As filed with the Securities and Exchange Commission on July 27, 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. 52 [X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 53
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:
<TABLE>
<CAPTION>
<S> <C>
|_| Immediately upon filing pursuant to paragraph (b) |X| on July, 28, 1999 pursuant to paragraph (b)
|_| 60 days after filing pursuant to paragraph (a)(1) |_| on (date) pursuant to paragraph (a)(1)
|_| 75 days after filing pursuant to paragraph (a)(2) |_| on (date) pursuant to paragraph (a)(2) of rule 485.
</TABLE>
If appropriate, check the following box:
|_| this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
CROSS-REFERENCE SHEET
THE VICTORY PORTFOLIOS
(Pursuant to Rule 404 showing location in the prospectuses for Small
Opportunity Fund and Established Value Fund, two series of The Victory
Portfolios, of the responses to the Items in Part A and location in the
Statement of Additional Information for this Fund of the responses to the Items
in Part B of Form N-1A).
Part A
------
Form N-1A,
Item Number Prospectus Caption
----------- ------------------
1(a) Front Cover Page
(b) Back Cover Page
2(a) Risk/Return Summary - Investment Objective
(b) Risk/Return Summary - Principal Investment Strategies
(c) Risk/Return Summary - Principal Risks
3 Risk/Return Summary - Fund Expenses
4(a) Risk/Return Summary - Investment Objective
(b) Risk/Return Summary - Principal Investment Strategies
(c) Risk Factors
5(a) Not Applicable
(b) Not Applicable
(c) Not Applicable
6(a) Organization and Management of the Funds
(b) Not Applicable
7(a) Share Price
(b) How to Buy Shares
(c) How to Sell Shares
(d) Dividends, Distributions and Taxes
(e) Important Information about Taxes
(f) Not Applicable
8(a) Not Applicable
(b) Organization and Management of the Funds - Distribution
and Service Plan
(c) Not Applicable
9 Financial Highlights
<PAGE>
Part B
------
Form N-1A,
Item No. Statement of Additional Information Caption
-------- -------------------------------------------
10(a) Front Cover Page
(b) Table of Contents
11(a) Additional Information - Description of Shares
(b) Not Applicable
12(a) Statement of Additional Information
(b) Instruments in Which the Funds Can Invest
(c) Investment Policies and Limitations
(d) Temporary Defensive Measures - Short-Term Obligations
(e) Advisory and Other Contracts -- Portfolio Turnover
13(a) Trustees and Officers - Board of Trustees
(b) Trustees and Officers - Board of Trustees; Officers
(c) Trustees and Officers - Board of Trustees
(d) Trustees and Officers - Board of Trustees
(e) Trustees and Officers - Officers
14(a) Additional Information
(b) Additional Information
(c) Trustees and Officers - Officers
15(a) Advisory and Other Contracts - Investment Adviser
(b) Advisory and Other Contracts - Distributor
(c) Advisory and Other Contracts - Investment Adviser
(d) Transfer Agent; Other Servicing Plans; Distribution and
Service Plan; Fund Accountant; Legal Counsel
(e) Not Applicable
(f) Additional Purchase, Exchange, and Redemption
Information - Dealer Reallowances
(g) Distribution Plan
(h) Administrator; Transfer Agent; Custodian; Independent
Accountants; Legal Counsel
16(a) Portfolio Transactions
(b) Portfolio Transactions
(c) Portfolio Transactions
(d) Portfolio Transactions
<PAGE>
(e) Not Applicable
17(a) Additional Information - Description of Shares
(b) Not Applicable
18(a) Additional Purchase, Exchange, and Redemption
Information; Purchasing Shares
(b) Not Applicable
(c) Additional Purchase, Exchange, and Redemption
Information; Purchasing Shares
(d) Additional Purchase, Exchange, and Redemption
Information
19(a) Taxes
(b) Taxes
20(a) Distributor
(b) Not Applicable
(c) Not Applicable
21(a) Performance of the Money Market Funds
(b) Performance of the Non-Money Market Funds
22(a) Independent Accountants
(b) Independent Accountants
(c) Not Applicable
Part C
- ------
Information required to be included in Part C is set forth under the appropriate
Item, so numbered, in Part C to this Registration Statement.
<PAGE>
1. The prospectus for the Small Company Opportunity Fund dated March
29, 1999, is incorporated by reference to: (1) post-effective
amendment No. 49 to The Victory Portfolios' registration statement on
Form N-1A filed electronically with the Securities and Exchange
Commission on March 26, 1999 (accession number 0000922423-99- 000451);
and, (2) a filing submitted pursuant to Rule 497(j) under the
Securities Exchange Act of 1933, as amended, filed electronically with
the Securities and Exchange Commission on March 30, 1999 (accession
number 0000922423-99- 000463).
