RULE 497(E)
REGISTRATION NO.: 33-8982
THE VICTORY PORTFOLIOS
SUPPLEMENT DATED JULY 3, 1996
TO THE PROSPECTUS
PROSPECTUSES DATED FEBRUARY 1, 1996: PROSPECTUSES DATED MARCH 1, 1996:
Balanced Fund Growth Fund
Diversified Stock Fund Institutional Money Market Fund
International Growth Fund Intermediate Income Fund
Ohio Regional Stock Fund Investment Quality Bond Fund
Special Value Fund Limited Term Income Fund
U.S. Government Obligations Fund - Select National Municipal Bond Fund
U.S. Government Obligations Fund - Investor New York Tax-Free Fund
Ohio Municipal Bond Fund
PROSPECTUSES DATED MARCH 1, 1996: Prime Obligations Fund
Financial Reserves Fund Stock Index Fund
Fund for Income Tax-Free Money Market Fund
Government Bond Fund Value Fund
Government Mortgage Fund
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 each of the Victory Portfolios named above (the
"Funds"). 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. The following information replaces or is in
addition to current information contained in the respective Victory Funds
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)
Forfurther credit to Account # (insert your account
number, name and control number assigned by the
Transfer Agent
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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 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 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 prospectuses for the Funds 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.
