries, it is particularly susceptible to the impact of market, economic, political, regulatory and other factors affecting those countries. Additionally, the Fund's performance may be more volatile when the Fund's investments are focused in a country or countries.

Smaller-cap stock risk

Small or mid-sized companies often have more limited managerial and financial resources than larger, more established companies and, therefore, may be more susceptible to market downturns or changing economic conditions. Prices of small or mid-sized companies tend to be more volatile than those of larger companies and small or mid-sized issuers may be subject to greater degrees of changes in their earnings and prospects. Since smaller company stocks typically have narrower markets and are traded in lower volumes than larger company stocks, they may be often more difficult to purchase and sell.

Derivatives risk

Derivatives, such as forward currency and futures contracts, are subject to the risk that small price movements can result in substantial gains or losses. Derivatives also entail exposure to counterparty risk, the risk of mispricing or improper valuation and the risk that changes in value of the derivative may not correlate perfectly with the relevant securities, assets, currencies or indices. The Fund "covers" its exposure to certain derivative contracts by segregating or designating liquid assets on its records sufficient to satisfy current payment obligations, which may expose the Fund to the market through both the underlying assets subject to the contract and the assets used as cover. The use of derivatives may cause the Fund to incur losses greater than those that would have occurred had derivatives not been used.

Investment company risk

The Fund's ability to achieve its investment objective may be directly related to the ability of the Underlying Funds (including ETFs) held by the Fund to meet their investment objectives. In addition, shareholders of the Fund will indirectly bear the fees and expenses of the underlying investment companies. Lack of liquidity in an ETF could result in an ETF being more volatile than the underlying portfolio of securities.

Securities lending risk

The risk in lending portfolio securities, as with other extensions of credit, consists of the possibility of loss to the Fund due to (1) the inability of the borrower to return the securities, (2) a delay in receiving additional collateral to adequately cover any fluctuations in the value of securities on loan, (3) a delay in recovery of the securities, or (4) the loss of rights in the collateral should the borrower fail financially. In addition, the Fund is responsible for any loss that might result from its investment of the borrower’s collateral. In determining whether to lend securities, the Adviser or the Fund's securities lending agent will consider relevant facts and circumstances, including the creditworthiness of the borrower.

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

Organization and Management of the Fund

The Trust's Board of Trustees has the overall responsibility for overseeing the management of the Fund.

The Investment Adviser

The Adviser is a multi-boutique asset manager comprised of multiple investment teams, referred to as investment franchises, each of which utilizes an independent approach to investing. Trivalent Investments ("Trivalent") is the investment franchise responsible for the day-to-day investment management of the Fund.

For its fiscal year ended June 30, 2016, the Fund paid advisory fees, before waivers, at an annual rate of 0.80% of the average daily net assets of the Fund.

A discussion of the Board's most recent considerations in approving the Advisory Agreement is available in the Fund's semi-annual report for the period ended December 31, 2015.

Portfolio Management

Peter S. Carpenter is the Lead Portfolio Manager, and Jeffrey R. Sullivan is a Co-Portfolio Manager of the Munder International Fund — Core Equity. Mr. Carpenter has final investment authority for the Fund.

Mr. Carpenter is a Senior Portfolio Manager of Trivalent and has been with the Adviser since 2014. From 2007-2014, Mr. Carpenter was a Senior Portfolio Manager of Munder Capital Management, where he a member of the portfolio management team of the Fund's predecessor fund since 2007. Mr. Carpenter is a CFA charterholder.

Mr. Sullivan is a Senior Portfolio Manager of Trivalent and has been with the Adviser or an affiliate since 2014. From 2007-2014, Mr. Sullivan was a Senior Portfolio Manager of Munder Capital Management, where he a member of the portfolio management team of the Fund's predecessor fund since 2007. Mr. Sullivan is a CFA charterholder.

Investing with Victory

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

If you are looking for a convenient way to open an account or to add money to an existing account, we can help. The sections that follow will serve as a guide to your investments with the Victory Funds. Choosing a Share Class will help you decide whether it would be more to your advantage to buy Class A, Class C, Class I, Class R6 or Class Y shares of the Fund. Class I and Class Y shares, however, are available for purchase only by eligible shareholders. The following sections describe how to open an account directly with us, how to access information about your account, and how to buy, exchange and sell shares of the Fund. Note, this information will vary if you invest through a third party Investment Professional such as a brokerage firm and will be dependent on that firm's policies and practices. Consult your Investment Professional for specific details.