2. The statement of additional information for the Small Company
Opportunity Fund dated March 1, 1999, as supplemented March 29, 1999
and April 26, 1999, is incorporated by reference to: (1)
post-effective amendment No. 47 to The Victory Portfolios'
registration statement on Form N-1A filed electronically with the
Securities and Exchange Commission on February 26, 1999 (accession
number 0000922423-99- 000363), (2) a filing submitted pursuant to Rule
497(e) under the Securities Act of 1933, as amended, filed
electronically with the Securities and Exchange Commission on March
29, 1999 (accession number 0000922423-99-000455), and (3) a filing
submitted pursuant to Rule 497(e) under the Securities Act of 1933, as
amended, filed electronically with the Securities and Exchange
Commission on April 23, 1999 (accession number 0000922423-99-000558).
3. The prospectus for the Established Value Fund dated April 5, 1999,
is incorporated by reference to post-effective amendment No. 50 to The
Victory Portfolios' registration statement on Form N-1A filed
electronically with the Securities and Exchange Commission on April 1,
1999 (accession number 0000922423-99-000490).
4. The statement of additional information for the Established Value
Fund dated April 5, 1999, is incorporated by reference to
post-effective amendment No. 50 to The Victory Portfolios'
registration statement on Form N-1A filed electronically with the
Securities and Exchange Commission on April 1, 1999 (accession number
0000922423-99- 000490).
<PAGE>
Dear Shareholder:
The Victory Prospectus for the Small Company Opportunity Fund is being revised.
This information is important and is part of your Prospectus.
- -------------------------------------------------------------------------------
The Victory Portfolios
Small Company Opportunity Fund
Supplement dated July 28, 1999
To the Prospectus dated March 29, 1999
1. The new date of the Fund's Prospectus is July 28, 1999.
2. The Fund's year-to-date total returns as of June 30, 1999 were (3.58%) for
Class A Shares and 2.25% for Class G Shares.
3. On page 3, in the Risk/Return Summary, replace the "Fund Expenses" section
with the following information:
This table describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.
<TABLE>
<CAPTION>
Shareholder Transaction Expenses
(paid directly from your investment) * Class A Class G
<S> <C> <C>
Maximum Sales Charge Imposed on Purchase
(as a percentage of offering price) 5.75% NONE
-----------------------------------------------------------------------------------------------
Deferred Sales Charge ** NONE
-----------------------------------------------------------------------------------------------
Maximum Sales Charge Imposed On Reinvested Dividends NONE NONE
-----------------------------------------------------------------------------------------------
Redemption Fees NONE NONE
-----------------------------------------------------------------------------------------------
Exchange Fees NONE NONE
<CAPTION>
Annual Fund Operating Expenses (expenses that are deducted Class A Class G
from Fund assets)
<S> <C> <C>
Management Fees(1) 0.62% 0.62%
-----------------------------------------------------------------------------------------------
Distribution (12b-1) Fees 0.00% 0.50%
-----------------------------------------------------------------------------------------------
Other Expenses 0.53%(2) 0.31%
-----------------------------------------------------------------------------------------------
Total Fund Operating Expenses 1.15%(3) 1.43%
------- ------
-----------------------------------------------------------------------------------------------
Fee Waiver (0.13%) (0.13%)
------- ------
-----------------------------------------------------------------------------------------------
Net Expenses 1.02% 1.30%(4)
----- -------
----- -------
</TABLE>
* You may be charged additional fees if you buy, exchange, or sell
shares through a broker or agent.
** None, except for investments of $1 million or more. See "Investing
with Victory -- Calculation of Sales Charges -- Class A."
1 Management fees are based on the average daily net assets of the
Fund at an annual rate of 0.65% on the first $100 million, 0.55%
on the next $100 million and 0.45% in excess of $200 million.
2 Includes a shareholder servicing fee of 0.25%.
3 For the period March 26, 1999 (inception of operations of Class A
Shares) through March 31, 1999, the Adviser waived a portion of
its fee so that the Fund's net operating expenses equaled 0.98% on
an annualized basis for Class A Shares. The Adviser has agreed to
waive its management fee to the same extent that the fee is waived
for Class G Shares until at least April 1, 2001.
