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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24F-2
1. Name and address of issuer: The Victory Portfolios
3435 Stelzer Road
Columbus, Ohio 43219-3035
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2. Name of each series or class of funds for which this notice is filed:
See Attached
3. Investment Company Act File Number: 811-4852
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Securities Act File Number 33-8982
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4. Last day of the fiscal year for which this notice is filed:
October 31, 1995 (See Attached)
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5. Check box if this notice is being filed more than 180 days after the close
of the issuees fiscal year for purpose of reporting securities sold after the
close of the fiscal year but before termination of the issuer's 24F-2
declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24F-2 (a)(1), if
applicable:
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule 24F-2
in a prior fiscal year, but which remained unsold at the beginning of the
fiscal year
0
8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24F-2:
0
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9. Number and aggregate sale price of securities sold during the fiscal year:
Shares 8,533,656,525.820
Price $9,675,844,043.70
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10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2,
Shares 8,533,656,525.820
Price $9,675,844,043.70
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11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
Shares 31,600,064.70
Price $127,529,759.26
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during
the fiscal year in reliance on rule 24F-2 $9,675,844,043.70
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(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans: $127,529,759.26
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year: $7,544,623,997.76
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(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24F-2: ($958,111,516.30)
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(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24F-2:
$1,300,638,288.90
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(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law
or registration: /2900
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(vii) Fee Due: $448,495.96
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13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures
[ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: 12-28-95
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Martin R. Dean
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Martin R. Dean, Treasurer
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Date 12-28-95
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* Please print the name and title of the signing officer below the signature.
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THE VICTORY PORTFOLIOS
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Victory Prime Obligations
Victory US Government Obligations
Victory Tax-Free Money Market
Victory Ohio Regional Stock
Victory Diversified Stock
Victory Limited Term Income
Victory Government Mortgage
Victory Ohio Municipal Bond
Victory International Growth
Victory Growth
Victory Balanced
Victory Value
Victory Stock Index
Victory Special Value
Victory Special Growth
Victory Investment Quality Bond
Victory Intermediate Income
Victory Financial Reserves (2)
Victory Ohio Municipal Money Market (3)
Victory Fund for Income (2)
Victory Government Bond A (1)(2)
Victory Government Bond B (1)(2)
Victory Institutional Money Market A (1)(2)
Victory Institutional Money Market (Service) (1)(2)
Victory National Municipal Bond A (1)(2)
Victory National Municipal Bond B (1)(2)
Victory New York Tax-Free A (2)
Victory New York Tax-Free B (2)
1) The fiscal year end of this fund changed from April 30 to October 31
effective June 5, 1995
2) Data on Form 24f-2 represents data from June 5, 1995 to October 31, 1995
3) Data on Form 24f-2 represents data from September 1, 1995 to October 31,1995
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KRAMER, LEVIN, NAFTALIS, NESSEN, KAMIN & FRANKEL
919 THIRD AVENUE
NEW YORK, N.Y. 10022-3852
FAX
(212) 715-8000
December 26, 1995
The Victory Portfolios
3435 Stelzer Road
Columbus, Ohio 43219-3035
Re: The Victory Portfolios
File No. 33-8982: ICA No. 811-4852
Gentlemen:
We have acted as counsel to The Victory Portfolios (the "Company"), a
Massachusetts business trust created under a written Declaration of Trust dated
and executed February 5, 1986, and delivered in Boston, Massachusetts on
February 6, 1986, as amended on September 23, 1986 and October 23, 1986, and
amended and restated on September 6, 1994 and amended as of September 28, 1995
(as amended, the "Declaration of Trust"), in connection with the public
offering of the Company's transferable shares of beneficial interest without
par value, and on various other securities and general matters. The Trustees of
the Company have the powers set forth in the Declaration of Trust, subject to
the terms, provisions and conditions therein provided. Under Article V, Section
A of the Declaration of Trust, the number of shares of beneficial interest
authorized to be issued under the Declaration of Trust is unlimited and the
Trustees are authorized to divide the shares into one or more series of shares
and one or more classes thereof as they deem necessary or desirable. Under
Article V, Section A, the Trustees may issue shares of any series or class for
such consideration and on such terms as they may determine without action or
approval of shareholders.
