Rule 497(e)
Registration No. 33-8982
THE VICTORY PORTFOLIOS
SUPPLEMENT DATED AUGUST 8, 1996
TO THE STATEMENT OF ADDITIONAL INFORMATION ("SAI")
SAI DATED JANUARY 1, 1996: SAIS DATED MARCH 1, 1996:
Ohio Municipal Money Market Fund Institutional Money Market Fund
Intermediate Income Fund
SAIS DATED FEBRUARY 1, 1996: Investment Quality Bond Fund
U.S. Government Obligations Fund - Select Limited Term Income Fund
U.S. Government Obligations Fund - Investor National Municipal Bond Fund
New York Tax-Free Fund
SAIS DATED MARCH 1, 1996: Ohio Municipal Bond Fund
Financial Reserves Fund Prime Obligations Fund
Fund for Income Special Growth Fund
Government Bond Fund Stock Index Fund
Government Mortgage Fund Tax-Free Money Market Fund
Growth Fund Value Fund
Effective July 15, 1996, State Street Bank and Trust Company, 225 Franklin
Street, Boston, MA 02110-3875 ("State Street" or the "Transfer Agent") will
serve as the Transfer Agent for each of the Victory Portfolios named above (the
"Funds"). Boston Financial Data Services, Inc., Two Heritage Drive, Quincy, MA
02171 ("BFDS") will serve as the dividend disbursing agent and shareholder
servicing agent for the Funds. The following information replaces or is in
addition to current information contained in the respective Victory Funds SAI
concerning the Transfer Agent, account services, and how to purchase, exchange
and redeem fund shares.
o On page one, the information regarding ADMINISTRATOR, DISTRIBUTOR AND
TRANSFER AGENT should be replaced as follows:
ADMINISTRATOR
BISYS FUND SERVICES
DISTRIBUTOR
BISYS FUND SERVICES
TRANSFER AGENT
STATE STREET BANK AND TRUST COMPANY
o The last sentence of the first paragraph on page 1 of the SAI is
replace with the following:
"Copies of the Prospectus may be obtained by writing the Victory Funds,
at P.O. Box 8527, Boston, MA 02266-8527, or by telephoning toll free
800 KEY-FUND or 800-539-3863."
o Under "INVESTMENT ADVISER AND SUB-ADVISER" the first two paragraphs are
replace with 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. It is a wholly-owned subsidiary of KeyCorp Asset
Management Holdings, Inc., which is a wholly-owned subsidiary of
KeyBank National Association ("KeyBank"), 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.
<PAGE>
KeyCorp, a financial services holding company, is headquartered at 127
Public Square, Cleveland, Ohio 44114. As of March 31, 1996, KeyCorp had
an asset base of $65 billion, with banking offices in 26 states from
Maine to Alaska, and trust and investment offices in 16 states. KeyCorp
is the resulting entity of a merger in 1994 of Society Corporation, the
bank holding company of which KeyBank, formerly Society National Bank
was a wholly-owned subsidiary, and KeyCorp, the former bank holding
company. KeyCorp's major business activities include providing
traditional banking and associated financial services to consumer,
business and commercial markets. Its non-bank subsidiaries include
investment advisory, securities brokerage, insurance, bank credit card
processing, and leasing companies. KeyBank is the lead affiliate bank
of KeyCorp."
o Under the Section titled ADMINISTRATOR, the first sentence is replaced
with the following:
"As of July 1, 1996, BISYS Fund Services ("BISYS") is the Fund's
administrator (the "Administrator"). The Administrator assists in
supervising all operations of the Fund (other than those performed by
Key Advisers or the Sub-Adviser under the Investment Advisory Agreement
and Sub-Investment Advisory Agreement). The Winsbury Company
("Winsbury") served as the Fund's administrator prior to June 5, 1995.
Winsbury was succeeded by Concord Holding Corporation on that date.
Both entities are affiliated with BISYS."
o Under the Section titled "DISTRIBUTOR" the first sentence is replaced
with the following:
"BISYS Fund Services is the distributor (the "Distributor") for the
continuous offering of the shares of the Fund pursuant to a
Distribution Agreement between the Distributor and the Victory
Portfolios.
o Under the Section titled "TRANSFER AGENT" the first paragraph is
replaced with the following:
"State Street Bank and Trust Company ("State Street") is the transfer
agent for the Fund, and Boston Financial Data Services, Inc. ("BFDS")
is the dividend disbursing agent and shareholder servicing agent for
the Funds, pursuant to a Transfer Agency and Service Agreement. Under
its agreement with the Victory Portfolios, State Street has agreed to
(1) issue and redeem shares of the Victory Portfolios; (2) to address
and mail all communications by the Victory Portfolios to shareholders,
including reports to shareholders, dividend and distribution notices,
and proxy material for its meeting of shareholders; (3) to respond to
correspondence or inquiries by shareholders and others relating to its
duties; (4) to maintain shareholder accounts and certain sub-accounts;
and (5) to make periodic reports to the Trustees concerning the Victory
Portfolios' operations.
All references to the Transfer Agent in the SAIs for the Funds will apply to
State Street, and all references to the Administrator and Distributor will apply
to BISYS. Please insert this supplement in the front of your SAI for future
reference. Investors wishing to obtain more information should call the Transfer
Agent without charge at 800-539- 3863.
- 2 -