4 The Adviser has agreed to waive its management fee and/or
reimburse expenses, as allowed by law, to the extent necessary to
maintain the Fund's Class G net operating expenses at a maximum of
1.30% until at least April 1, 2001.
EXAMPLE
The following Example is designed to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Fund for the time
periods shown and then redeem all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return
each year and that the Fund's operating expenses remain the same.
Although your actual costs may be higher or lower, based on these
assumptions your costs would be:
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A $673 $881 $1,106 $1,751
Class G * $132 $426 $ 756 $1,690
</TABLE>
* This Example assumes that Total Annual Fund Operating Expenses will
equal 1.30% until April 1, 2001 and will equal 1.43% thereafter.
4. On page 19, under "Financial Highlights," replace the text and the table with
the following:
The Financial Highlights table is intended to help you understand the
Fund's financial performance for the past five years. Certain information shows
the results of an investment in one share of the Fund. The total returns in the
table represent the rate than an investor would have earned on an investment in
the Fund (assuming reinvestment of all dividends and distributions).
These financial highlights reflect historical performance about the
Gradison Opportunity Value Fund, the predecessor to the Fund. The financial
highlights for the four fiscal years and one period ended March 31, 1999 and the
year ended April 30, 1994, were audited by Arthur Andersen LLP, whose report,
along with the financial statements of the Fund, are included in the Fund's
annual report, which is available by calling the Fund at 800-539-FUND or
Gradison McDonald at 513-579-5999 or 800-869-5999. The Special Growth Fund
assumed the performance and accounting history of Gradison Opportunity Value
Fund after the reorganization.
<TABLE>
<CAPTION>
Class A
Shares Class G Shares
----------- --------------------------------------------------------------------------
March 26, Year Year Year Year 11 Months Year
1999 to Ended Ended Ended Ended Ended Ended
March 31, March 31, March 31, March 31, March 31, March 31, April
1999(a)(b) 1999(b) 1998 1997 1996 1995 30, 1994
<S> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of $ 20.23 $ 27.89 $ 22.77 $ 22.26 $ 18.10 $ 18.35 $17.55
Period
- -----------------------------------------------------------------------------------------------------------------------------------
Investment Activities
Net investment income 0.00 0.10 0.23 0.20 0.19 0.13 0.08
Net realized and unrealized
gains (losses) on 0.48 (6.06) 8.72 2.51 4.73 0.18 1.59
investments from investments
- -----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities 0.48 (5.96) 8.95 2.71 4.92 0.31 1.67
- -----------------------------------------------------------------------------------------------------------------------------------
Distributions
Net investment income 0.00 (0.14) (0.27) (0.17) (0.18) (0.12) (0.07)
Net realized gains 0.00 (1.08) (3.56) (2.04) (0.58) (0.44) (0.80)
- -----------------------------------------------------------------------------------------------------------------------------------
Total Distributions 0.00 (1.22) (3.83) (2.21) (0.76) (0.56) (.087)
- -----------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, $ 20.71 $ 20.71 $ 27.89 $ 22.77 $ 22.26 $ 18.10 $18.35
End of Period
- -----------------------------------------------------------------------------------------------------------------------------------
Total Return
(excludes sales charges) 2.37%(d) (22.08)% 42.02% 12.46% 28.00% 1.75%(d) 9.75%
Ratios/Supplemental Data:
Net Assets, End of Period (000) $ 64,587 $ 125,761 $ 175,684 $ 114,451 $ 102,979 $ 84,738 $83,296
Ratio of expenses to average
net assets 0.98%(e) 1.30%(b) 1.31% 1.36% 1.41% 1.37%(e) 1.38%
Ratio of net investment income
(loss) to average net assets 1.50%(e) 0.41% 0.86% 0.90% 0.95% 0.84%(e) 0.47%
Ratio of expenses to average
net assets 1.19%(c)(e) 1.30%(c) -- -- -- -- --
Ratio of net investment income
to average net assets 1.29%(c)(e) 0.41%(c) -- -- -- -- --
Portfolio turnover rate 30% 30% 42% 35% 24% 32% 40%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Period from commencement of operations.
(b) Effective March 26, 1999, the Gradison Opportunity Value Fund merged into
the Victory Special Growth Fund. Concurrent with the merger the Fund was
renamed Victory Small Company Opportunity Fund. Financial highlights prior
to March 26, 1999 represent the Gradison Opportunity Value Fund.
(c) Effective March 26, 1999, the Adviser agreed to waive its management fee or
to reimburse expenses, as allowed by law, to the extent necessary to
maintain the net operating expenses of the Class G shares its management fee
for Class A shares to the same extent the fee is waived for Class G shares
until at least April 1, 2001.