Pursuant to Article V, Section A, the Trustees established separate
series of shares, designated as follows: Balanced Fund; Diversified Stock Fund;
Financial Reserves
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KRAMER, LEVIN, NAFTALIS, NESSEN, KAMIN & FRANKEL
The Victory Portfolios
December 26, 1995
Page 2
Fund; Fund For Income; Government Bond Fund (Class A and Class B shares);
Government Mortgage Fund; Growth Fund; Institutional Money Market Fund (Service
Class and Institutional Class shares); Intermediate Income Fund; International
Growth Fund; Investment Quality Bond Fund; Limited Term Income Fund; National
Municipal Bond Fund (Class A and Class B shares); New York Tax-Free Fund (Class
A and Class B shares); Ohio Municipal Bond Fund; Ohio Municipal Money Market
Fund; Ohio Regional Stock Fund; Prime Obligations Fund; Special Growth Fund;
Special Value Fund; Stock Index Fund; Tax-Free Money Market Fund, U.S.
Government Obligations Fund; and Value Fund (collectively, the "Funds").
Fund For Income, Financial Reserves Fund, Government Bond Fund,
Institutional Money Market Fund, National Municipal Bond Fund, New York Tax
Free Fund and Ohio Municipal Money Market Fund (the "Reorganized Funds") are the
successors to Fund For Income Portfolio, Financial Reserves Portfolio,
Government Bond Portfolio, Institutional Money Market Portfolio, National
Municipal Bond Portfolio, New York Tax-Free Portfolio and Ohio Municipal Money
Market Portfolio, respectively (the "Predecessor Funds"), which were series
portfolios of The Victory Funds (File No. 2-75736, ICA No. 811-3378). The
initial assets of the Reorganized Funds were transferred from the Predecessor
Funds on June 5, 1995 pursuant to an Agreement and Plan of Reorganization, and
the Reorganized Funds commenced operations on that date.
We note that in a letter dated April 24, 1995, the staff of the
Division of Investment Management indicated that it would not recommend
enforcement action to the Securities and Exchange Commission (the "Commission")
if the Reorganized Funds utilized the redemption credits of the Predecessor
Funds accrued prior to the reorganization. We also note that on or about
October 20, 1995, the Company filed a Notice under Rule 24f-2 with respect to
Ohio Municipal Money Market Fund, which previously had a fiscal year ended
August 31. The fiscal year of Ohio Municipal Money Market Fund was subsequently
changed to October 31, 1995 and therefore is included in the attached Notice.
We understand that, pursuant to Rule 24f-2 under the Investment Company
Act of 1940, the Company has registered an indefinite number of shares of
beneficial interest under the Securities Act of 1933. We further understand
that, pursuant to the provisions of Rule 24f-2, the Company is filing with the
Commission the Notice attached hereto making definite the registration of
shares of beneficial interest of the Company (the "Shares"), sold in reliance
upon Rule 24f-2 during the fiscal year ended October 31, 1995.
We have reviewed, insofar as it relates or pertains to the Company, the
Company's registration statement on Form N-1A filed with the Commission under
the Securities Act of 1933 and the Investment Company Act of 1940, as amended to
the date hereof, pursuant to which Shares were sold (the "Registration
Statement"). We have also examined originals or copies of certified or
otherwise identified to our satisfaction of such
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KRAMER, LEVIN, NAFTALIS, NESSEN, KAMIN & FRANKEL
The Victory Portfolios
December 26, 1995
Page 3
documents, trust records and other instruments we have deemed necessary or
appropriate for the purpose of this opinion. For purposes of such examination,
we have assumed the genuiness of all signatures and original documents and the
conformity to the original documents of all copies submitted.
We are members only of the New York bar and do not purport to be
experts on the laws of any other state. Our opinion herein as to
Massachusetts law is based upon a limited inquiry thereof which we have deemed
appropriate under the circumstances.
Based upon the foregoing, we are of the opinion that the Shares have
been duly and validly authorized and, assuming that the Shares have been issued
and sold in accordance with the Company's Declaration of Trust and Registration
Statement, the Shares which the Rule 24f-2 Notice attached hereto makes
definite in number were legally issued, fully paid and non-assessable.
We consent to the filing of this opinion with the Rule 24f-2 Notice
attached hereto.
Very truly yours,
KRAMER, LEVIN, NAFTALIS,
NESSEN, KAMIN & FRANKEL
