As filed with the Securities and Exchange Commission on July 10, 1998.
File No. 33-8982
ICA No. 811-4852
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. _____
Post-Effective Amendment No. 41 [X]
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 42
The Victory Portfolios
(Exact name of Registrant as Specified in Trust Instrument)
3435 Stelzer Road
Columbus, Ohio 43219
(Address of Principal Executive Office)
(800) 362-5365
(Area Code and Telephone Number)
Copy to:
Michael J. Sullivan Carl Frischling, Esq.
BISYS Fund Services Kramer, Levin, Naftalis & Frankel
3435 Stelzer Road 919 Third Avenue
Columbus, Ohio 43219 New York,New York 10022
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
|_| Immediately upon filing pursuant to |X| on July 30, 1998 pursuant to
paragraph (b) paragraph (b)
|_| 60 days after filing pursuant to |_| on (date) pursuant to
paragraph (a)(1) paragraph (a)(1)
|_| 75 days after filing pursuant to |_| on (date) pursuant to
paragraph (a)(2) paragraph (a)(2) of rule 485.
If appropriate, check the following box:
|X| this post-effective amendment designates a new effective date for a
previously filed post- effective amendment.
<PAGE>
CROSS-REFERENCE SHEET
THE VICTORY PORTFOLIOS
Item Number
Form N-1A
Part A Prospectus Caption
------ ------------------
The Registrant has filed the information required in the prospectuses in the
Post-Effective Amendment No. 39 to its Registration Statement on Form N-1A on
April 29, 1998, (accession number 0000922423-98-000431) and such prospectuses
are hereby incorporated by reference. The Registrant has not amended its
prospectuses.
<TABLE>
<CAPTION>
<S> <C> <C>
1. Cover Page Cover Page; Introduction
2. Synopsis Fund Expenses
3. Condensed Financial Information InApplicable
4. General Description of Registrant Introduction; AN OVERVIEW OF EACH OF
THE FUNDS; Risk Factors; Investment
Limitations; Additional Information
5. Management of the Fund Organization and Management of the Fund
5.A. Management's Discussion of Fund Investment Performance
Performance
6. Capital Stock and Other Securities INVESTING WITH VICTORY: How to Purchase
Shares, How to Exchange Shares, How to Redeem
Shares; Dividends, Distributions and Taxes;
Organization and Management of the Funds;
Additional Information; Other Securities and
Investment Practices
7. Purchase of Securities Being Offered How to Purchase Shares; How to Exchange Shares
8. Redemption or Repurchase How to Exchange Shares; How to Redeem Shares
9. Pending Legal Proceedings Inapplicable
</TABLE>
<PAGE>
CROSS REFERENCE SHEET
THE VICTORY PORTFOLIOS
Item Number
Form N-1A Statement of Additional
Part B Information Caption
The Registrant has filed the information required in the statement of additional
information in the Post- Effective Amendment No. 39 to its Registration
Statement on Form N-1A on April 29, 1998, (accession number
0000922423-98-000431) and is hereby incorporated by reference. The Registrant
has not amended its statement of additional information.
<TABLE>
<CAPTION>
<S> <C> <C>
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History Additional Information
13. Investment Objectives and Policies Investment Objectives and Investment Policies and
Limitations
14. Management of the Fund Trustees and Officers
15. Control Persons and Principal Additional Information
Holders of Securities
16. Investment Advisory and Other Advisory and Other Contracts
Services
17. Brokerage Allocation and Other Practices Advisory and Other Contracts
18. Capital Stock and Other Securities Valuation of Portfolio Securities; Additional
Purchase, Exchange and Redemption Information;
Additional Information
19. Purchase, Redemption and Pricing Valuation of Portfolio Securities; Additional
of Securities Being Offered Purchase, Exchange and Redemption Information;
Performance of the Funds; Additional Information
20. Tax Status Dividends and Distributions; Taxes
21. Underwriters Advisory and Other Contracts
22. Calculation of Performance Data Performance of Funds; Additional Information
23. Financial Statements Inapplicable
</TABLE>
<PAGE>
Part C
- ------
Information required to be included in Part C is set forth under the appropriate
Item, so numbered, in Part C of the Registration Statement.