(d) Not annualized.
(e) Annualized.
Please insert this Supplement in the front of your Prospectus. If you want to
obtain more information, please call the Fund at 800-539-FUND or Gradison
McDonald at 513-579-5999 or 800-869-5999.
VF-SGF-SUP1
<PAGE>
Dear Shareholder:
The Victory Prospectus for the Established Value Fund is being revised. This
information is important and is part of your Prospectus.
- ------------------------------------------------------------------------------
The Victory Portfolios
Established Value Fund
Supplement dated July 28, 1999
To the Prospectus dated April 5, 1999
1. The new date of the Fund's Prospectus is July 28, 1999.
2. The Fund's year-to-date total return as of June 30, 1999 was 15.39%
for Class G Shares.
3. On page 3, in the Risk/Return Summary, replace the "Fund Expenses"
section with the following information:
This table describes the fees and expenses that you may pay if you buy
and hold shares of the Fund.
<TABLE>
<CAPTION>
Shareholder Transaction Expenses
(paid directly from your investment) * Class G
<S> <C>
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price) NONE
----------------------------------------------------------------------------------------
Deferred Sales Charge NONE
----------------------------------------------------------------------------------------
Maximum Sales Charge Imposed On Reinvested Dividends NONE
----------------------------------------------------------------------------------------
Redemption Fees NONE
----------------------------------------------------------------------------------------
Exchange Fees NONE
</TABLE>
<TABLE>
<CAPTION>
Annual Fund Operating Expenses (expenses that are deducted
from Fund assets) Class G
<S> <C>
Management Fees(1) 0.51%
----------------------------------------------------------------------------------------
Distribution (12b-1) Fees 0.50%
----------------------------------------------------------------------------------------
Other Expenses 0.25%
-----
----------------------------------------------------------------------------------------
Total Fund Operating Expenses 1.26%
-----
----------------------------------------------------------------------------------------
Fee Waiver (0.16%)
-----
----------------------------------------------------------------------------------------
Net Expenses(2) 1.10%
-----
-----
</TABLE>
* You may be charged additional fees if you buy, exchange, or sell
shares through a broker or agent.
1 Management fees are based on the average daily net assets of the
Fund at an annual rate of 0.65% on the first $100 million, 0.55%
on the next $100 million and 0.45% in excess of $200 million.
2 The Adviser has agreed to waive its management fee or to reimburse
expenses, as allowed by law, to the extent necessary to maintain
the net operating expenses at a maximum of 1.10% until at least
April 1, 2001.
<PAGE>
EXAMPLE
The following Example is designed to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Fund for the time
periods shown and then redeem all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return
each year and that the Fund's operating expenses remain the same.
Although your actual costs may be higher or lower, based on these
assumptions your costs would be:
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Class G * $112 $367 $ 660 $1,494
</TABLE>
* This Example assumes that Total Annual Fund Operating Expenses will
equal 1.10% until April 1, 2001 and will equal 1.26% thereafter.
4. On page 18, under "Financial Highlights," replace the table with the
following columns:
The Financial Highlights table is intended to help you understand the
Fund's financial performance for the past five years. Certain information shows
the results of an investment in one share of the Fund. The total returns in the
table represent the rate than an investor would have earned on an investment in
the Fund (assuming reinvestment of all dividends and distributions).
These financial highlights reflect historical performance about the
Gradison Established Value Fund, the predecessor to the Fund. The financial
highlights for the four fiscal years and one period ended March 31, 1999 and the
year ended April 30, 1994, were audited by Arthur Andersen LLP, whose report,
along with the financial statements of the Fund, are included in the Fund's
annual report, which is available by calling the Fund at 800-539-FUND or
Gradison McDonald at 513-579-5999 or 800-869-5999.