Important information about sales load breakpoints

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.

Trading in the security has been halted;
The market quotation for the security is clearly erroneous due to a clerical error;
The security's liquidity decreases such that, in the Adviser's opinion, the market quotation has become stale; or
An event occurs after the close of the trading market (but before the Fund's NAV is calculated) that, in the Adviser's opinion, materially affects the value of the security.

Choosing a Share Class

CLASS A

Front-end sales charge, as described in this section. There are several ways to reduce or eliminate this charge.
A contingent deferred sales charge (CDSC) may be imposed if you sell your shares within twelve months of their purchase.
Class A shares also pay ongoing distribution and/or service (12b-1) fees.
Lower annual expenses than Class C shares.

CLASS C

No front-end sales charge. All your money goes to work for you right away.
A CDSC may be imposed if you sell your shares within twelve months of their purchase.
Class C shares also pay ongoing distribution and/or service (12b-1) fees.
Higher annual expenses than all other classes of shares.

CLASS I

No front-end sales charge or CDSC. All your money goes to work for you right away.
Class I shares do not pay any ongoing distribution and/or service (12b-1) fees.
Class I shares are only available to certain investors.
Lower annual expenses than Class A, Class C and Class Y shares.

CLASS R6

No front-end sales charge or CDSC. All your money goes to work for you right away.
Class R6 shares do not pay any ongoing distribution and/or service (12b-1) fees.
Class R6 shares are only available to certain investors.
Lower annual expenses than Class A, Class C and Class Y shares.

CLASS Y

No front-end sales charge or CDSC. All your money goes to work for you right away.
Class Y shares do not pay any ongoing distribution and/or service (12b-1) fees.
Class Y shares are only available to certain investors.
Lower annual expenses than all classes except Class I and Class R6 shares.

Share Classes

The Fund offers Class A, Class C, Class I, Class R6 and Class Y shares. Each share class represents investments in the same portfolio of securities, but each class has its own sales charge and expense structure, allowing you and your Investment Professional to choose the class that best suits your investment needs. When you purchase shares of the Fund, you must choose a share class.

Also, not all Victory Funds offer all classes of shares, and some classes of shares are available for purchase only by eligible shareholders.

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.

The Fund or any class may be terminated at any time for failure to achieve an economical level of assets or for other reasons.

Calculation of Sales Charges for Class A Shares

For historical expense information, see the "Financial Highlights" at the end of this Prospectus.

Your Investment in the Fund	Sales Charge as a % of Offering Price	Sales Charge as a % of 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 ¹	0.00%	0.00%

Sales Charge Reductions and Waivers for Class A Shares

There are several ways you can combine multiple purchases of Class A shares of the Victory Funds to take advantage of reduced sales charges and, in some cases, eliminate sales charges.

You may reduce or eliminate the sales charge in the following cases:

Purchases sufficient to reach a breakpoint (see Investing with Victory — Important information about sales load breakpoints ).
If you anticipate purchasing $50,000 or more of shares of the Fund, or in combination with Class A shares of other Victory Funds (excluding those Funds that do not impose a sales charge), within a 13-month period, you may obtain the shares at the same reduced sales charge as though the total quantity were invested in one lump sum. In order to qualify for the reduced sales charge, you must file a non-binding Letter of Intent (the "Letter") within 90 days of the start of the purchases. Each investment you make after signing the Letter will be entitled to the sales charge applicable to the total investment indicated in the Letter. You must start with a minimum initial investment of at least 5.00% of the total amount you intend to purchase. A portion of the shares purchased under the Letter will be held in escrow until the total investment has been completed. In the event the Letter is not completed, sufficient escrowed shares will be redeemed to pay any applicable front-end sales charges.
Rights of Accumulation allow you to add the value of any Class A shares of the Fund that you already own (excluding shares sold without a sales charge) to the amount of your next Class A investment to determine if your additional investment will qualify for a reduced sales charge. The value of the Class A shares you already own will be calculated by using the greater of the current value or the original investment amount.
The Combination Privilege allows you to combine the value of Class A shares you own in accounts of multiple Victory Funds (subject to limitations applicable to certain Victory Funds and excluding shares sold without a sales charge) and in accounts of household members of your immediate family (spouse or domestic partner and children under 21) to achieve a reduced sales charge on your added investment.
The Reinstatement Privilege permits an investor, within 90 days of a redemption of Class A shares of the Fund, to reinvest all or part of the redemption proceeds in the Class A shares of any Victory Fund at the NAV next computed after receipt by the transfer agent of the reinvestment order. No service charge is currently imposed on reinvestment in shares of the Fund.
The Victory Funds will completely waive the sales charge for Class A shares in the following cases:

Purchases of $1,000,000 or more.
Purchases by:

current and retired Victory Fund trustees or officers;
directors, trustees, employees, and family members of employees of the Adviser or "Affiliated Providers;" ¹ and
registered broker-dealers, financial intermediaries or their agents or affiliates who have agreements with Victory Capital Advisers, Inc., (the "Distributor"), if the shares are purchased for their own account, purchased for retirement plans of their employees or sold to registered representatives or full-time employees (or their immediate families), provided that such purchase is for one of the foregoing types of accounts;

Purchases for trust or other advisory accounts established with a financial institution and fee-based investment products or accounts.
Reinvestment of proceeds from a liquidation distribution of Class A shares of a Victory Fund held in a deferred compensation plan, agency, trust, or custody account.
Purchases by retirement plans, including Section 401 and 457 plans sponsored by a Section 501(c)(3) organization and certain non-qualified deferred compensation arrangements that operate in a similar manner to qualified plans. Investors nonetheless may be charged a fee if they effect transactions in Class A shares through a broker or agent.
Purchases by participants in the Victory Investment Program.
Purchases by participants in no transaction fee programs offered by certain broker-dealers (sometimes referred to as "supermarkets").
Purchases by financial intermediaries who have entered into an agreement with the Distributor to offer shares to self-directed investment brokerage accounts that may or may not charge a transaction fee to its customers.
Investors that have an investment account with the Adviser.

¹ Affiliated Providers are affiliates and subsidiaries of the Adviser and any organization that provides services to the Trust.

You should inform the Fund or your Investment Professional at the time of purchase of the sales charge waiver category which you believe applies.

Calculation of Sales Charges for Class C Shares

Individual purchases of $1,000,000 and above will automatically be made in Class A shares of the Fund.

Eligibility Requirements to Purchase Class I Shares

Only Eligible Investors may purchase or exchange into Class I shares of the Fund. Eligible Investors include the following:

Institutional and individual retail investors with a minimum investment in Class I shares of $2,000,000 who purchase through certain broker-dealers or directly from the transfer agent;
Retirement plans, including Section 401 and 457 plans, section 403 plans sponsored by a section 501(c)(3) organization and certain non-qualified deferred compensation arrangements that operate in a similar manner to qualified plans;
Investors in select fee based programs;
Current and retired Fund trustees or officers;
Directors, trustees, employees, and family members of employees of the Adviser or "Affiliated Providers;" ¹
Purchases by participants in the Victory Investment Program; and
Brokers (and their sales representatives) where those brokers have agreements with the Distributor to sell shares of the Fund.

¹ Affiliated Providers are affiliates and subsidiaries of the Adviser and any organization that provides services to the Trust.

Eligibility Requirements to Purchase Class R6 Shares

Class R6 shares may only be purchased by:

Retirement plans, including Section 401 and 457 plans, section 403 plans sponsored by a section 501(c)(3) organization and certain non-qualified deferred compensation arrangements that operate in a similar manner to qualified plans.

Eligibility Requirements to Purchase Class Y Shares

Only Eligible Investors may purchase or exchange into Class Y shares of the Fund. Eligible Investors include the following:

Institutional and individual retail investors with a minimum investment in Class Y shares of $1,000,000 who purchase through certain broker-dealers or directly from the transfer agent.
Clients of state-registered or federally-registered investment advisors (RIAs), where such RIAs trade through institutional trading platforms approved by the Funds, who invest at least $2,500.
Pension, profit sharing, employee benefit and other similar plans and trusts that invest in the Fund.
Investors who purchase through select fee-based advisory programs with an approved financial intermediary. In fee-based advisory programs, a financial intermediary typically charges each investor a fee based upon the value of the account. Such transactions may be subject to additional rules or requirements of the applicable financial intermediary's program.
Purchases by:

current and retired Victory Fund trustees or officers (including the former trustees and officers of the Munder Series Trust).
directors, trustees, employees, and family members of employees of the Adviser or "Affiliated Providers". ¹
investment advisory clients of the Adviser.
investment advisors, consultants, broker-dealers and other financial intermediaries investing for their own accounts or for the accounts of their immediate family members.