<PAGE>
EXPLANATORY NOTE
THE PURPOSE OF THIS FILING IS SOLEY TO DESIGNATE A NEW EFFECTIVE DATE FOR
POST-EFFECTIVE AMENDMENT NO. 39 TO REGISTRATION STATEMENT ON FORM N-1A OF THE
REGISTRANT. THE PROSPECTUSES AND STATEMENT OF ADDITIONAL INFORMATION FOR EACH
FUND SUBJECT TO SUCH POST-EFFECTIVE AMENDMENT HAVE NOT BEEN AMENDED AND ARE
INCORPORATED BY REFERENCE HEREIN IN THEIR ENTIRETY.
<PAGE>
Registration Statement
of
THE VICTORY PORTFOLIOS
on
Form N-1A
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Included in Part A: None.
Included in Part B: None.
(b) Exhibits:
EX-99.B1 Delaware Trust Instrument dated December 6, 1995, as
amended.(9)
EX-99.B2 By-Laws adopted December 6, 1995.(1)
EX-99.B3 None.
EX-99.B4 None.
EX-99.B5(a) Investment Advisory Agreement dated as of March 1, 1997,
between the Registrant and Key Asset Management Inc, with
Schedule A amended as of March 2, 1998.(12)
(b) Investment Advisory Agreement dated March 1, 1997 between the
Registrant and Key Asset Management Inc. regarding Lakefront
Fund and Real Estate Investment Fund.(6)
(c) Investment Sub-Advisory Agreement dated March 1, 1997 between
Key Asset Management Inc. and Lakefront Capital Investors,
Inc. regarding the Lakefront Fund. (6)
(d) Form of Investment Advisory Agreement between the Registrant
and Key Asset Management Inc. regarding the International
Growth Fund.(10)
(e) Portfolio Management Agreement between the Key Asset
Management Inc. and IndoCam International Services, S.A.
regarding the International Growth Fund.(12)
(f) Form of Investment Advisory Agreement between the Registrant
and Key Asset Management Inc. regarding the Maine Municipal
Bond Fund (Intermediate), Maine
<PAGE>
Municipal Bond Fund (Short-Term), Michigan Municipal Bond
Fund, Equity Income Fund, National Municipal Bond Fund
(Short-Intermediate) and National Municipal Bond Fund
(Long).(12)
EX-99.B6(a) Distribution Agreement dated June 1, 1996 between the
Registrant and BISYS Fund Services Limited Partnership, with
Schedule I amended as of March 2, 1998.(12)
(b) Form of Broker-Dealer Agreement.(2)
EX-99.B7 None.
EX-99.B8(a) Amended and Restated Mutual Fund Custody Agreement dated
August 1, 1996, with Schedule A revised as of March 1998 and
Attachment B revised as of March 2, 1998.(12)
(b) Custody Agreement dated May 31, 1996 between Morgan Stanley
Trust Company and Key Trust Company of Ohio. (3)
EX-99.B9(a) Administration Agreement dated October 1, 1997 between the
Registrant and BISYS Fund Services Limited Partnership, with
Schedule I amended as of March 2, 1998 and Schedule II-B
amended as of March 2, 1998.(12)
(b) Sub-Administration Agreement dated October 1, 1997 between
BISYS Fund Services Limited Partnership d/b/a BISYS Fund
Services and Key Asset Management Inc., with Schedule A
amended as of March 2, 1998.(12)
(c) Transfer Agency and Service Agreement dated July 12, 1996
between the Registrant and State Street Bank and Trust
Company, with Schedule A revised as of August 1, 1996 and
March 2, 1998.(12)
(d) Fund Accounting Agreement dated May 31, 1995 between the
Registrant and BISYS Fund Services Ohio, Inc., with Amended
Schedule A as of February 19, 1997 and March 2, 1998 and
Schedule B as of March 2, 1998.(12)
(e) Shareholder Servicing Plan dated June 5, 1995 with Schedule I
amended as of March 2, 1998.(12)
(f) Form of Shareholder Servicing Agreement.(1)
EX-99.B10 Opinion of Counsel was filed with Registrant's Rule 24f-2
Notice in respect of the period ending October 31, 1996,
submitted electronically on December 23, 1996, accession
number 0000950152-96-006841.
EX-99.B11(a) Consent of Kramer, Levin, Naftalis & Frankel. (13)
(b) Consent of PricewaterhouseCoopers LLP. (13)
EX-99.B12 None.
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EX-99.B13(a) Purchase Agreement dated November 12, 1986 between Registrant
and Physicians Insurance Company of Ohio is incorporated
herein by reference to Exhibit 13 to Pre-Effective Amendment
No. 1 to the Registrant's Registration Statement on Form N-1A
filed on November 13, 1986.