<TABLE>
<CAPTION>
Class G Shares
-------------------------------------------------------------------------------------------------
Year Year Year 11 Months
Year Ended Ended Ended Ended Ended Year Ended
March 31, March 31, March 31, March 31, March 31, April 30,
1999(a) 1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of $ 33.94 $ 28.83 $ 27.57 $ 23.38 $ 22.52 $ 21.38
Period
- -----------------------------------------------------------------------------------------------------------------------------------
Investment Activities
Net investment income 0.29 0.46 0.44 0.44 0.38 0.26
Net realized and unrealized
gains (losses) on
investments from investments (0.71) 7.70 3.62 5.19 1.52 2.10
- -----------------------------------------------------------------------------------------------------------------------------------
Total from Investment
Activities (0.42) 8.16 4.06 5.63 1.90 2.36
- -----------------------------------------------------------------------------------------------------------------------------------
Distributions
Net investment income (0.30) (0.48) (0.45) (0.43) (0.37) (0.22)
Net realized gains (1.88) (2.57) (2.35) (1.01) (0.66) (1.00)
- -----------------------------------------------------------------------------------------------------------------------------------
Total Distributions (2.18) (3.05) (2.80) (1.44) (1.03) (1.22)
- -----------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period $ 31.34 $ 33.94 $ 28.83 $ 27.57 $ 23.39 $ 22.52
- -----------------------------------------------------------------------------------------------------------------------------------
Total Return
(excludes sales charges) (1.01)% 29.67% 15.14% 24.84% 8.85%(c) 11.30%
Ratios/Supplemental Data:
Net Assets, End of Period (000) $ 478,984 $ 567,255 $ 429,726 $ 366,417 $ 277,370 $ 253,292
Ratio of expenses to average
net assets 1.09% 1.10% 1.12% 1.15% 1.20%(b) 1.22%
Ratio of net investment income
(loss) to average net assets 0.92% 1.44% 1.57% 1.70% 1.87%(b) 1.15%
Portfolio turnover rate 37% 20% 31% 18% 24% 38%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
(a) Effective 4/1/99 the Gradison Established Value Fund became the Victory
Established Value Fund. Financial highlights prior to 4/1/99 represent the
Gradison Established Value Fund.
(b) Annualized.
(c) Not annualized.
Please insert this Supplement in the front of your Prospectus. If you want to
obtain more information, please call the Fund at 800-539-FUND or Gradison
McDonald at 513-579-5999 or 800-869-5999.
VF_EVF_SUPP1
<PAGE>
PART B
THE VICTORY PORTFOLIOS
<TABLE>
<S> <C> <C>
Balanced Fund International Growth Fund Ohio Municipal Money Market Fund
Convertible Securities Fund Investment Quality Bond Fund Ohio Regional Stock Fund
Diversified Stock Fund Lakefront Fund Prime Obligations Fund
Federal Money Market Fund LifeChoice Conservative Investor Fund Real Estate Investment Fund
Financial Reserves Fund LifeChoice Moderate Investor Fund Small Company Opportunity Fund
Fund for Income LifeChoice Growth Investor Fund Special Value Fund
Government Mortgage Fund Limited Term Income Fund Stock Index Fund
Growth Fund National Municipal Bond Fund Tax-Free Money Market Fund
Institutional Money Market Fund New York Tax-Free Fund U.S. Government Obligations Fund
Intermediate Income Fund Ohio Municipal Bond Fund Value Fund
</TABLE>
Supplement dated July 28, 1999
To the Statement of Additional Information
dated March 1, 1999
As supplemented March 29, 1999 and April 26, 1999
The following information relates to the Gradison Opportunity Value
Fund, the predecessor to the Victory Small Company Opportunity Fund.
1. Dividend Yield and Distribution Return. The following replaces the
information on page 76 as it relates to the Small Company Opportunity Fund:
<TABLE>
<CAPTION>
Distribution
Dividend Yield Dividend Yield Return at Distribution
at Maximum at Net Asset Maximum Return at Net
Offering Price Value Offering Price Asset Value
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Small Company Opportunity Fund: 0.64% 0.68% 5.55% 5.89%
Class A (as of March 31, 1999)
- --------------------------------------------------------------------------------------------------------------------
Small Company Opportunity Fund: N/A 0.68% N/A 5.89%
Class G (as of March 31, 1999)
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
2. Average Annual Total Return and Cumulative Total Return. The
following replaces the information on page 79 as it relates to the Small Company
Opportunity Fund:
<TABLE>
<CAPTION>
Average
Annual Total Cumulative
Return for Total Return One-Year
the Life of for the Life of Average Annual Five-Year Average Ten-Year Average
the Fund at the Fund at Total Return Annual Total Annual Total
Maximum Maximum Maximum at Maximum Return at Maximum Return at Maximum
Sales Charge Offering Price Offering Price Offering Price Offering Price Offering Price
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Small Company 5.75% 9.47% 310.83% (26.56)% 9.34% 10.25%
Opportunity Fund:
Class A
- ---------------------------------------------------------------------------------------------------------------------------------
Small Company N/A 9.88% 335.89% (22.08)% 10.64% 10.90%
Opportunity Fund:
Class G
</TABLE>
3. Average Annual Total Return at Net Asset Value. The following
replaces the information on page 80 as it relates to the Small Company
Opportunity Fund:
<TABLE>
<CAPTION>
Average Annual Total Return at Net Cumulative Total Return at Net Asset
Asset Value Value
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Small Company Opportunity Fund: Class A 9.88% 335.89%
</TABLE>
4. Investment Advisory Fees. The following replaces the information on
page 105 as it relates to the Small Company Opportunity Fund:
<TABLE>
<CAPTION>
1999 1998 1997
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Small Company Opportunity Fund (years $935,246 * $881,658 * $699,336 *
ended March 31)
</TABLE>
* The fees were subject to waivers of $1,689 for the fiscal year ended
March 31, 1999.