¹ Affiliated Providers are affiliates and subsidiaries of the Adviser and any organization that provides services to the Trust.

How to Buy Shares

Opening an account

If you would like to open an account, you will first need to complete an Account Application.

Victory Funds
P.O. Box 182593
Columbus, OH 43218-2593

If your investment order is accepted by the Fund, an Investment Professional or other intermediary, it will be priced at the NAV next computed as described in the section entitled "Share Price."

Paying for your initial purchase

Minimum investments

If you would like to buy Class A or Class C shares, the minimum investment required to open an account is $2,500; no minimum for certain retirement plans and approved fee-based and/or advisor program and similar accounts ($1,000 for IRA accounts), with additional investments of at least $50. If you would like to buy Class I, Class R6 or Class Y shares, you must first be an Eligible Investor, as discussed in the section Choosing a Share Class — Eligibility Requirements to Purchase . There are no minimum investment amounts required for Class I, Class R6 or Class Y shares except as set forth in the Eligibility Requirements to Purchase .

There is no minimum investment required to open an account or for additional investments in Victory Simple IRAs.

Purchasing additional shares

Once you have an existing account, you can make additional investments at any time in any amount (subject to any minimums) in the following ways:

By Mail

To ensure that your additional investment is properly credited to your account, use the Investment Stub attached to your confirmation statement and send it with your check to the address indicated.
By Telephone

If you have an existing account that has been set up to receive electronic transfers, you can buy additional shares by calling Victory Funds Customer Service at 800-539-3863 between 8:00 a.m. and 6:00 p.m. (Eastern Time), Monday through Friday.
By Exchange

You may purchase shares of the Fund using the proceeds from the simultaneous redemption of shares of another Victory Fund if it is eligible for an exchange with your Fund. You may initiate an exchange online (if you are a registered user of VictoryFunds.com), by telephone, or by mail. See the section "Exchanging Shares."
Via the Internet

If you are a registered user, you may request a purchase of shares through our website at VictoryFunds.com. Your account must be set up for Automated Clearing House ("ACH") payment in order to execute online purchases.
By ACH

Your account must be set up for ACH payment in order to execute purchases online or by telephone. It takes about 15 days to set up an ACH account and only domestic member banks may be used. After your account is set up, your purchase amount can be transferred by ACH. Currently, the Fund does not charge a fee for ACH transfers but it reserves the right to charge for this service in the future. Your originating bank may charge a fee for ACH transfers.
By Wire

You may buy Fund shares by bank wire transfer of same day funds. Please call Victory Funds Customer Service at 800-539-3863 between 8:00 a.m. and 6:00 p.m. (Eastern Time), Monday through Friday for wiring instructions. Any commercial bank can transfer same-day funds by wire.

Although the transfer agent does not currently charge you for receiving same-day funds, it reserves the right to charge for this service in the future. Your bank may charge you for wiring same-day funds. You cannot buy shares for tax-qualified retirement plans by wire transfer.
By Systematic Investment Plan

To enroll in the Systematic Investment Plan, you should check this box on the Account Application or on the Account Maintenance Form. We will need your bank information and the amount ($50 or more) 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 before we will make automatic withdrawals from your bank account and invest it in shares of the Fund.

Other purchase rules you should know

Keep these addresses handy for purchases, exchanges, or redemptions.

	BY REGULAR U.S. MAIL	Victory Funds P.O. Box 182593 Columbus, OH 43218-2593
	BY OVERNIGHT MAIL	Use the following address ONLY for overnight packages: Victory Funds c/o FIS TA Operations 4249 Easton Way, Suite 400 Columbus, OH 43219 PHONE: 800-539-3863
	BY WIRE	Call 800-539-3863 BEFORE wiring money to notify the Fund that you intend to purchase shares by wire and to verify wire instructions.
	BY TELEPHONE	800-539-FUND (800-539-3863)
	ON THE INTERNET	www.VictoryFunds.com

Statements and Reports

Retirement Plans

How to Exchange Shares

Exchanges are subject to any CDSC, minimum investment limitation or eligibility requirements described in the applicable Prospectus and SAI. You may be required to provide sufficient information to establish eligibility to exchange into the new share class.
To exchange between Victory Funds, the other Victory Fund you wish to exchange into must be eligible for exchange with your Fund.
Shares of the Victory Fund selected for exchange must be available for sale in your state of residence.

If you have questions about these, or any of the Fund's other exchange policies, please consult Victory Customer Service or your Investment Professional before requesting an exchange.