(b) Purchase Agreement dated October 15, 1989 is incorporated
herein by reference to Exhibit 13(b) to Post-Effective
Amendment No. 7 to the Registrant's Registration Statement on
Form N-1A filed on December 1, 1989.
(c) Purchase Agreement is incorporated herein by reference to
Exhibit 13(c) to Post- Effective Amendment No. 7 to the
Registrant's Registration Statement on Form N- 1A filed on
December 1, 1989.
EX-99.B14 None.
EX-99.B15(a) Distribution and Service Plan dated June 5, 1995 for the
Class A Shares of the Registrant with Schedule I amended as
of March 1, 1997 and March 2, 1998.(12)
(b) Distribution Plan dated June 5, 1995 for Class B Shares of
the Registrant with Schedule I amended as of February 1,
1996.(12)
EX-99.B16(a) Forms of computation of performance quotation are
incorporated herein by reference to Exhibit 16 to
Post-Effective Amendment No. 19 to the Registrant's
Registration Statement on Form N-1A filed on December 23,
1994.
(b) Forms of computation of performance quotation for the Class B
shares of the Balanced Fund, Diversified Stock Fund,
International Growth Fund, Ohio Regional Stock Fund and
Special Value Fund.(4)
(c) Forms of computation of performance quotation for the
Lakefront Fund and U. S. Government Obligations Fund -
Investor Class.(5)
(d) Computation of performance quotation for the Real Estate
Investment Fund.(7)
(e) Computation of performance quotation for U.S. Government
Obligations Fund -Investor Shares.(9)
EX-99.B17 None.
EX-99.B18 Amended and Restated Rule 18f-3 Multi-Class Plan as of
December 3, 1997.(11)
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EX-99.B19(a) Powers of Attorney of Roger Noall and Frank A. Weil.(8)
(b) Powers of Attorney of Leigh A. Wilson, Edward P. Campbell,
Harry Gazelle, Thomas F. Morrissey, H. Patrick Swygert and
Eugene J. McDonald. (9)
- --------------------------------
(1) Filed as an Exhibit to Post-Effective Amendment No. 26 to the Registrant's
Registration Statement on Form N-1A filed electronically on December 28,
1995, accession number 0000950152-95-003085.
(2) Filed as an Exhibit to Post-Effective Amendment No. 27 to the Registrant's
Registration Statement on Form N-1A filed electronically on January 31,
1996, accession number 0000922423-96-000047.
(3) Filed as an Exhibit to Post-Effective Amendment No. 30 to the Registrant's
Registration Statement on Form N-1A filed electronically on July 30, 1996,
accession number 0000922423-96-000344.
(4) Filed as an Exhibit to Post-Effective Amendment No. 31 to the Registrant's
Registration Statement on Form N-1A filed electronically on February 7,
1997, accession number 0000922423-97-000066.
(5) Filed as an Exhibit to Post-Effective Amendment No. 32 to the Registrant's
Registration Statement on Form N-1A filed electronically on June 27, 1997,
accession number 0000922423-97-000530.
(6) Filed as an Exhibit to Post-Effective Amendment No. 34 to the Registrant's
Registration Statement on Form N-1A filed electronically on December 12,
1997, accession number 0000922423-97-001015.
(7) Filed as an Exhibit to Post-Effective Amendment No. 35 to the Registrant's
Registration Statement on Form N-1A filed electronically on December 17,
1997, accession number 0000922423-97-001022.
(8) Filed as an Exhibit to Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement on Form N-14 filed electronically on February 3,
1998, accession number 0000922423-98-000095.
(9) Filed as an Exhibit to Post-Effective Amendment No. 36 to the Registrant's
Registration Statement on Form N-1A filed electronically on February 26,
1998, accession number 0000922423-98-000264.
(10) Filed as an Exhibit to Post-Effective Amendment No. 38 to the Registrant's
Registration Statement on Form N-1A filed electronically on March 31, 1998,
accession number 0000922423-98-000358.
(11) Filed as an Exhibit to Post-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form N-14 filed electronically on June 9, 1998,
accession number 0000922423-98-000589.
(12) Filed as an Exhibit to Post-Effective Amendment No. 40 to the Registrant's
Registration Statement on Form N-1A filed electronically on June 12, 1998,
accession number 0000922423-98-000602.
(13) Filed herewith.
