Victory High Yield Fund - Class Y (RSYYX) DEFA14A Additional proxy soliciting materials

Definitive Additional Materials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     )
Filed by the Registrant  x
Filed by a Party other than the Registrant  o
Check the appropriate box:
o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o	Definitive Proxy Statement
x	Definitive Additional Materials
o	Soliciting Material under §240.14a-12
THE VICTORY PORTFOLIOS
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)		Title of each class of securities to which transaction applies:
	(2)		Aggregate number of securities to which transaction applies:
	(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)		Proposed maximum aggregate value of transaction:
	(5)		Total fee paid:
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

Proxy Underway for The Victory Portfolios:  Shareholder Vote Requested

May 13, 2013

Dear Shareholder:

Thank you for your continued investment with the Victory Funds.  I am following up on recent communications to request your support in an important proxy vote regarding the Funds.

Our records indicate that we have not yet received your vote in connection with the change of control described below and additional items on the shareholder meeting agenda. We would greatly appreciate you taking a few moments to vote your shares by telephone by contacting us toll-free at 1.866.796.3441 between 9:00 am and 10:00 pm Eastern Time Monday through Friday.  Please be prepared to reference the number listed below at the time of the call.

We apologize for the inconvenience of this proxy solicitation, and appreciate your assistance in helping the Victory Funds as they seek to reach the required majority vote.

By way of additional background, as we communicated in earlier correspondence, Victory Capital Management Inc. (the “Adviser”) currently serves as investment adviser to each of the Victory Funds.   KeyCorp, the parent of the Funds’ Adviser, entered into an agreement to sell the Adviser and the Distributor to a private equity fund sponsored by Crestview Partners.  Shareholders are NOT being asked to approve that Transaction, rather Fund shareholders are being asked to vote on certain proposals, some of which are presented as a result of the Transaction. You are being asked to vote separately for each account you have with The Victory Portfolios.

These developments, we believe, are very positive for the Victory Funds. Subject to shareholder approval, Victory Capital Management Inc. would be able to maintain continuity in terms of philosophies and processes guiding the management of the Victory Funds.

Again, we appreciate your ongoing investment and your patience with this process. As we move forward into this next chapter, we will strive to reward our shareholders with outstanding performance and service.

Sincerely,
Michael D. Policarpo , II
President,	REF #: 12345678
The Victory Portfolios