5. Brokerage Commissions. The following replaces the information on
page 108 as it relates to the Small Company Opportunity Fund:
<PAGE>
<TABLE>
<CAPTION>
1999 1998 1997
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Small Company Opportunity Fund (years $311,946 $136,378 $92,853
ended March 31)
</TABLE>
6. Portfolio Turnover Rate. The following replaces the information on
page 109 as it relates to the Small Company Opportunity Fund:
<TABLE>
<CAPTION>
1999 1998
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
Small Company Opportunity Fund (years 30% 42%
ended March 31)
</TABLE>
7. Miscellaneous Service Fees. The Small Company Opportunity Fund paid
transfer agency and accounting fees to an affiliate as follows:
<TABLE>
<CAPTION>
1999 1998 1997
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Small Company Opportunity Fund (years $195,530 $170,769 $154,756
ended March 31)
</TABLE>
8. Rule 12b-1 Payments. On page 115, add the following information to
reflect the payment of 12b-1 fees paid to the distributor of the Predecessor
Fund.
<TABLE>
<CAPTION>
1999 1998 1997
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Small Company Opportunity Fund (years $759,344 $710,599 $544,851
ended March 31)
</TABLE>
9. Financial Statements. The audited financial statements of the Small
Company Opportunity Fund for the fiscal year ended March 31, 1999 are
incorporated by reference herein. These financial statements have been audited
by Arthur Andersen LLP as set forth in their report incorporated by reference
herein, and are included in reliance upon such report and on the authority of
such firm as experts in auditing and accounting. Arthur Andersen LLP's address
is 425 Walnut Street, Cincinnati, Ohio 45202.
10. Additional Information (5% Shareholders). On page 121, add the
following information to reflect the names and addresses of the holders of 5% or
more of the outstanding shares of each class of the Small Company Opportunity
Fund's equity securities as of July 23, 1999.
<PAGE>
<TABLE>
<CAPTION>
Percent Owned Percent Owned
Victory Fund Name and Address of Owner of Record Beneficially
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Small Company Opportunity SNBOC and Company 94.37% -
Fund Class A P.O. Box 93971
4900 Tiedeman Rd.
Cleveland, OH 44144-2338
- --------------------------------------------------------------------------------------------------------------------
Small Company Opportunity McDonald & Co. Securities 99.50% -
Fund Class G The Exclusive Benefit of Customers
ATN: Jeff Garter
C/O Gradison Division
580 Walnut St.
Cincinnati, OH 45202-3110
</TABLE>
If you would like more information about the Victory Funds call 800-539-FUND or
Gradison McDonald at 800-869-5999 or 513-579-5999.
VF-SAI-SUP3
<PAGE>
THE VICTORY PORTFOLIOS
Gradison Government Reserves Fund
Established Value Fund
Supplement dated July 28, 1999
To the Statement of Additional Information
dated April 5, 1999
The following information relates to the Gradison Established Value
Fund, the predecessor to the Victory Established Value Fund.
1. Dividend Yield and Distribution Return. The following replaces the
second full paragraph on page 16 under the heading "Dividend Yield and
Distribution Returns:"
"For Class G shares, the maximum offering price is the net asset value
per share. For the 12 months ended March 31, 1999, the dividend yield
of the Gradison Established Value Fund is 0.96% and the distribution
rate is 6.96%."
2. Average Annual Total Return. The following replaces the first full
paragraph on page 17 under the caption "Total Returns:"
"The Average Annual Total Returns for the Gradison Established Value
Fund for the one, five and ten year periods ended March 31, 1999 and
since the Fund's inception are (1.01)%, 14.78%, 12.65% and 14.15%. The
Cumulative Total Return for the Gradison Established Value Fund since
inception to March 31, 1999 is 691.29%."