Item 25. Persons Controlled by or Under Common Control with Registrant.
None.
Item 26. Number of Holders of Securities.
As of April 30, 1998 the number of record holders of each Fund of the Registrant
were as follows:
Number of
Title of Fund Record Holders
------------- --------------
Balanced Fund
Class A Shares 1,478
Class B Shares 362
Diversified Stock Fund
Class A Shares 15,416
Class B Shares 4,253
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Financial Reserves Fund 144
Fund For Income 1,709
Government Mortgage Fund 332
Growth Fund 612
Intermediate Income Fund 380
International Growth Fund
Class A Shares 1,430
Class B Shares 67
Institutional Money Market Fund
Select Class Shares 30
Investor Class Shares 53
Investment Quality Bond Fund 2,623
Lakefront Fund 75
Limited Term Income Fund 622
National Municipal Bond Fund
Class A Shares 1,636
Class B Shares 81
New York Tax-Free Fund
Class A Shares 595
Class B Shares 111
Ohio Municipal Bond Fund 427
Ohio Municipal Money Market Fund 154
Ohio Regional Stock Fund
Class A Shares 1,278
Class B Shares 137
Prime Obligations Fund 1,323
Real Estate Investment Fund 229
Special Growth Fund 778
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<PAGE>
Special Value Fund
Class A Shares 5,219
Class B Shares 294
Stock Index Fund 1,571
Tax Free Money Market Fund 97
U.S. Government Obligations Fund
Select Class Shares 406
Investor Class Shares 128
Value Fund 322
Federal Money Market Fund
Investor Class Shares 674
Select Class Shares 16
Convertible Securities Fund 1,463
LifeChoice Conservative Investor Fund 17
LifeChoice Moderate Investor Fund 26
LifeChoice Growth Investor Fund 42
Maine Municipal Bond Fund (Intermediate) 0
Maine Municipal Bond Fund (Short-Term) 0
Michigan Municipal Bond Fund 0
Equity Income Fund 0
National Municipal Bond Fund (Short-Intermediate) 0
National Municipal Bond Fund (Long) 0
Item 27. Indemnification
Article X, Section 10.02 of the Registrant's Delaware Trust
Instrument, as amended, incorporated herein as Exhibit 99.B1 hereto,
provides for the indemnification of Registrant's Trustees and
officers, as follows:
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<PAGE>
"SECTION 10.02 INDEMNIFICATION.
(a) Subject to the exceptions and limitations contained in Subsection
10.02(b):
(i) every person who is, or has been, a Trustee or officer of the
Trust (hereinafter referred to as a "Covered Person") shall be
indemnified by the Trust to the fullest extent permitted by law
against liability and against all expenses reasonably incurred or paid
by him in connection with any claim, action, suit or proceeding in
which he becomes involved as a party or otherwise by virtue of his
being or having been a Trustee or officer and against amounts paid or
incurred by him in the settlement thereof;
(ii) the words "claim," "action," "suit," or "proceeding" shall
apply to all claims, actions, suits or proceedings (civil, criminal or
other, including appeals), actual or threatened while in office or
thereafter, and the words "liability" and "expenses" shall include,
without limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a Covered
Person:
(i) who shall have been adjudicated by a court or body before
which the proceeding was brought (A) to be liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct
of his office or (B) not to have acted in good faith in the reasonable
belief that his action was in the best interest of the Trust; or
(ii) in the event of a settlement, unless there has been a
determination that such Trustee or officer did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office, (A) by the court or
other body approving the settlement; (B) by at least a majority of
those Trustees who are neither Interested Persons of the Trust nor are
parties to the matter based upon a review of readily available facts
(as opposed to a full trial-type inquiry); or (C) by written opinion
of independent legal counsel based upon a review of readily available
facts (as opposed to a full trial-type inquiry).
(c) The rights of indemnification herein provided may be insured
against by policies maintained by the Trust, shall be severable, shall not
be exclusive of or affect any other rights to which any Covered Person may
now or hereafter be entitled, shall continue as to a person who has ceased
to be a Covered Person and shall inure to the benefit of the heirs,
executors and administrators of such a person. Nothing contained herein
shall affect any rights to indemnification to which Trust personnel, other
than Covered Persons, and other persons may be entitled by contract or
otherwise under law.
