As filed with the Securities and Exchange Commission on December 14, 1999
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. 57 [X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT [X]
OF 1940
Amendment No. 58
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:
George Stevens, Esq. Carl Frischling, Esq.
BISYS Fund Services Kramer Levin Naftalis & Frankel LLP
3435 Stelzer Road 919 Third Avenue
Columbus, Ohio 43219 New York, New York 10022
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: As soon as practicable after this
registration statement becomes effective.
It is proposed that this filing will become effective:
|_| Immediately upon filing pursuant to |X| on December 15, 1999 pursuant to
paragraph (b) paragraph (b)
|_| 60 days after filing pursuant to |_| on (date) pursuant to paragraph
paragraph (a)(1) (a)(1)
|_| 75 days after filing pursuant to |_| on (date) pursuant to paragraph
paragraph (a)(2) (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>
Explanatory Note:
The purpose of this filing is solely to designate a new effective date for
post-effective amendment no. 54 to The Victory Portfolios' registration
statement on Form N-1A, filed electronically with the Securities and Exchange
Commission on October 15, 1999. The prospectuses and statement of additional
information of the funds included in that post-effective amendment no. 54 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 23.
Exhibits:
(a)(1) Certificate of Trust (1)
(a)(2)(a) Delaware Trust Instrument dated December 6, 1995, as amended. (2)
(a)(2)(b) Schedule A to Trust Instrument dated December 6, 1995, as amended
August 17, 1999.
(b) Bylaws, Amended and Restated as of August 28, 1998. (3)
(c) The rights of holders of the securities being registered are set
out in Articles II, VII, IX and X of the Trust Instrument
referenced in Exhibit (a)(2) above and in Article IV of the Bylaws
referenced in Exhibit (b) above.
(d)(1)(a) Investment Advisory Agreement dated as of March 1, 1997 between
Registrant and Key Asset Management Inc. ("KAM").(4)
(d)(1)(b) Schedule A to Investment Advisory Agreement dated as of March 1,
1997, as revised December 11, 1998.(5)
(d)(2) Investment Advisory Agreement dated March 1, 1997 between
Registrant and KAM regarding the Lakefront Fund and Real Estate
Investment Fund. (6)
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(1) Filed as an Exhibit to Post-Effective Amendment No. 26 to 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. 36 to Registrant's
Registration Statement on Form N-1A filed electronically on February 26, 1998,
accession number 0000922423-98-000264.
(3) Filed as an Exhibit to Post-Effective Amendment No. 44 to Registrant's
Registration Statement on Form N-1A filed electronically on November 19, 1998,
accession number 0000922423-98-001323.
(4) Filed as an Exhibit to Post-Effective Amendment No. 42 to Registrant's
Registration Statement on Form N-1A filed electronically on July 29, 1998,
accession number 0000922423-98-000725.
(5) Filed as an Exhibit to Post-Effective Amendment No. 54 to Registrant's
Registration Statement on Form N-1A filed electronically on October 15, 1999,
accession number 0000922423-99-001196.
(6) Filed as an Exhibit to Post-Effective Amendment No. 34 to Registrant's
Registration Statement on Form N-1A filed electronically on December 12, 1997,
accession number 0000922423-97-001015.
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<PAGE>
(d)(3) Schedule A to the Investment Advisory Agreement between Registrant
and KAM regarding the Lakefront Fund and Real Estate Investment
Fund, as amended December 11, 1998, to include the Gradison
Government Reserves Fund and Established Value Fund, as revised
December 11, 1998.(5)
(d)(4) Investment Sub-Advisory Agreement dated March 1, 1997 between KAM
and Lakefront Capital Investors, Inc. regarding the Lakefront Fund.
(6)
(d)(5) Investment Advisory Agreement dated June 1, 1998 between Registrant
and KAM regarding the International Growth Fund. (4)
(d)(6) Portfolio Management Agreement dated June 1, 1998 between
Registrant, KAM and Indocam International Investment Services, S.A.
regarding the International Growth Fund.(7)
(e)(1) Distribution Agreement dated June 1, 1996 between Registrant and
BISYS Fund Services Limited Partnership. (4)
(e)(2) Schedule I to the Distribution Agreement, as revised August 17,
1999.(5)
(f) None.
