Rule 497(e)
Registration No. 33-8982
The following is important information about the Victory Portfolios and a
Special Meeting of The Victory Portfolios' shareholders. This supplemental
information should be kept with your Victory Funds prospectus.
The Victory Portfolios
Supplement Dated December 6, 1995
to the Prospectus
Prospectuses Dated March 1, 1995:
Prime Obligations Fund
Tax-Free Money Market Fund
U.S. Government Obligations Fund
Limited Term Income Fund
Government Mortgage Fund
Intermediate Income Fund
Investment Quality Bond Fund
Ohio Municipal Bond Fund
Stock Index Fund
Value Fund
Growth Fund
Balanced Fund
Diversified Stock Fund
Ohio Regional Stock Fund
Special Value Fund
International Growth Fund
Prospectuses Dated March 8, 1995, as Supplemented June 5, 1995:
Ohio Municipal Money Market Fund
Financial Reserves Fund
Fund for Income
New York Tax-Free Fund
Prospectuses dated September 1, 1995:
Institutional Money Market Fund
Government Bond Fund
National Municipal Bond Fund
Special Growth Fund
On December 1, 1995, at a Special Meeting of Shareholders of each of the
Victory Portfolios named above (the "Funds"), shareholders approved a new
investment advisory agreement between each of the Funds and KeyCorp Mutual Fund
Advisers, Inc. ("Key Advisers"), an affiliate of Society Asset Management, Inc.
("Society"). Shareholders also approved a new Investment Sub-Advisory Agreement
between Key Advisers and Society for all Funds other than the Fund for Income
and the Special Growth Fund. New Investment Sub- Advisory Agreements between Key
Advisers and First Albany Asset Management Corporation, and between Key Advisers
and T. Rowe Price Associates, Inc. were also approved for the Fund for Income
and the Special Growth Fund, respectively. All new agreements will become
effective January 1, 1996. From the fees paid by the Funds under the investment
advisory agreement, Key Advisers bears the responsibility for payment of sub-
advisory fees to the sub-advisor. The Funds will not bear any increase in fees.
Key Advisers, a wholly owned subsidiary of KeyCorp Asset Management
Holdings, Inc., and an indirect subsidiary of KeyCorp, is a registered
investment adviser under the Investment Advisers Act of 1940. Key Advisers and
its affiliates manage approximately $37 billion for numerous clients including
large corporate and public retirement plans, Taft-Hartley plans, foundations and
endowments, high net worth individuals and mutual funds.