(d) Expenses in connection with the preparation and presentation of a
defense to any claim, action, suit or proceeding of the character described
in Subsection (a) of this Section 10.02 may be paid by the Trust or Series
from time to time prior to final disposition thereof upon receipt of an
undertaking by or on behalf of such Covered Person that such amount will be
paid over by him to the Trust or Series if it is
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<PAGE>
ultimately determined that he is not entitled to indemnification under this
Section 10.02; provided, however, that either (i) such Covered Person shall
have provided appropriate security for such undertaking, (ii) the Trust is
insured against losses arising out of any such advance payments or (iii)
either a majority of the Trustees who are neither Interested Persons of the
Trust nor parties to the matter, or independent legal counsel in a written
opinion, shall have determined, based upon a review of readily available
facts (as opposed to a trial-type inquiry or full investigation), that
there is reason to believe that such Covered Person will be found entitled
to indemnification under this Section 10.02."
Indemnification of the Fund's principal underwriter, custodian, fund
accountant, and transfer agent is provided for, respectively, in Section V
of the Distribution Agreement incorporated by reference as Exhibit 6(a)
hereto, Section 28 of the Custody Agreement incorporated by reference as
Exhibit 8(a) hereto, Section 5 of the Fund Accounting Agreement
incorporated by reference as Exhibit 9(c) hereto, and Section 7 of the
Transfer Agency Agreement incorporated by reference as Exhibit 9(b) hereto.
Registrant has obtained from a major insurance carrier a trustees' and
officers' liability policy covering certain types of errors and omissions.
In no event will Registrant indemnify any of its trustees, officers,
employees or agents against any liability to which such person would
otherwise be subject by reason of his willful misfeasance, bad faith, or
gross negligence in the performance of his duties, or by reason of his
reckless disregard of the duties involved in the conduct of his office or
under his agreement with Registrant. Registrant will comply with Rule 484
under the Securities Act of 1933 and Release 11330 under the Investment
Company Act of 1940 in connection with any indemnification.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to trustees, officers, and controlling persons or
Registrant pursuant to the foregoing provisions, or otherwise, Registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Investment Company Act of 1940, as amended, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by Registrant of expenses incurred or
paid by a trustee, officer, or controlling person of Registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
trustee, officer, or controlling person in connection with the securities
being registered, Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
Item 28. Business and Other Connections of the Investment Adviser
Key Asset Management Inc. ("KAM") is the investment adviser to each fund of
the Victory Portfolios. KAM is a wholly-owned indirect subsidiary of
KeyCorp, a bank holding company which had total assets of approximately $73
billion as of March 31, 1998. KeyCorp is a leading financial institution
doing business in 13 states from Maine to Alaska, providing a full array of
trust, commercial, and retail banking services. Its non-bank subsidiaries
include investment advisory, securities brokerage, insurance, bank
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credit card processing, mortgage and leasing companies. KAM and its
affiliates have over $64 billion in assets under management, and provides a
full range of investment management services to personal and corporate
clients.
Lakefront Capital Investors, Inc. ("Lakefront"), sub-adviser of the
Lakefront Fund, 127 Public Square, 15th Floor, Cleveland, Ohio 44114, was
incorporated in 1991.
As of June 1, 1998, Indocam International Investment Services, S.A.
("IIIS"), is the sub-adviser to the International Growth Fund. IIIS and its
advisory affiliates ("Indocam") are the global asset management component
of the Credit Agricole banking and financial services group. IIIS
specializes in global asset management and offers its clients a full range
of asset management services from offices located in Paris, Hong Kong,
Singapore, and Tokyo. As of December 31, 1997, Indocam managed
approximately $124 billion for its clients. IIIS is a registered investment
adviser with the SEC and also serves as the investment adviser to the
France Growth Fund and as subadviser for the BNY Hamilton International
Equity Fund and the John Hancock European Equity Fund. Indocam has
affiliates which are engaged in the brokerage business. The principal
office of IIIS is 9, rue Louis Murat, Paris, France 75008.
To the knowledge of Registrant, none of the directors or officers of KAM,
Lakefront, or IIIS, except those set forth below, is or has been at any
time during the past two calendar years engaged in any other business,
profession, vocation or employment of a substantial nature, except that
certain directors and officers of KAM also hold positions with KeyCorp or
its subsidiaries.
The principal executive officers and directors of KAM are as follows:
Directors:
William G. Spears, Senior Managing Director, Chairman and Chief Executive
Officer.
Richard J. Buoncore, Senior Managing Director, President and Chief
Operating Officer.