Before exchanging, you should read the Prospectus of the Fund you wish to exchange into, which may be subject to different risks, fees and expenses.

Class C share conversion

Processing your exchange/conversion

Requesting an exchange

You can exchange shares of the Fund by telephone, by mail or via the Internet. You cannot exchange into an account with a different registration or tax identification number.

By Telephone

Unless you indicate otherwise on the account application, Victory Customer Service will be authorized to accept exchange instructions received by telephone.

By Mail

Send a letter of instruction signed by all registered owners or their legal representatives to the Victory Funds.

Via the Internet

You may also exchange shares via the Internet at VictoryFunds.com if you are a registered user.

Other exchange rules you should know

An exchange of Fund shares for shares of another Victory Fund constitutes a sale for tax purposes unless the exchange is made within an IRA or other tax-deferred account.

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.

BY TELEPHONE

Mail a check to the address of record;
Wire funds to a previously designated domestic financial institution;
Mail a check to a previously designated alternate address; or
Electronically transfer your redemption via ACH to a previously designated domestic financial institution.

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

Your account registration has changed within the last 15 business 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 Fund account with a different registration; or
The check or wire is being sent to a different bank account than was previously designated.

BY WIRE

BY ACH

Systematic Withdrawal Plan

Additional Information about Redemptions

Redemption proceeds from the sale of Fund shares purchased by a check or through ACH will be held until the purchase check or ACH has cleared, which may take up to 10 business days.
The Fund may postpone payment of redemption proceeds for up to seven calendar days at any time.
The Fund may suspend your right to redeem your shares in the following circumstances:

During non-routine closings of the NYSE;
When the 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
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 1.00% 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. Securities received pursuant to an in-kind redemption are subject to market risk until sold and may be subject to brokerage and other fees.
If you choose to have your redemption proceeds mailed to you and either the United States Postal Service is unable to deliver the redemption check to you or the check remains outstanding for more than six months, the Fund reserves the right to reinvest the check in shares of the Fund at its then current NAV until you give the Fund different instructions. No interest will accrue on amounts represented by uncashed redemption checks.

Distribution and Service Plans

In accordance with Rule 12b-1 of the Investment Company Act of 1940, the Trust has adopted Distribution and Service Plans for Class A shares and Class C shares of the Fund.

Other Payments to Financial Intermediaries

Distributions and Taxes

Distributions can be received in one of the following ways. Please check with your Investment Professional if you are unsure of which option is right for you.

Your choice of distribution should be set up on the original Account Application. If you would like to change the option you selected, please call 800-539-FUND.

Reinvestment Option

Cash Option

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 Distributions Option

Directed Bank Account Option

Important Information about Taxes

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.

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

Qualified dividends received from the Fund by noncorporate shareholders will be taxed at long-term capital gain rates to the extent attributable to qualified dividends received by the Fund. Nonqualified dividends, dividends received by corporate shareholders and dividends from the Fund's short-term capital gains are taxable as ordinary income. Dividends from the Fund's long-term capital gains are taxable as long-term capital gains.
Dividends are treated in the same manner for U.S. federal income tax purposes whether you receive them in cash, additional shares of the Fund, or you reinvest them in shares of another Victory Fund.
An exchange of the Fund's shares for shares of another Victory Fund will be treated as a sale. When you sell or exchange shares of the Fund, you must recognize any gain or loss.
An exchange of one class of the Fund's shares for shares of another class of the same Fund generally constitutes a nontaxable exchange.
Distributions from the Fund and gains from the disposition of your shares may also be subject to state and local income tax.
An additional 3.8% Medicare tax will be imposed on certain net investment income (which includes ordinary dividends, capital gain distributions from the Fund, and gain recognized on a disposition of shares) of certain U.S. individuals, estates, and trusts.
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 by mid-February 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.
The Fund is generally required by law to provide you and the Internal Revenue Service with certain cost basis information related to the sale or redemption of any of your shares in the Fund acquired on or after January 1, 2012 (including distributions that are reinvested in additional shares of the Fund).
The Fund may be required to withhold tax from taxable distributions if you fail to give your correct social security or taxpayer identification number, fail to make required certifications, or the Fund is notified by the Internal Revenue Service that backup withholding is required.
You should review the more detailed discussion of federal income tax considerations in the SAI and consult your tax adviser regarding the federal, state, local, or foreign tax consequences resulting from your investment in the Fund.
The Fund may provide estimated capital gain distribution information through its website at VictoryFunds.com.
In the event that a Fund's direct investments in foreign securities are subject to foreign withholding taxes, the Fund's yield on those securities would generally be decreased. A Fund may elect to pass through to its shareholders the ability to claim a credit or deduction for certain foreign taxes it has paid if, at the end of its year, more than 50% of the value of the Fund's total assets are stocks or securities of foreign corporations.