3. Investment Advisory Fees. The following replaces the first paragraph
on page 29 under the caption "Investment Adviser" as it relates to Gradison
Established Value Fund:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
1999 1998 1997
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Gradison Established Value Fund (years $2,631,041 $2,580,124 $2,093,562
ended March 31)
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
4. Brokerage Commissions. Insert the following before the first full
paragraph on page 31, under the caption, "Portfolio Transactions - Established
Value Fund:"
"For the years ended March 31, 1999, 1998 and 1997, the Gradison
Established Value Fund paid brokerage commissions of $512,565, $200,205
and $261,702."
5. Portfolio Turnover Rate. The following replaces the last sentence of
the paragraph under the caption "Portfolio Turnover" on page 31:
"For the year ended March 31, 1999, the portfolio turnover rate for the
Gradison Established Value Fund was 37%."
6. Miscellaneous Service Fees. The Gradison Established Value Fund paid
transfer agency and accounting fees to an affiliate as follows:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
1999 1998 1997
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Gradison Established Value Fund (years $418,827 $384,111 $333,673
ended March 31)
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
7. Rule 12b-1 Payments. The following replaces the information after
the third full paragraph on page 34 under the caption "Class G Shares
Distribution and Service Plan" as it relates to fees paid under the Rule 12b-1
Distribution Plan of the Gradison Established Value Fund:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
1999 1998 1997
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Gradison Established Value Fund (years $2,510,722 $2,454,412 $1,928,903
ended March 31) (1/2 for distribution
services and 1/2 for shareholder services)
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
8. Distributor. Prior to April 1, 1999, Gradison McDonald was the
Distributor of the Funds.
9. Additional Information (5% Shareholders). As of July 23, 1999,
McDonald & Co. Securities for the Exclusive Benefit of Customers, Attn. Jeff
Carter, c/o Gradison Division, 580 Walnut Street, Cincinnati, Ohio owns of
record 99.10% of the Shares of the Established Value Fund, and may be deemed to
be a "control" person.
10. Financial Statements. The audited financial statements of the
Established Value Fund for the fiscal year ended March 31, 1999 are incorporated
by reference herein. These financial statements have been audited by Arthur
Andersen LLP as set forth in their report incorporated by reference herein, and
are included in reliance upon such report and on the authority of such firm as
experts in auditing and accounting. Arthur Andersen LLP's address is 425 Walnut
Street, Cincinnati, Ohio 45202.
If you would like more information about the Victory Funds call 800-539-FUND or
Gradison McDonald at 800-869-5999 or 513-579-5999.
VF_SAI_SUP1
<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) Delaware Trust Instrument dated December 6, 1995, as amended. (2)
(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) Investment Advisory Agreement dated as of March 1, 1997 between
Registrant and Key Asset Management Inc. ("KAM"), with Schedule A
amended as of March 1, 1997, March 2, 1998 and May 29, 1998. (4)
(d)(2) Investment Advisory Agreement dated March 1, 1997 between
Registrant and KAM regarding the Lakefront Fund and Real Estate
Investment Fund. (5)
(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. (6)
(d)(4) Investment Sub-Advisory Agreement dated March 1, 1997 between KAM
and Lakefront Capital Investors, Inc. regarding the Lakefront
Fund. (5)
- --------------------------------
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. 34 to
Registrant's Registration Statement on Form N-1A filed
electronically on December 12, 1997, accession number
0000922423-97-001015.
6 Filed as an Exhibit to Post-Effective Amendment No. 51 to
Registrant's Registration Statement on Form N-1A filed
electronically on July 17, 1999, accession number
0000922423-97-000795.
C-1
<PAGE>
(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 ("BISYS"). (4)
(e)(2) Schedule I to the Distribution Agreement, as revised Decembet 11,
1998. (6)
(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
December 11, 1998. (6)
(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)(a) Administration Agreement dated October 1, 1997 between Registrant
and BISYS, with Schedule II-B amended as of March 2, 1998. (4)
(h)(2)(b) Schedule I to the Administration Agreement, as revised December
11, 1998. (6)
(h)(3)(a) Sub-Administration Agreement dated October 1, 1997 between BISYS
and KAM. (4)
(h)(3)(b) Schedule A to the Sub-Administration Agreement, as revised
December 11, 1998. (6)
(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 Agreement, as revised December
11, 1998. (6)
(h)(5) Fund Accounting Agreement dated June 1, 1999 between Registrant
and BISYS Fund Services Ohio, Inc. (6)
(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) Consent of Kramer Levin Naftalis & Frankel LLP.
- -----------------------
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.
