RULE 497(E)
REGISTRATION NO.: 33-8982
The Victory Portfolios
Special Growth Fund (the "Fund")
Supplement Dated July 3, 1996
to the Prospectus Dated March 1, 1996
Effective July 15, 1996, State Street Bank and Trust Company, 225 Franklin
Street, Boston, Mass. 02110-3875 ("State Street" or the "Transfer Agent") will
serve as the Transfer Agent for the Fund. Boston Financial Data Services, Inc.,
Two Heritage Drive, Quincy, Mass. 02171 ("BFDS") will serve as the dividend
disbursing agent and shareholder servicing agent for the Fund. The following
information replaces or is in addition to current information contained in the
Fund's prospectus concerning the Transfer Agent, account services, and how to
purchase, exchange and redeem fund shares.
o TELEPHONE NUMBER:
The telephone number will REMAIN THE SAME: 800-539-FUND or 800-539-3863.
o On page 1 of the Prospectus, the last two sentences of the first paragraph
is replaced by the following:
"BISYS Fund Services is the Fund's administrator (the "Administrator").
BISYS Fund Services is the Fund's distributor (the "Distributor")."
Under the Section titled "HOW TO INVEST, EXCHANGE AND REDEEM":
o BY MAIL:
The name and address for purchases, exchanges and redemptions will change
to:
Victory Funds
P. O. Box 8527
Boston, MA 02266-8527
BY WIRE:
YOU MUST CALL THE TRANSFER AGENT BEFORE WIRING FUNDS. Federal Funds should
be wired to:
State Street Bank and Trust Company
ABA # 01100028
For Credit to DDA Account # 9905-201-1
The Victory (name of Fund)
For further credit to Account # (insert your account number, name and
control number assigned by the Transfer Agent
o The following paragraph should be added under "Investment Requirements":
"All purchases made by check should be in U.S. dollars and made payable to
the Victory Funds, or in the case of a retirement account, the custodian or
trustee. Third party checks will not be accepted. When purchases are made by
check or periodic account investment, redemptions will not be allowed until the
investment being redeemed has been in the account for 15 calendar days."
o The following sentence replaces the third sentence of the paragraph under
"Systematic Investment Plan": You must first meet the Fund's initial
investment requirement, then investments may be made monthly, quarterly,
semi-annually or annually by automatically deducting $25 or more from your
bank account.
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o The following paragraph should be added after the last paragraph under
"How to Exchange": "Key Mutual Funds, which is managed by Key Advisers and
Spears Benzak Salomon & Farrell, both affiliates of KeyCorp, is a part of the
Victory Group. BISYS Fund Services is the Administrator and Distributor for Key
Mutual Funds. Exchange privileges applicable to the Victory Group will also
apply to Key Mutual Funds.
o The first sentence in the first paragraph under "Additional Redemption
Requirements" is changed as follows:
"The Fund may delay payment on redemptions until it is reasonably satisfied
that investments made by check have been collected, which can take up to 15
days."
All other options that were available to shareholders in the "How to Invest,
Exchange and Redeem" section of the prospectus will remain the same.
Under "FUND ORGANIZATION AND FEES":
o The second paragraph under "Investment Adviser and Sub-Adviser" is replaced
in its entirety by the following":
"Key Advisers was organized as an Ohio corporation on July 27, 1995 and is
registered as an investment adviser under the Investment Advisers Act of 1940,
as amended. It is a wholly-owned subsidiary of KeyBank National Association, a
wholly-owned subsidiary of KeyCorp. Affiliates of Key Advisers manage
approximately $48 billion for numerous clients including large corporate and
public retirement plans, Taft-Hartley plans, foundations and endowments, high
net worth individuals and mutual funds."
o The first paragraph under "Administrator and Distributor" is replaced by
the following sentences:
"BISYS Fund Services is the administrator for the Fund. BISYS Fund Services
is the Fund's principal underwriter and Distributor."
o Replace the first paragraph under "Transfer Agent" in its entirety with the
following:
"State Street Bank and Trust Company, 225 Franklin Street, Boston, Mass.
02110-3875 ("State Street" or the "Transfer Agent") will serve as the Transfer
Agent for the Funds, and will receive a fee for such services based on various
criteria, including assets, transactions and number of accounts. Boston
Financial Data Services, Inc., Two Heritage Drive, Quincy, Mass. 02171 ("BFDS")
will serve as the dividend disbursing agent and shareholder servicing agent for
the Funds."
All references to the Transfer Agent in the prospectuses for the Fund will apply
to State Street, and all references to the Administrator and Distributor will
apply to BISYS Fund Services.
Effective June 5, 1996, the information contained in the last two paragraphs
under the heading "Investment Adviser" and Sub-Adviser" on page 20 of the
Prospectus for the Fund, is replaced in its entirety with the following:
"The person primarily responsible for the investment management of the Fund as
well as her previous experience is as follows:
PORTFOLIO MANAGING
MANAGER FUND SINCE PREVIOUS EXPERIENCE
------- ---------- -------------------
Annette Geddes June, 1996 Managing Director and
Portfolio Manager for
Spears, Benzak, Salomon &
Farrell, Inc. since 1996;
Portfolio Manager,
Steinhardt Management
Company, since 1995;
Managing Director and Head
of Small Capitalization
Growth Stocks, Trust Company
of the West, since 1987."
Please insert this supplement in the front of your prospectus for future
reference.
Investors wishing to obtain more information should call BFDS without charge at
800-539-3863.