(g)(1)(a) Amended and Restated Mutual Fund Custody Agreement dated August 1,
1996 between Registrant and Key Trust of Ohio, Inc., with
Attachment B revised as of March 2, 1998. (4)
(g)(1)(b) Schedule A to the Mutual Fund Custody Agreement, as revised August
17, 1999. (5)
(g)(2) Custody Agreement dated May 31, 1996 between Morgan Stanley Trust
Company and Key Trust Company of Ohio.(8)
(h)(1) Form of Broker-Dealer Agreement.(9)
(h)(2) Administration Agreement dated October 1, 1999 between Registrant
and BISYS Fund Services Ohio, Inc. (5)
(h)(3)(a) Sub-Administration Agreement dated October 1, 1999 between BISYS
Fund Services Ohio, Inc. and KAM. (5)
(h)(4)(a) Transfer Agency and Service Agreement dated July 12, 1996 between
Registrant and State Street Bank and Trust Company. (4)
(h)(4)(b) Schedule A to the Transfer Agency and Service Agreement, as revised
August 17, 1999. (5)
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(7) Filed as an Exhibit to Post-Effective Amendment No. 40 to Registrant's
Registration Statement on Form N-1A filed electronically on June 12, 1998,
accession number 0000922423-98-000602.
(8) Filed as an Exhibit to Post-Effective Amendment No. 30 to Registrant's
Registration Statement on Form N-1A filed electronically on July 30, 1996,
accession number 0000922423-96-000344.
(9) Filed as an Exhibit to Post-Effective Amendment No. 27 to Registrant's
Registration Statement on Form N-1A filed electronically on January 31, 1996,
accession number 0000922423-96-000047.
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<PAGE>
(h)(5)(a) Fund Accounting Agreement dated June 1, 1999 between Registrant and
BISYS Fund Services Ohio, Inc. (10)
(h)(6) Purchase Agreement is incorporated herein by reference to Exhibit
13(c) to Post-Effective Amendment No. 7 to Registrant's
Registration Statement on Form N-1A filed on December 1, 1989.
(i) Not applicable.
(j)(1) Consent of PricewaterhouseCoopers LLP.
(j)(2) Consent of Kramer Levin Naftalis & Frankel LLP.
(k) Not applicable.
(l)(1) 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
Registrant's Registration Statement on Form N-1A filed on November
13, 1986.
(l)(2) Purchase Agreement dated October 15, 1989 is incorporated herein by
reference to Exhibit 13(b) to Post-Effective Amendment No. 7 to
Registrant's Registration Statement on Form N-1A filed on December
1, 1989.
(m)(1)(a) Distribution and Service Plan dated June 5, 1995. (4)
(m)(1)(b) Distribution and Service Plan -- Schedule I dated May 11, 1999.
(10)
(m)(2) Distribution Plan dated June 5, 1995 for Class B Shares of
Registrant with Schedule I amended as of February 1, 1996. (6)
(m)(3)(a) Distribution and Service Plan dated December 11, 1998 for Class G
Shares of Registrant.(11) (m)(3)(b) Schedule A to Distribution and
Service Plan dated December 11, 1998 for Class G Shares of
Registrant, as revised August 17, 1999. (5)
(m)(4)(a) Shareholder Servicing Plan dated June 5, 1995.(3)
(m)(4)(b) Schedule I to the Shareholder Servicing Plan, as revised May 11,
1999. (10)
(m)(5) Form of Shareholder Servicing Agreement. (1)
(n) Amended and Restated Rule 18f-3 Multi-Class Plan as of August 17,
1999. (5)
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(10) Filed as an Exhibit to Post-Effective Amendment No. 51 to Registrant's
Registration Statement on Form N-1A filed electronically on June 17, 1999,
accession number 0000922423-99-000795.
(11) Filed as an Exhibit to Post-Effective Amendment No. 45 to Registrant's
Registration Statement on Form N-1A filed electronically on January 26, 1999,
accession number 0000922423-99-000059.
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<PAGE>
Powers of Attorney of Roger Noall and Frank A. Weil. (12)
Powers of Attorney of Leigh A. Wilson, Harry Gazelle, Thomas F.
Morrissey, H. Patrick Swygert and Eugene J. McDonald. (2)
Item 24 Persons Controlled by or Under Common Control with Registrant.
None.
Item 25 Indemnification
Article X, Section 10.02 of Registrant's Delaware Trust Instrument, as amended,
incorporated herein as Exhibit (a)(2) 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 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.
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(12) Filed as an Exhibit to Pre-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-14 filed electronically on February 3, 1998,
accession number 0000922423-98-000095.
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<PAGE>
(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 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 26 Business and Other Connections of the Investment Adviser
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 $83 billion as of September 30, 1999. 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 $76 billion in assets under management, and provide a
full range of investment management services to personal and corporate clients.
C-5
<PAGE>
Lakefront Capital Investors, Inc. ("Lakefront"), sub-adviser of the Lakefront
Fund, 127 Public Square, Cleveland, Ohio 44114, was incorporated in 1991.
Indocam International Investment Services, S.A. ("IIIS") serves as 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 is a registered investment adviser
with the SEC and also serves as the investment adviser to the France Growth Fund
and as sub-adviser for the BNY Hamilton International Equity Fund and the John
Hancock European Equity Fund. Indocam has affiliates that are engaged in the
brokerage business. The principal office of IIIS is 90 Blvd. Pasteur, 75730,
Paris, CEDEX, 15 -- France.