Anthony Aveni, Senior Managing Director. Also Chief Investment Officer of
KAM.
Vincent DeP. Farrell, Senior Managing Director and Chief Investment
Officer. Also Chief Investment Officer, Executive Vice President and
Managing Director of Spears, Benzak, Salomon & Farrell Division ("SBSF").
Richard E. Salomon, Senior Managing Director. Also President and Director
of Wealth Management, SBSF.
Gary R. Martzolf, Senior Managing Director.
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<PAGE>
Other Officers:
Charles G. Crane, Senior Managing Director and Chief Market
Strategist.
James D. Kacic, Chief Financial Officer, Chief Administrative
Officer, and Senior Managing Director.
William R. Allen, Managing Director.
Michael Foisel, Assistant Treasurer.
Michael Stearns, Chief Compliance Officer.
William J. Blake, Secretary.
Steven N. Bulloch, Assistant Secretary. Also, Senior Vice President
and Senior Counsel of KeyCorp Management Company.
Kathleen A. Dennis, Senior Managing Director.
The business address of each of the foregoing individuals is 127
Public Square, Cleveland, Ohio 44114.
The principal executive officers and directors of Lakefront are as
follows:
Nathaniel E. Carter, President and Chief Investment Officer of
Lakefront.
Kenneth A. Louard, Chief Operating Officer.
The business address of each of the foregoing individuals is 127
Public Square, Cleveland, Ohio 44114.
The principal executive officers and directors of IIIS are as
follows:
Jean-Claude Kaltenbach, Chairman and CEO.
Ian Gerald McEvatt, Director.
Claude Doumic, Director.
Didier Guyot de la Pommeraye, Director.
Charles Vergnot, Director.
Eric Jostrom, Director.
Gerard Sutterlin, Secretary General.
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<PAGE>
The business address of each of the foregoing individuals is 9, rue
Louis Murat, Paris, France 75008.
Item 29. Principal Underwriter
(a) BISYS Fund Services, the Registrant's administrator, also acts as the
distributor for the following investment companies as of March 26,
1998.
American Performance Funds
AmSouth Mutual Funds
The ARCH Fund, Inc.
The BB&T Mutual Funds Group
The Coventry Group
The Empire Builder Tax Free Bond Fund
ESC Strategic Funds, Inc.
The Eureka Funds
Fountain Square Funds
Hirtle Callaghan Trust
HSBC Family of Funds
The Infinity Mutual Funds, Inc.
INTRUST Funds Trust
The Kent Funds
Magna Funds
Meyers Investment Trust
MMA Praxis Mutual Funds
M.S.D. & T. Funds
Pacific Capital Funds
Parkstone Group of Funds
The Parkstone Advantage Fund
Pegasus Funds
The Republic Funds Trust
The Republic Advisor Funds Trust
The Riverfront Funds, Inc.
SBSF Funds, Inc. dba Key Mutual Funds
Sefton Funds
The Sessions Group
Summit Investment Trust
Variable Insurance Funds
The Victory Variable Funds
Vintage Mutual Funds, Inc.
(b) Directors, officers and partners of BISYS Fund Services, Inc., the
General Partner of BISYS Fund Services, as of March 30, 1998 were as
follows:
Lynn J. Mangum, Chairman and CEO.
Dennis Sheehan, Director, Executive Vice President and Treasurer.
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J. David Huber, President.
Kevin J. Dell, Vice President and Secretary.
Mark Rybarczyk, Senior Vice President.
William Tomko, Senior Vice President.
Michael D. Burns, Vice President.
David Blackmore, Vice President.
Steve Ludwig, Compliance Officer.
Mark Telfer, Compliance Officer.
Robert Tuch, Assistant Secretary.
The business address of each of the foregoing individuals is BISYS
Fund Services, Inc., 3435 Stelzer Road, Columbus, Ohio 43215.
Item 30. Location of Accounts and Records
(1) Key Asset Management Inc., 127 Public Square, Cleveland, Ohio
44114-1306 (records relating to its functions as investment adviser
and sub-administrator).
(2) Lakefront Capital Investors, Inc., 127 Public Square, Cleveland, Ohio
44114-1306 (records relating to its functions as investment
sub-adviser for the Lakefront Fund only).
(3) Indocam International Investment Services, S.A., 9, rue Louis Murat,
Paris, France 75008 (records relating to its functions as investment
sub-adviser for the International Growth Fund only).
