Rule 497(e)
Registration No. 33-8982
The Victory Portfolios
Supplement Dated December 11, 1996
to the Statement of Additional Information ("SAI")
SAIS DATED JULY 30, 1996 SAIS DATED MARCH 1, 1996
Balanced Fund (as supplemented August 8, 1996)
Diversified Stock Fund Fund for Income
International Growth Fund Government Bond Fund
Ohio Regional Stock Fund Government Mortgage Fund
Special Value Fund Growth Fund
Intermediate Income Fund
Investment Quality Bond Fund
Limited Term Income Fund
National Municipal Bond Fund
New York Tax-Free Fund
Ohio Municipal Bond Fund
Special Growth Fund
Stock Index Fund
Value Fund
Effective December 6, 1996, the following information replaces the third
paragraph under the section entitled "Additional Purchase, Exchange and
Redemption Information" in the SAI:
"The Victory Portfolios has elected, pursuant to Rule 18f-1 under the
1940 Act, to redeem shares of each Fund solely in cash up to the lesser
of $250,000 or 1% of the net asset value of the Fund during any 90-day
for any one shareholder. The remaining portion of the redemption may be
made in securities or other property, valued for this purpose as they
are valued in computing the net asset value of each class of the Fund.
Shareholders receiving securities or other property on redemption may
realize a gain or loss for tax purposes and may incur additional costs
as well as the associated inconveniences of holding and/or disposing of
such securities or other property."
Please keep this Supplement with your SAI. Investors wishing to obtain more
information, please call the Transfer Agent without charge at 800-KEY-FUND.
