Rule 497(e)
Registration No. 33-8982
The Victory Portfolios
Special Growth Fund (the "Fund")
Supplement Dated November 16, 1995
to the Prospectus dated September 1, 1995
Key Trust Company of Ohio, N.A. ("Key Trust"), a subsidiary of KeyCorp,
serves as the custodian for the Fund and receives compensation from the Fund for
the services it performs as custodian at rates to be agreed upon by the Fund
from time to time.
The information set forth under the headings "Annual Fund Operating
Expenses" and "Example" in the section of the Prospectus entitled "Summary of
Fund Expenses" has been restated on the following page in order to reflect the
operating expenses that the Fund expects to incur.
Investors wishing to obtain more information should call the Fund's
Transfer Agent, Primary Fund Service Corporation, without charge at
(800) 539-3863.
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Summary of Fund Expenses
The table below summarizes the expenses associated with the Fund. This standard
format was developed for use by all mutual funds to help you make your
investment decisions. Of course, you should consider this expense information
along with other important information set forth in the Prospectus, including
the Fund's investment objective, investment policies and risk factors, and
financial highlights.
Shareholder Transaction Expenses(1). These represent charges paid when you
purchase, redeem or exchange shares of the Fund. See "How to Invest, Exchange
and Redeem".
Maximum Sales Charge Imposed on Purchases
(as a percentage of the offering price)......... 4.75%
Sales Charge Imposed on Reinvested Dividends.... none
Deferred Sales Charge Imposed on Redemptions.... none
Redemption Fee.................................. none
Exchange Fee.................................... none
Annual Fund Operating Expenses. These are based on the Fund's estimated
expenses for the current fiscal year (as a percentage of average net assets).
Management Fees(2)........................ .83%
Administration Fees....................... .15%
Other Expenses(3)......................... .41%
Total Fund Operating Expenses(2,3)........ 1.39%
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(1) Subsidiaries, correspondents, affiliated banks and nonaffiliated banks of
KeyCorp may charge a customer's account fees for services provided in
connection with investment in the Fund. (See "How to Invest, Exchange and
Redeem" in the Prospectus.)
(2) The Management Fee has been reduced to reflect the voluntary waiver of a
portion of such fees by Society Asset Management, Inc. The Adviser has
agreed to waive a portion of its Management Fee, to the extent necessary,
to maintain the operating expense ratio of the Fund at 1.39% until at least
March 1, 1996. Absent the waiver, the Fund's maximum Management Fee would
be 1.00%, and the Fund's Total Operating Expenses would be 1.56%.
(3) These amounts include an estimate of the shareholder servicing fees the
Fund expects to pay. (See "Fund Organization and Fees - Shareholder
Servicing" in the Prospectus.)
Example: You would pay the following expenses on a $1,000 investment, assuming
(1) a 5% annual return and (2) full redemption at the end of each time period:
1 Year 3 Years 5 Years 10 Years
Special Growth Fund......... $61 $89 $120 $206
The purpose of the table above is to assist the investor in understanding the
various costs and expenses that an investor in the Fund will bear directly and
indirectly. See "Fund Organization and Fees" for a more complete discussion of
annual operating expenses of the Fund. The foregoing example is based upon
expenses that the Fund is expected to incur during its current fiscal year. THE
FOREGOING EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES, SINCE ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
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