Important Fund Policies

Customer Identification Program

As a result, the Fund must obtain the following information for each person who opens a new account:

Name;
Date of birth (for individuals);
Residential or business street address (although post office boxes are still permitted for mailing); and
Social security number, taxpayer identification number, or other identifying number.

Account Maintenance Information

Change of name;
Add/change banking instructions;
Add/change beneficiaries;
Add/change authorized account traders;
Adding a Power of Attorney;
Add/change Trustee; and
Uniform Transfers to Minors Act/Uniform Gifts to Minors Act custodian change.

Market Timing

The Fund's Board of Trustees has adopted policies and procedures with respect to market timing. In order to prevent or minimize market timing, the Fund will:

Employ "fair value" pricing, as described in this Prospectus under Share Price , to minimize the discrepancies between a security's market quotation and its perceived market value, which often gives rise to market timing activity; and
Monitor for suspected market timing based on "short-term transaction" activity, that is, a purchase or redemption of a Fund and, as applicable, a subsequent redemption or purchase of the same Fund, or an exchange of all or part of that same Fund.

The Fund's market timing policies and procedures may be modified or terminated at any time under the oversight of the Board.

Portfolio Holdings Disclosure

The Fund also discloses its complete portfolio holdings each calendar quarter on the Fund's website, VictoryFunds.com, no earlier than the 15th day after the quarter end.

You can find a complete description of the Fund's policies and procedures with respect to disclosure of its portfolio securities in the Fund's SAI or on the Fund's website, VictoryFunds.com.

Performance

Shareholder Communications

Other Service Providers

: Victory Capital Advisers, Inc. (the Distributor), member FINRA and SIPC, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144, serves as distributor for the continuous offering of the Fund's shares. The Distributor is an affiliate of the Adviser.; Citibank N.A., 388 Greenwich St., New York, New York 10013, serves as the custodian of the Fund's investments and cash and settles trades made by the Fund.; Victory Capital Management Inc., 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144, also serves as the administrator and fund accountant for the Fund.; Citi Fund Services Ohio, Inc., 3435 Stelzer Road, Columbus, Ohio 43219, serves as the sub-administrator and sub-fund accountant for the Fund.; FIS Investor Services LLC, 4249 Easton Way, Suite 400, Columbus, Ohio 43219, serves as the transfer agent and dividend disbursing agent for the Fund.; Ernst & Young LLP, 1900 Scripps Center, 312 Walnut Street, Cincinnati, Ohio 45202, serves as the independent registered public accounting firm for the Fund.; Morrison & Foerster LLP, 250 West 55th Street, New York, New York 10019, serves as legal counsel to the Fund.

Financial Highlights

The following financial highlights tables reflect historical information about shares of the Fund and are intended to help you understand the Fund's financial performance for the past five years.

The Fund’s financial highlights includes historical information of the Fund’s predecessor, MST Munder International Fund — Core Equity, a separate series of Munder Series Trust managed by Munder Capital Management, for periods prior to October 31, 2014.

Trivalent International Fund — Core Equity

	Class A Shares
	Year Ended June 30, 2016	Year Ended June 30, 2015	Year Ended June 30, 2014	Year Ended June 30, 2013	Year Ended June 30, 2012
Net Asset Value, Beginning of Period	$7.01	$7.21	$6.11	$5.61	$7.09
Investment Activities:
Net investment income(a)	0.08	0.09	0.10	0.12	0.12
Net realized and unrealized gains (losses) on investments	(0.86)	(0.22)	1.36	0.95	(1.27)
Total from Investment Activities	(0.78)	(0.13)	1.46	1.07	(1.15)
Distributions to Shareholders:
Net investment income	(0.10)	(0.07)	(0.15)	(0.50)	(0.33)
Net realized gains from investments	—	—	(0.21)	(0.07)	—
Total Distributions to Shareholders	(0.10)	(0.07)	(0.36)	(0.57)	(0.33)
Capital Contributions from Prior Custodian, Net	0.05	—	—	—	—
Net Asset Value, End of Period	$6.18	$7.01	$7.21	$6.11	$5.61
Total Return (excludes sales charge)	(10.43)%(b)	(1.72)%	24.25%	19.59%	(15.88)%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$4,687	$5,885	$6,156	$6,541	$184
Ratio of net expenses to average net assets	1.47%	1.48%(c)	1.47%	1.47%	1.47%
Ratio of net investment income to average net assets	1.31%	1.33%	1.48%	1.87%	1.99%
Ratio of gross expenses to average net assets (d)	1.80%	2.25%	2.46%	2.95%	5.78%
Portfolio turnover (e)	61%	61%	61%	108%	84%

(a) Per share net investment income has been calculated using the average daily shares method.

