RULE 497(e)
REGISTRATION NO.: 33-8982
The Victory Portfolios
Ohio Municipal Money Market Fund (the "Fund")
Supplement Dated July 3, 1996
to the Prospectus Dated January 1, 1996
Effective September 1, 1996, 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 below in order to
reflect the operating expenses that the Fund expects to incur.
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FUND EXPENSES
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The table below summarizes the expenses associated with the Fund. This standard
format was developed for use by all mutual funds to help an investor make
investment decisions. Of course, you should consider this expense information
along with other important information in this Prospectus, such as the Fund's
investment objective.
A. SHAREHOLDER TRANSACTION EXPENSE
Maximum Sales Charge Imposed on Purchases (as a percentage of the
offering price)........................................................ None
Sales Charge Imposed on Reinvested Dividends........................... None
Deferred Sales Load.................................................... None
Redemption Fees........................................................ None
Exchange Fee........................................................... None
B. ANNUAL FUND OPERATING EXPENSES AFTER EXPENSE WAIVERS AND REIMBURSEMENTS (as
a percentage of average net assets)
Management Fee (1)...................................................... 30%
Administration Fee...................................................... 15%
Other Expenses (2)...................................................... 30%
Total Fund Operating Expenses (3)....................................... 75%
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1) The investment management fee has been reduced to reflect the voluntary
waiver of a portion of the fee by Key Advisers. The maximum management fee
absent waiver is .50%.
2) Includes a maximum .25% shareholder servicing fee payable to certain
financial institutions. See "Fund Organization and Fees -- Shareholder
Servicing."
3) Without the voluntary waiver, the total operating expense ratio of the Fund
would be .95%.
C. EXAMPLE: You would pay the following expenses on a $1,000 investment in the
Fund, assuming (1) a 5% annual return and (2) redemption at the end of each time
period.
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Ohio Municipal Money Market Fund ...........$ 8 $24 $42 $93
THE PURPOSE OF THE TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE VARIOUS
COSTS AND EXPENSES THAT AN INVESTOR IN THE FUND WOULD BEAR EITHER DIRECTLY OR
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 FOR THE PERIOD ENDED OCTOBER 31, 1995 AND EXPENSES THAT THE FUND IS
EXPECTED TO INCUR DURING THE CURRENT FISCAL YEAR. THE FOREGOING EXAMPLE SHOULD
NOT BE CONSIDERED A REPRESENTATION OF ACTUAL OR EXPECTED FUND PERFORMANCE OR
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
<PAGE>
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.
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 CHECK WRITING.
You will receive a new supply of checks. Once you receive the new checks,
please destroy any old checks. If you do not receive the new checks by July 15,
1996, please call the Fund.
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."
<PAGE>
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 KeyCorp Asset Management
Holdings, Inc., which is an indirect 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 prospectus for the Fund will apply
to State Street, and all references to the Administrator and Distributor will
apply to BISYS Fund Services. 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.
