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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
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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 PAGE(1)
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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, 1996
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5. Check box if this notice is being filed more than 180 days after the close
of the issuer's 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:
[ ]
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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:
NONE
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8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24F-2:
NONE
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9. Number and aggregate sale price of securities sold during the fiscal year:
12,913,123,217 Price
12,019,785,605 Shares
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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:
12,913,123,217 Price
12,019,785,605 Shares
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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:
182,331,614 Price
64,045,091 Shares
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12.
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24F-2: $12,913,123,217
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(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans: $ 182,331,614
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year: $11,602,784,568
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(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24E-2: $ 0
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(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24F-2: $ 1,492,670,263
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(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or registration: $ /3300
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(vii) Fee Due: $ 452,324.32
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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.
[ X ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
12/23/96
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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/ Kevin L. Martin
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Kevin L. Martin, Treasurer
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Date 12/23/96
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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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PRIME OBLIGATIONS
US GOVERNMENT OBLIGATIONS
Class A
TAX-FREE MONEY MARKET
OHIO MUNICIPAL MONEY MARKET
INSTITUTIONAL MONEY MARKET
Class A
Class B
FINANCIAL RESERVES
DIVERSIFIED STOCK
Class A
Class B
OHIO REGIONAL STOCK
Class A
Class B
LIMITED TERM INCOME
GOVERNMENT MORTGAGE
OHIO MUNICIPAL BOND
INTERNATIONAL GROWTH
Class A
Class B
BALANCED
Class A
Class B
VALUE
SPECIAL VALUE
Class A
Class B
SPECIAL GROWTH
STOCK INDEX
GROWTH
INVESTMENT QUALITY BOND
INTERMEDIATE INCOME
NATIONAL MUNICIPAL BOND
Class A
Class B
FUND FOR INCOME
NEW YORK TAX-FREE
Class A
Class B
GOVERNMENT BOND
Class A
Class B
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KRAMER, LEVIN, NAFTALIS & FRANKEL
919 THIRD AVENUE
NEW YORK, N.Y. 10022-3852
(212) 715-9100
December 23, 1996
The Victory Portfolios
3435 Stelzer Road
Columbus, Ohio 43219-3035
Re: The Victory Portfolios
File No. 33-8982; ICA No. 811-4852
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Gentlemen:
We have acted as counsel to The Victory Portfolios (the "Company"), a
Delaware business trust created under a written Certificate of Trust dated,
executed and filed with the Secretary of State of the State of Delaware on
December 6, 1995, and governed by a Trust Instrument dated and executed on such
date (the "Trust Instrument"), 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. At the close of business on
February 29, 1996, the Company was reorganized as a Delaware business trust from
a Massachusetts business trust (the "Predecessor Company") 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. Effective at the close of business on February 29,
1996, the Company adopted as its own the Registration Statement on Form N-1A, as
amended (File No. 33-8982) (the "Registration Statement"), of the Predecessor
Company for purposes of the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended (the "1940 Act"), and adopted the
Notification of Registration on Form N-8A (File No. 811-4851) of the Company for
purposes of the 1940 Act. The Trustees of the Company have the powers set forth
in the Trust Instrument, subject to the terms, provisions and conditions therein
provided. Under Article II, Section 2.01 of
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KRAMER, LEVIN, NAFTALIS & FRANKEL
The Victory Portfolios
December 23, 1996
Page 2
the Trust Instrument, the number of shares of beneficial interest authorized to
be issued under the Trust Instrument 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 II,
Section 2.06 of the Trust Instrument, 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 II, Section 2.06, the Trustees established
separate series of shares (collectively, the "Funds") designated as follows:
Balanced Fund (Class A, Class B and Key Shares)
Diversified Stock Fund (Class A and Class B Shares)
Financial Reserves 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 Investor Class Shares)
Intermediate Income Fund
International Growth Fund (Class A and Class B Shares)
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 (Class A and Class B Shares)
Prime Obligations Fund
Special Growth Fund
Special Value Fund (Class A and Class B Shares)
Stock Index Fund
Tax-Free Money Market Fund
U.S. Government Obligations Fund (Investor Class and Service Class Shares)
Value Fund
We understand that, pursuant to Rule 24f-2 under the Investment
Company Act of 1940, the Company (and the Predecessor 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
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KRAMER, LEVIN, NAFTALIS & FRANKEL
The Victory Portfolios
December 23, 1996
Page 3
making definite the registration of shares of beneficial interest of the Company
and the Predecessor Company (the "Shares"), sold in reliance upon Rule 24f-2
during the fiscal year ended October 31, 1996.
We have reviewed, insofar as it relates or pertains to the Company,
the Registration Statement, pursuant to which Shares were sold. We have also
examined originals or copies, certified or otherwise identified to our
satisfaction, of such 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 genuineness 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. As to matters involving Delaware law, we have relied
solely upon an opinion of Morris, Nichols, Arsht & Tuthill, special Delaware
counsel to the Company, a copy of which is attached as Exhibit A, and our
opinion is subject to the qualifications and limitations set forth therein,
which are incorporated herein by reference as though fully set forth herein.