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 o Senior Managing Director and Chairman.
Richard J. Buoncore o Senior Managing Director, President and Chief
Executive Officer.
Bradley E. Turner o Senior Managing Director and Chief Operating Officer.
Anthony Aveni o Senior Managing Director and Chief Investment Officer
of Society Asset Management Division.
Vincent DeP. Farrell o Senior Managing Director and Chief Investment
Officer of Spears, Benzak, Salomon & Farrell
Division.
Richard E. Salomon o Senior Managing Director.
Gary R. Martzolf o Senior Managing Director.
Other Officers:
Charles G. Crane o Senior Managing Director and Chief Market Strategist.
James D. Kacic o Chief Financial Officer, Chief Administrative
Officer, and Senior Managing Director.
William R. Allen o Managing Director.
Jeff D. Suhanic o Chief Compliance Officer.
Michael Foisel o Assistant Treasurer.
William J. Blake o Secretary.
Steven N. Bulloch o Assistant Secretary. Also, Senior Vice President and
Senior Counsel of KeyCorp Management Company.
Kathleen A. Dennis o Senior Managing Director.
The business address of each of the foregoing individuals is 127 Public Square,
Cleveland, Ohio 44114.
C-6
<PAGE>
The principal executive officer and director of Lakefront is:
Nathaniel E. Carter o President and Chief Investment Officer.
The business address of the foregoing individual is 127 Public Square,
Cleveland, Ohio 44114.
The principal executive officers and directors of IIIS are as follows:
Jean-Claude Kaltenbach o Chairman
and CEO.
Ian Gerald McEvatt o Director. Claude Doumic o Director.
Didier Guyot de la Pommeraye o Director. Charles Vergnot o Director.
Eric Jostrom o Director. Gerard Sutterlin o Secretary
General.
The business address of each of the foregoing individuals is 90 Blvd. Pasteur,
75730 Paris, CEDEX 15 -- France.
Item 27 Principal Underwriter
(a) BISYS Fund Services Limited Partnership (the "Distributor"), an affiliate of
Registrant's administrator, also acts as the distributor for the following
investment companies as of November 9, 1999.
Alpine Equity Trust Meyers Investment Trust
American Performance Funds MMA Praxis Mutual Funds
AmSouth Mutual Funds M.S.D. & T. Funds
The BB&T Mutual Funds Group Pacific Capital Funds
The Coventry Group Republic Advisor Funds Trust
ESC Strategic Funds, Inc. Republic Funds Trust
The Eureka Funds Sefton Funds Trust
Fifth Third Funds SSgA International Liquidity Fund
Governor Funds Summit Investment Trust
Hirtle Callaghan Trust USAllianz Funds
HSBC Funds Trust and HSBC USAllianz Funds Variable
Mutual Funds Trust Insurance Products
The Infinity Mutual Funds, Inc. Trust
INTRUST Funds Trust Valenzuela Capital Trust
Magna Funds Variable Insurance Funds
Mercantile Mutual Funds, Inc. The Victory Variable Insurance Funds
Metamarkets.com Vintage Mutual Funds, Inc.
(b) Directors and officers of BISYS Fund Services, Inc., the general partner of
the Distributor, as of November 9, 1999 were as follows:
Lynn Mangum o Director.
Dennis Sheehan o Director.
Kevin Dell o Vice President and Secretary.
William Tomko o Senior Vice President.
Michael Burns o Vice President.
Robert Tuch o Assistant Secretary.
None of the foregoing individuals holds any position with Registrant. The
business address of each of these individuals is BISYS Fund Services, Inc., 3435
Stelzer Road, Columbus, Ohio 43215.
C-7
<PAGE>
(c) Not applicable.
Item 28. 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
(records relating to its function 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 function 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 function as shareholder servicing agent).
(5) BISYS Fund Services Ohio, Inc., 3435 Stelzer Road, Columbus, Ohio 43219
(records relating to its functions as administrator and fund accountant).
(6) BISYS Fund Services Limited Partnership, 3435 Stelzer Road, Columbus, Ohio
43219 (records relating to its function as distributor).
(7) State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110-3875 (records relating to its function as transfer
agent).
(8) Boston Financial Data Services, Inc., Two Heritage Drive, Quincy,
Massachusetts 02171 (records relating to its functions as dividend
disbursing agent and shareholder servicing agent).
(9) 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).
(10) Chase Manhattan Bank, 55 Water Street, Room 728, New York, New York 10041
(records relating to its function as sub-custodian of the Balanced Fund,
Convertible Securities Fund, International Growth Fund, Lakefront Fund, and
Real Estate Investment Fund).
Item 29 Management Services
None.
Item 30 Undertakings
None.
