Rule 497(e)
Registration No. 33-8982
The Victory Portfolios
Ohio Municipal Money Market Fund (the "Fund")
Supplement Dated September 24, 1996
to the Prospectus Dated January 1, 1996
as Supplemented July 3, 1996
Effective immediately, the following information should be added after the
second paragraph on page one of the Prospectus:
"The majority of the securities purchased by the Fund are concentrated in
securities issued by the State of Ohio; therefore, investment in the Fund may be
riskier than an investment in other types of money market funds. With respect to
75% of the Fund's total assets, the Fund may not purchase the securities of any
issuer (other than securities issued or guaranteed by the U.S. Government or any
of its agencies or instrumentalities) if, as a result, more than 5% of the
Fund's total assets would be invested in the securities of that issuer. Of the
remaining 25% of the Fund's total assets, no more than 10% may be invested in
securities of one or more issuers, and then only if they are 'first tier
securities'."
The following information replaces the last paragraph on page 8 of the
Prospectus:
"With respect to 75% of the Fund's total assets, the Fund may not purchase the
securities of any issuers (other than securities issued or guaranteed by the
U.S. Government or any of its agencies or instrumentalities) if, as a result,
more than 5% of the Fund's total assets would be invested in the securities of
any one issuer. Of the remaining 25% of the Fund's total assets, no more than
10% may be invested in securities of one or more issuers, and then only if they
are 'first tier securities';" or
The following information should be added under the heading "Investment Risks":
"A substantial portion of the portfolio securities held by the Fund is supported
by credit and liquidity enhancements from third parties, generally letters of
credit from foreign or domestic banks. Because the Fund invests in securities
backed by banks and other financial institutions, changes in the credit quality
of these institutions could cause losses to the Fund and affect its share
price."
The following paragraph should be added under the heading "Fund Organization and
Fees" and the sub-heading, "Administrator and Distributor" of the Prospectus:
"The Distributor, at its own expense, may provide cash compensation to financial
institutions and dealers in connection with sales of shares of the Fund and
shareholder servicing. This compensation is not paid for by the Fund or its
shareholders."
Please insert this Supplement in the front of your prospectus. Investors wishing
to obtain more information should call the Fund's Transfer Agent without charge
at 800-KEY-FUND.
V-SUPP-4