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 Trust Instrument, the Predecessor
Company's Declaration of Trust and the 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 & FRANKEL
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December 23, 1996
The Victory Portfolios
3435 Stelzer Road
Columbus, Ohio 43219-3035
Re: The Victory Portfolios
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Ladies and Gentlemen:
We have acted as special Delaware counsel to The Victory Portfolios, a
Delaware business trust (the "Trust"), in connection with certain matters
relating to the organization of the Trust and the issuance of Shares of
beneficial interest in the Trust. Capitalized terms used herein and not
otherwise herein defined are used as defined in the Trust Instrument of the
Trust dated December 6, 1995 (the "Governing Instrument").
We understand that, pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended, the Trust registered an indefinite number of
Shares under the Securities Act of 1933, as amended. We further understand that
the Trust is about to file with the Securities and Exchange Commission a notice
pursuant to Rule 24f-2 under the 1940 Act (the "Notice") making definite the
registration of shares of beneficial interest of The Victory Portfolios, a
Massachusetts business trust and the predecessor to the Trust (the "Predecessor
Trust"), and shares of beneficial interest of the Trust ("Trust Shares") sold in
reliance upon Rule 24f-2 during the period from November 30, 1995 through
October 31, 1996.
In rendering this opinion, we have examined copies of the following
documents, each in the form provided to us: the Certificate of Trust of the
Trust as filed in the Office of the Secretary of State of the State of Delaware
(the "Recording Office") on December 21, 1995 (the "Certificate"); the Governing
Instrument; the Bylaws of the Trust; certain resolutions of the Trustees of the
Trust; Post-Effective Amendment No. 26 to the Registration Statement on Form
N-1A of the Predecessor Trust (the "Registration Statement") by which the Trust
adopted the Registra-
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The Victory Portfolios
December 23, 1996
Page 2
tion Statement and the Predecessor Trust's Notification of Registration and
Registration Statement under the Investment Company Act of 1940 as filed with
the Securities and Exchange Commission on December 28, 1995; the Notice; and a
certification of good standing of the Trust obtained as of a recent date from
the Recording Office. In such examinations, we have assumed the genuineness of
all signatures, the conformity to original documents of all documents submitted
to us as copies or drafts of documents to be executed, and the legal capacity of
natural persons to complete the execution of documents. We have further assumed
for the purpose of this opinion: (i) the due authorization, execution and
delivery by, or on behalf of, each of the parties thereto of the
above-referenced instruments, certificates and other documents, and of all
documents contemplated by the Governing Instrument and applicable resolutions of
the Trustees to be executed by investors desiring to become Shareholders; (ii)
the payment of consideration for Shares, and the application of such
consideration, as provided in the Governing Instrument, and compliance with the
other terms, conditions and restrictions set forth in the Governing Instrument
and all applicable resolutions of the Trustees in connection with the issuance
of Shares (including, without limitation, the taking of all appropriate action
by the Trustees to designate Series of Shares and the rights and preferences
attributable thereto as contemplated by the Governing Instrument); (iii) that
appropriate notation of the names and addresses of, the number of Shares held
by, and the consideration paid by, Shareholders will be maintained in the
appropriate registers and other books and records of the Trust in connection
with the issuance or transfer of Shares; (iv) that no event has occurred
subsequent to the filing of the Certificate that would cause a termination or
dissolution of the Trust under Sections 11.04 or 11.05 of the Governing
Instrument; (v) that the activities of the Trust have been and will be conducted
in accordance with the terms of the Governing Instrument and the Delaware Act;
and (vi) that each of the documents examined by us is in full force and effect
and has not been modified, supplemented or otherwise amended except as herein
referenced. No opinion is expressed herein with respect to the requirements of,
or compliance with, federal or state securities or blue sky laws. Further, we
express no opinion on the sufficiency or accuracy of the Registration Statement,
or any other registration or offering documentation relating to the Trust or the
Shares. As to any facts material to our opinion, other than those assumed, we
have relied without independent investigation on the above-referenced documents
and on the accuracy, as of the date hereof, of the matters therein contained.
Based on and subject to the foregoing, and limited in all respects to
matters of Delaware law, it is our opinion that:
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The Victory Portfolios
December 23, 1996
Page 3
1. The Trust is a duly organized and validly existing business trust
in good standing under the laws of the State of Delaware.
2. The Trust Shares subject to the Notice constitute legally issued,
fully paid and non-assessable Shares of beneficial interest in the Trust.
3. Under the Delaware Act and the terms of the Governing Instrument,
each Shareholder of the Trust, in such capacity, will be entitled to the same
limitation of personal liability as that extended to stockholders of private
corporations for profit organized under the general corporation law of the State
of Delaware; provided, however, that we express no opinion with respect to the
liability of any Shareholder who is, was or may become a named Trustee of the
Trust.
We understand that the firm of Kramer, Levin, Naftalis & Frankel
wishes to rely on this opinion as to matters of Delaware in connection with its
opinion to be filed with the Notice (the "Kramer Levin Opinion"), and we hereby
consent to such reliance. We further consent to the filing of a copy of this
opinion with the Securities and Exchange Commission together with the Kramer
Levin Opinion and the Notice. In giving this consent, we do not thereby admit
that we come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder. Except as
provided in this paragraph, the opinion set forth above is expressed solely for
the benefit of the addressee hereof in connection with the matters contemplated
hereby and may not be relied upon by, or filed with, any person or entity or for
any other purpose without our prior written consent.
Sincerely,
MORRIS, NICHOLS, ARSHT & TUNNELL
