As filed with the Securities and Exchange Commission on August 27, 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. 43 [X]
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 44
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 September 25,1998 pursuant
paragraph (b) to 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>
THE VICTORY PORTFOLIOS
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 is hereby
incorporated by reference. The Registrant has not amended its prospectuses.
<TABLE>
<CAPTION>
<S> <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
<PAGE>
THE VICTORY PORTFOLIOS
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.
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
</TABLE>
<PAGE>
THE VICTORY PORTFOLIOS
23. Financial Statements Inapplicable
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>
THE VICTORY PORTFOLIOS
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>
THE VICTORY PORTFOLIOS
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 and May 29, 1998.(13)
(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) Investment Advisory Agreement dated June 1, 1998 between the
Registrant and Key Asset Management Inc. regarding the
International Growth Fund.(13)
(e) Portfolio Management Agreement dated June 1, 1998 between the
Key Asset Management Inc. and IndoCam International Investment
Services, S.A. regarding the International Growth Fund.(12)
<PAGE>
THE VICTORY PORTFOLIOS
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 and May 29, 1998.(13)
(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
May 29, 1998 and Attachment B revised as of March 2, 1998.(13)
(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 May 29, 1998 and
Schedule II-B amended as of March 2, 1998. (13)
(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 and May 29, 1998.(13)
(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 , March 2, 1998 and
May 29, 1998.(13)
(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 May
29, 1998 and Schedule B as of March 2, 1998.(13)
(e) Shareholder Servicing Plan dated June 5, 1995 with Schedule I
amended as of March 2, 1998 and May 29, 1998.(13)
(f) Form of Shareholder Servicing Agreement.(1)
EX-99.B10(a) 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.B10(b) Opinion of Kramer, Levin, Naftalis & Frankel as to the legality
of the securities registered.(15)
EX-99.B11(a) Consent of Kramer, Levin, Naftalis & Frankel. (14)
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<PAGE>
THE VICTORY PORTFOLIOS
(b) Consent of PricewaterhouseCoopers LLP.(14)
EX-99.B12 None.
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 February 19, 1997 , March 2, 1998 and May
29, 1998.(13)
(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 Shares.(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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<PAGE>
THE VICTORY PORTFOLIOS
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 as an Exhibit to Post-Effective Amendment No. 42 to the Registrant's
Registration Statement on Form N-1A filed electronically on July 29, 1998,
accession number 0000922423-98-000725.
(14) Filed herewith.
(15) To be filed by amendment.
Item 25. Persons Controlled by or Under Common Control with Registrant.
None.
Item 26. Number of Holders of Securities.
As of July 31, 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 1,343
Class B Shares 401
Diversified Stock Fund
Class A Shares 15,212
Class B Shares 4,724
C-4
<PAGE>
THE VICTORY PORTFOLIOS
Financial Reserves Fund 103
Fund For Income 1,400
Government Mortgage Fund 273
Growth Fund 731
Intermediate Income Fund 335
International Growth Fund
Class A Shares 1,160
Class B Shares 71
Institutional Money Market Fund
Select Class Shares 20
Investor Class Shares 59
Investment Quality Bond Fund 2,559
Lakefront Fund 76
Limited Term Income Fund 154
National Municipal Bond Fund
Class A Shares 1,464
Class B Shares 73
New York Tax-Free Fund
Class A Shares 531
Class B Shares 96
Ohio Municipal Bond Fund 424
Ohio Municipal Money Market Fund 123
Ohio Regional Stock Fund
Class A Shares 1,127
Class B Shares 139
Prime Obligations Fund 1,009
Real Estate Investment Fund 238
Special Growth Fund 746
Special Value Fund
Class A Shares 5,069
Class B Shares 323
Stock Index Fund 1,892
C-5
<PAGE>
THE VICTORY PORTFOLIOS
Tax Free Money Market Fund 91
U.S. Government Obligations Fund
Select Class Shares 322
Investor Class Shares 98
Value Fund 397
Federal Money Market Fund
Investor Class Shares 719
Select Class Shares 58
Convertible Securities Fund 1,659
LifeChoice Conservative Investor Fund 52
LifeChoice Moderate Investor Fund 130
LifeChoice Growth Investor Fund 306
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:
"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
C-6
<PAGE>
THE VICTORY PORTFOLIOS
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 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
C-7
<PAGE>
THE VICTORY PORTFOLIOS
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(d) hereto, and
Section 7 of the Transfer Agency Agreement incorporated by reference
as Exhibit 9(c) 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 $76 billion as of June 30, 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 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.
C-8
<PAGE>
THE VICTORY PORTFOLIOS
As of June 1, 1998, Indocam International Investment Services, S.A. ("IIIS"), is
a 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. Also Chairman, Chief Executive Officer and Senior
Managing Director of Spears, Benzak, Salomon & Farrell Division
("SBSF").
Richard J. Buoncore, Senior Managing Director, President and Chief
Operating Officer. Also Chief Operating Officer, Chief Financial
Officer, Treasurer and Managing Director of SBSF.
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 SBSF.
Richard E. Salomon, Senior Managing Director. Also President and
Director of Wealth Management, SBSF.
Gary R. Martzolf, Senior Managing Director.
Other Officers:
Charles G. Crane, Senior Managing Director and Chief Strategist. Also
Senior Vice President and Managing Director of SBSF.
James D. Kacic, Chief Financial Officer, Chief Administrative Officer,
and Senior Managing Director.
C-9
<PAGE>
THE VICTORY PORTFOLIOS
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.
The business address of each of the foregoing individuals is 9, rue
Louis Murat, Paris, France 75008.
C-10
<PAGE>
THE VICTORY PORTFOLIOS
Item 29. Principal Underwriter
(a) BISYS Fund Services, the Registrant's administrator, also acts as the
distributor for the following investment companies as of July 24,
1998.
Alpine Equity Trust
American Performance Funds
AmSouth Mutual Funds
The ARCH Fund, Inc.
The BB&T Mutual Funds Group
The Coventry Group
The Eureka Funds
Fountain Square Funds
Hirtle Callaghan Trust
HSBC Family of Funds
INTRUST Funds Trust
The Infinity Mutual Funds, Inc.
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 Advisor Funds Trust
Puget Sound Asset Management
The Republic Funds Trust
The Riverfront Funds, Inc.
Sefton Funds
SBSF Funds, Inc. dba Key Mutual 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 June 15, 1998 were as
follows:
Lynn J. Mangum, Chairman and CEO.
Dennis Sheehan, Director, Executive Vice President and Treasurer.
J. David Huber, President.
Kevin J. Dell, Vice President and Secretary.
C-11
<PAGE>
THE VICTORY PORTFOLIOS
Mark Rybarczyk, Senior Vice President.
William Tomko, Senior Vice President.
Michael D. Burns, Vice President.
David Blackmore, Vice President.
Steve Ludwig, 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).
(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).
C-12
<PAGE>
THE VICTORY PORTFOLIOS
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 27th day of August, 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 27th day of August, 1998.
/s/ Roger Noall Chairman of the Board and Trustee
- -----------------------
Roger Noall
/s/ Leigh A. Wilson President and Trustee
- -----------------------
Leigh A. Wilson
/s/Gary Tenkman Treasurer
- -----------------------
Gary Tenkman
* 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 Consent of PricewaterhouseCoopers LLP
[LETTERHEAD OF KRAMER, LEVIN, NAFTALIS & FRANKEL]
August 27, 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. 43 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 this Post-Effective Amendment No. 43 to the
Registration Statement of The Victory Portfolios on Form N-1A (File No.
33-8982).
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Columbus, Ohio
August 27, 1998