NOTICE
A copy of the Certificate of Trust of Registrant is on file with the Secretary
of State of Delaware and notice is hereby given that this Post-Effective
Amendment to Registrant's Registration Statement has been executed on behalf of
Registrant by officers of, and Trustees of, 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 Registrant individually but are binding only upon
the assets and property of Registrant.
C-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act and the
Investment Company Act, Registrant certifies that it meets all of the
requirements for effectiveness of this registration statement under Rule 485(b)
under the Securities Act and has duly caused this registration statement to be
signed on its behalf by the undersigned, duly authorized, in the City of New
York, and the State of New York on this 14th day of December 1999.
THE VICTORY PORTFOLIOS
By:/s/ Leigh A. Wilson
---------------------------------------
Leigh A. Wilson, President and Trustee
Pursuant to the requirements of the Securities Act, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated:
Signature Title Date
--------- ----- ----
/s/ Roger Noall Chairman of the Board and December 14, 1999
- --------------- and Trustee
Roger Noall
/s/ Leigh A. Wilson Trustee December 14, 1999
- -------------------
Leigh A. Wilson
/s/ Joel B. Engle Treasurer December 14, 1999
- -----------------
Joel B. Engle
/s/ Harry Gazelle* Trustee December 14, 1999
- -----------------------
Harry Gazelle
/s/ Thomas F. Morissey* Trustee December 14, 1999
- -----------------------
Thomas F. Morrissey
/s/ H. Patrick Swygert* Trustee December 14, 1999
- -----------------------
H. Patrick Swygert
/s/ Frank A. Weil* Trustee December 14, 1999
- ------------------
Frank A. Weil
/s/ Eugene J. McDonald* Trustee December 14, 1999
- -----------------------
Eugene J. McDonald
- --------------------------------
*By: /s/ Carl Frischling
Carl Frischling
Attorney-in-fact
<PAGE>
THE VICTORY PORTFOLIOS
INDEX TO EXHIBITS
Item 23.
Exhibit Number
EX-99.j(a) Kramer Levin Naftalis & Frankel LLP consent.
EX-99.j(b) PricewaterhouseCoopers LLP consent.
KRAMER LEVIN NAFTALIS & FRANKEL LLP
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
47, Avenue Hoche
TEL (212) 715-9100 75008 Paris
FAX (212) 715-8000 France
December 14, 1999
The Victory Portfolios
3435 Stelzer Road
Columbus, Ohio 43219
Re: The Victory Portfolios
Post-Effective Amendment No. 57
File Nos. 33-8982; 811-4852
--------------------------------
Gentlemen:
We hereby consent to the reference to our firm as counsel in Post-Effective
Amendment No. 57 to Registration Statement No. 33-8982. In addition, we
incorporate by reference our opinions as to the legality of the securities being
registered as follows: (1) our opinion filed on November 19, 1998 as an Exhibit
to Post-Effective Amendment No. 44; (2) our opinion filed on April 1, 1999 as an
Exhibit to Post-Effective Amendment No. 50, and (3) our opinion filed on October
15, 1999 as an Exhibit to Post-Effective No. 54.
Very truly yours,
/s/ Kramer Levin Naftalis & Frankel LLP
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Post-Effective Amendment No. 57
to the Registration Statement of The Victory Portfolios on Form N-1A (File No.
33-8982) of our reports dated December 11, 1998 on our audits of the financial
statements and financial highlights of The Victory Portfolios (comprising,
respectively, the U.S. Government Obligations Fund, Prime Obligations Fund,
Financial Reserves Fund, Tax Free Money Market Fund, Ohio Municipal Money Market
Fund, Limited Term Income Fund, Intermediate Income Fund, Fund for Income,
Government Mortgage Fund, Investment Quality Bond Fund, National Municipal Bond
Fund, New York Tax Free Fund, Ohio Municipal Bond Fund, Balanced Fund,
Convertible Securities Fund, Real Estate Investment Fund, Value Fund, Lakefront
Fund, Diversified Stock Fund, Stock Index Fund, Growth Fund, Special Value Fund,
Ohio Regional Stock Fund, International Growth Fund, Special Growth Fund,
Institutional Money Market Fund, Federal Money Market Fund, LifeChoice Moderate
Growth Fund, LifeChoice Growth Fund and LifeChoice Conservative Growth Fund),
which reports are included in the Annual Reports to Shareholders for the year
ended October 31, 1998. We also consent to the references to our Firm under the
captions "Financial Highlights" in the Prospectuses and "Financial Statements"
and "Independent Accountants" in the Statement of Additional Information
incorporated by reference in this Post-Effective Amendment No. 57 to
Registration Statement of The Victory Portfolios on Form N-1A (File No.
33-8982).
/s/ PricewaterhouseCooopers, LLP
Columbus, Ohio
December 14, 1999