(b) The Fund is receiving monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was 0.76% for the year ended June 30, 2016.

(c) During the period, the Fund paid overdraft fees. Excluding these fees, the ratio of net expenses to average net assets of the year is 1.47%.

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

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

	Class C Shares
	Year Ended June 30, 2016	Year Ended June 30, 2015	Year Ended June 30, 2014	Year Ended June 30, 2013	Year Ended June 30, 2012
Net Asset Value, Beginning of Period	$6.96	$7.16	$6.06	$5.57	$7.05
Investment Activities:
Net investment income(a)	0.04	0.04	0.05	0.08	0.05
Net realized and unrealized gains (losses) on investments	(0.86)	(0.22)	1.36	0.93	(1.24)
Total from Investment Activities	(0.82)	(0.18)	1.41	1.01	(1.19)
Distributions to Shareholders:
Net investment income	(0.05)	(0.02)	(0.10)	(0.45)	(0.29)
Net realized gains from investments	—	—	(0.21)	(0.07)	—
Total Distributions to Shareholders	(0.05)	(0.02)	(0.31)	(0.52)	(0.29)
Capital Contributions from Prior Custodian, Net	0.05	—	—	—	—
Net Asset Value, End of Period	$6.14	$6.96	$7.16	$6.06	$5.57
Total Return (excludes contingent deferred sales charge)	(11.08)%(b)	(2.50)%	23.50%	18.60%	(16.63)%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$1,111	$1,283	$1,361	$1,266	$16
Ratio of net expenses to average net assets	2.22%	2.23%(c)	2.22%	2.22%	2.22%
Ratio of net investment income to average net assets	0.63%	0.57%	0.74%	1.22%	0.82%
Ratio of gross expenses to average net assets (d)	2.33%	3.64%	3.21%	3.69%	6.57%
Portfolio turnover (e)	61%	61%	61%	108%	84%

(a) Per share net investment income has been calculated using the average daily shares method.

(b) The Fund is receiving monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was 0.76% for the year ended June 30, 2016.

(c) During the period, the Fund paid overdraft fees. Excluding these fees, the ratio of net expenses to average net assets for the year is 2.22%.

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

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

	Class I Shares
	Year Ended June 30, 2016	Year Ended June 30, 2015	Year Ended June 30, 2014	Year Ended June 30, 2013	Year Ended June 30, 2012
Net Asset Value, Beginning of Period	$7.03	$7.22	$6.12	$5.61	$7.10
Investment Activities:
Net investment income(a)	0.11	0.28	0.14	0.13	0.11
Net realized and unrealized gains (losses) on investments	(0.85)	(0.37)	1.36	0.98	(1.24)
Total from Investment Activities	(0.74)	(0.09)	1.50	1.11	(1.13)
Distributions to Shareholders:
Net investment income	(0.14)	(0.10)	(0.19)	(0.53)	(0.36)
Net realized gains from investments	—	—	(0.21)	(0.07)	—
Total Distributions to Shareholders	(0.14)	(0.10)	(0.40)	(0.60)	(0.36)
Capital Contributions from Prior Custodian, Net	0.05	—	—	—	—
Net Asset Value, End of Period	$6.20	$7.03	$7.22	$6.12	$5.61
Total Return	(9.92)%(b)	(1.24)%	24.84%	20.45%	(15.55)%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$192	$246	$1	$1	$6,001
Ratio of net expenses to average net assets	0.96%	0.98%(c)	0.96%	0.96%	0.96%
Ratio of net investment income to average net assets	1.78%	3.96%	2.07%	2.19%	1.90%
Ratio of gross expenses to average net assets (d)	4.02%	8.04%	2.08%	5.63%	3.69%
Portfolio turnover (e)	61%	61%	61%	108%	84%

(a) Per share net investment income has been calculated using the average daily shares method.