(4) KeyBank National Association, 127 Public Square, Cleveland, Ohio
44114-1306 (records relating to its functions as shareholder
servicing agent).
(5) BISYS Fund Services, 3435 Stelzer Road, Columbus, Ohio 43219 (records
relating to its functions as administrator, distributor and fund
accountant).
(6) State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110-3875 (records relating to its functions as
transfer agent).
(7) Boston Financial Data Services, Inc. Two Heritage Drive, Quincy,
Massachusetts 02171 (records relating to its functions as dividend
disbursing agent and shareholder servicing agent).
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(8) Key Trust Company of Ohio, N.A., 127 Public Square, Cleveland, Ohio
44114- 1306 (records relating to its functions as custodian and
securities lending agent).
(9) Morgan Stanley Trust Company, 1585 Broadway, New York, New York 10036
(records relating to its functions as sub-custodian of the Balanced
Fund, Convertible Securities Fund, International Growth Fund,
Lakefront Fund, and Real Estate Investment Fund).
Item 31. Management Services
None.
Item 32. Undertakings
(a) Registrant undertakes to call a meeting of shareholders, at the
request of holders of 10% of the Registrant's outstanding shares, for
the purpose of voting upon the question of removal of a trustee or
trustees and undertakes to assist in communications with other
shareholders as required by Section 16(c) of the Investment Company
Act of 1940.
(b) None.
(c) Registrant undertakes to furnish to each person to whom a prospectus
is delivered a copy of the Registrant's latest Annual Report to
Shareholders upon request and without charge.
NOTICE
A copy of the Delaware Trust Instrument of The Victory Portfolios is on file
with the Secretary of State of Delaware and notice is hereby given that this
Post-Effective Amendment to the Registrant's Registration Statement has been
executed on behalf of the Registrant by officers of, and Trustees of, the
Registrant as officers and as Trustees, respectively, and not individually, and
that the obligations of or arising out of this instrument are not binding upon
any of the Trustees, officers or shareholders of The Victory Portfolios
individually but are binding only upon the assets and property of the
Registrant.
C-13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has certified that it meets all the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Post-Effective
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York and State of New
York, on the 10th day of July, 1998.
THE VICTORY PORTFOLIOS
By: /s/Leigh A. Wilson
------------------
Leigh A. Wilson, President and Trustee
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on the 10th day of July, 1998.
/s/ Roger Noall
- -------------------- Chairman of the Board and Trustee
Roger Noall
/s/ Leigh A. Wilson
- -------------------- President and Trustee
Leigh A. Wilson
/s/Thomas E. Line
- -------------------- Treasurer
Thomas E. Line
* Trustee
- --------------------
Edward P. Campbell
* Trustee
- --------------------
Harry Gazelle
* Trustee
- --------------------
Thomas F. Morrissey
* Trustee
- --------------------
H. Patrick Swygert
* Trustee
- --------------------
Frank A. Weil
* Trustee
- --------------------
Eugene J. McDonald
*By: /s/ Carl Frischling
-------------------
Carl Frischling
Attorney-in-Fact
Attorney-in-Fact pursuant to powers of attorney filed with Post-Effective
Amendment No. 36 to Registrant's Registration Statement on Form N-1A on
February 26, 1998 and with Pre-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-14 on February 3, 1998.
C-14
<PAGE>
THE VICTORY PORTFOLIOS
INDEX TO EXHIBITS
Exhibit Number
EX-99.B11(a) Consent of Kramer, Levin, Naftalis & Frankel
EX-99.B11(b) Consent of PricewaterhouseCoopers LLP
[LETTERHEAD OF KRAMER, LEVIN, NAFTALIS & FRANKEL]
July 10, 1998
The Victory Portfolios
3435 Stelzer Road
Columbus, Ohio 43219
Re: The Victory Portfolios
File No. 33-8982
Post-Effective Amendment
to Registration Statement on Form N-1A
--------------------------------------
Dear Gentlemen:
We hereby consent to the reference of our firm as counsel in
Post-Effective Amendment No. 41 to the Registration Statement on Form N-1A.
Very truly yours,
/s/Kramer, Levin, Naftalis & Frankel
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to our Firm under the caption "Independent
Accountants" in the Prospectuses and in the Statement of Additional Information
incorporated by reference in Post-Effective Amendment No. 41 to the Registration
Statement of The Victory Portfolios on Form N-1A (File No. 33- 8982).
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Columbus, Ohio
July 10, 1998
