THE VICTORY PORTFOLIOS
SPECIAL GROWTH FUND (THE "FUND")
SUPPLEMENT DATED MARCH 20, 1996
TO THE PROSPECTUS DATED MARCH 1, 1996
Effective March 20, 1996, the information contained in the last two paragraphs
under the heading "Investment Adviser and Sub-Adviser" on page 20 of the
Prospectus for the Fund, is replaced in its entirety with the following:
The Investment Advisory Committee of the Sub-Adviser, which consists of Richard
T. Whitney, Donald J. Peters and K.D. Farrow, is responsible for the investment
management of the Fund. The Committee Chairman has day to day responsibility for
managing the Fund and works with the Committee in developing and executing the
Fund's investment program.
The person primarily responsible for the investment management of the Fund is
the Committee Chairman. His previous experience is as follows:
PORTFOLIO MANAGER MANAGING
MANAGER FUND SINCE PREVIOUS EXPERIENCE
- ------- ---------- -------------------
Richard T. Whitney March, 1996 Portfolio Manager, T. Rowe Price
Associates, Inc. since 1985.
Investors wishing to obtain more information should call the Fund's Transfer
Agent, Primary Funds Service Corporation, without charge at (800) 539-3863.