(b) The Fund is receiving monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was 0.76% for the year ended June 30, 2016.

(c) During the period, the Fund paid overdraft fees. Excluding these fees, the ratio of net expenses to average net assets for the year is 0.96%.

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

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

	Class R6 Shares
	Year Ended June 30, 2016	Period Ended June 30, 2015(a)
Net Asset Value, Beginning of Period	$7.03	$6.94
Investment Activities:
Net investment income(b)	0.12	0.10
Net realized and unrealized losses on investments	(0.86)	(0.01)
Total from Investment Activities	(0.74)	0.09
Distributions to Shareholders:
Net investment income	(0.13)	—
Total Distributions to Shareholders	(0.13)	—
Capital Contributions from Prior Custodian, Net	0.05	—
Net Asset Value, End of Period	$6.21	$7.03
Total Return (c)	(9.86)%(d)	1.30%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$1,575	$1,743
Ratio of net expenses to average net assets (e)	0.96%	0.98%(f)
Ratio of net investment income to average net assets (e)	1.86%	4.22%
Ratio of gross expenses to average net assets (e),(g)	2.19%	2.70%
Portfolio turnover (c),(h)	61%	61%

(a) Class R6 Shares of the Fund commenced operations on March 4, 2015.

(b) Per share net investment income has been calculated using the average daily shares method.

(d) The Fund is receiving monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was 0.76% for the year ended June 30, 2016.

(e) Annualized for periods less than one year.

(f) The Fund paid overdraft fees. Excluding these fees, the ratio of the net expenses to average net assets for the year is 0.96%

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

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

	Class Y Shares
	Year Ended June 30, 2016	Year Ended June 30, 2015	Year Ended June 30, 2014	Year Ended June 30, 2013	Year Ended June 30, 2012
Net Asset Value, Beginning of Period	$7.00	$7.21	$6.11	$5.61	$7.09
Investment Activities:
Net investment income(a)	0.10	0.11	0.12	0.13	0.12
Net realized and unrealized gains (losses) on investments	(0.86)	(0.23)	1.36	0.95	(1.25)
Total from Investment Activities	(0.76)	(0.12)	1.48	1.08	(1.13)
Distributions to Shareholders:
Net investment income	(0.12)	(0.09)	(0.17)	(0.51)	(0.35)
Net realized gains from investments	—	—	(0.21)	(0.07)	—
Total Distributions to Shareholders	(0.12)	(0.09)	(0.38)	(0.58)	(0.35)
Capital Contributions from Prior Custodian, Net	0.05	—	—	—	—
Net Asset Value, End of Period	$6.17	$7.00	$7.21	$6.11	$5.61
Total Return	(10.19)%(b)	(1.61)%	24.57%	19.91%	15.66%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$12,958	$18,877	$21,551	$19,111	$1,969
Ratio of net expenses to average net assets	1.22%	1.23%(c)	1.22%	1.22%	1.22%
Ratio of net investment income to average net assets	1.53%	1.54%	1.75%	2.14%	2.00%
Ratio of gross expenses to average net assets (d)	1.28%	1.73%	2.21%	3.02%	5.53%
Portfolio turnover (e)	61%	61%	61%	108%	84%

(a) Per share net investment income has been calculated using the average daily shares method.

(b) The Fund is receiving monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was 0.76% for the year ended June 30, 2016.

(c) During the period, the Fund paid overdraft fees. Excluding these fees, the ratio of net expenses to average net assets for the year is 1.22%.

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

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

P.O. Box 182593
Columbus, OH 43218-2593

By telephone:
Call Victory Funds at
800-539-FUND
(800-539-3863)

By mail:
Victory Funds
P.O. Box 182593
Columbus, OH 43218-2593

In person:
SEC Public Reference Room
Washington, D.C.
Call 202-551-8090 for location and hours.

By mail:
SEC Public Reference Section
Washington, D.C. 20549-1520

On the Internet:
EDGAR database at sec.gov or by email request at
publicinfo@sec.gov

Investment Company Act File Number 811-4852

VF-TICE-PRO (11/16)

November 1, 2016

Prospectus

Victory Trivalent International Small-Cap Fund

Class A	MISAX
Class C	MCISX
Class I	MISIX
Class R6	MSSIX
Class Y	MYSIX

VictoryFunds.com
800-539-FUND
(800-539-3863)

Victory Funds

Table of Contents

Payments to Broker-Dealers and Other Financial Intermediaries