C-2
<PAGE>
(j) Consent of Arthur Andersen 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) Schedule I to the Distribution and Service Plan as revised May 11,
1999. (6)
(m)(2) Distribution Plan dated June 5, 1995 for Class B Shares of
Registrant with Schedule I amended as of February 1, 1996. (7)
(m)(3) Distribution and Service Plan dated December 11, 1998 for Class G
Shares of Registrant. (10)
(m)(4)(a) Shareholder Servicing Plan dated June 5, 1995. (4)
(m)(4)(b) Schedule I to the Shareholder Servicing Plan, as revised May 11,
1999. (6)
(m)(5) Form of Shareholder Servicing Agreement. (1)
(n) Financial Data Schedules.
(o) Amended and Restated Rule 18f-3 Multi-Class Plan as of May 11,
1999. (6)
Powers of Attorney of Roger Noall and Frank A. Weil. (11)
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:
- ----------------------------
10 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.
11 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.
C-3
<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 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."
C-4
<PAGE>
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 $80 billion as of March 31, 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 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, 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 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 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
C-5
<PAGE>
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.
Michael Foisel o Assistant Treasurer.
Michael Stearns o Chief Compliance Officer.
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.
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:
- ----------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
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.
</TABLE>
C-6
<PAGE>
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, Registrant's administrator, also acts as the
distributor for the following investment companies as of June 17, 1999.
<TABLE>
<CAPTION>
<S> <C>
Alpine Equity Trust MMA Praxis Mutual Funds
American Performance Funds M.S.D. & T. Funds
AmSouth Mutual Funds Pacific Capital Funds
The BB&T Mutual Funds Group The Parkstone Advantage Fund
The Coventry Group Pegasus Funds
ESC Strategic Funds, Inc. Puget Sound Alternative Investment Series Trust
The Eureka Funds Republic Advisor Funds Trust
Fifth Third Funds Republic Funds Trust
Hirtle Callaghan Trust The Riverfront Funds, Inc.
HSBC Funds Trust Sefton Funds
HSBC Mutual Funds Trust SSgA Liquidity Fund
The Infinity Mutual Funds, Inc. The Sessions Group
INTRUST Funds Trust Summit Investment Trust
The Kent Funds The Victory Variable Insurance Funds
Magna Funds Vintage Mutual Funds, Inc.
Mercantile Mutual Funds, Inc.
Meyers Investment Trust
(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 o Chairman and CEO. William Tomko o Senior Vice
President.
Dennis Sheehan o Director, Executive Vice Michael D. Burns o Vice President.
President and Treasurer.
J. David Huber o President. David Blackmore o Vice President.
Kevin J. Dell o Vice President and Secretary. Steve Ludwig o Compliance Officer.
Mark Rybarczyk o Senior Vice President. Robert Tuch o Assistant Secretary.
</TABLE>
The business address of each of the foregoing individuals is BISYS Fund
Services, Inc., 3435 Stelzer Road, Columbus, Ohio 43215.
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).
C-7
<PAGE>
(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 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 27th day of July, 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:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Roger Noall Chairman of the Board and Trustee July 27, 1999
- ---------------
Roger Noall
/s/ Leigh A. Wilson Trustee July 27, 1999
- -------------------
Leigh A. Wilson
/s/ Joel B. Engle Treasurer July 27, 1999
- -----------------
Joel B. Engle
/s/ Harry Gazelle* Trustee July 27, 1999
- -----------------
Harry Gazelle
/s/ Thomas F. Morissey* Trustee July 27, 1999
- -----------------------
Thomas F. Morrissey
/s/ H. Patrick Swygert* Trustee July 27, 1999
- -----------------------
H. Patrick Swygert
/s/ Frank A. Weil* Trustee July 27, 1999
- ------------------
Frank A. Weil
/s/ Eugene J. McDonald* Trustee July 27, 1999
- -----------------------
Eugene J. McDonald
</TABLE>
- --------------------------------
*
By: /s/ Carl Frischling
-------------------
Carl Frischling
Attorney-in-fact
<PAGE>
THE VICTORY PORTFOLIOS
INDEX TO EXHIBITS
Item 23.
Exhibit Number
EX-99.B10 Consent of Kramer Levin Naftalis & Frankel LLP.
EX-99.B11 Consent of Arthur Andersen LLP.
EX.99.B27.1 Financial Data Schedules
Kramer Levin Naftalis & Frankel LLP
9 1 9 T H I R D A V E N U E
NEW YORK, N.Y. 10022 3852
(212) 715 9100
FAX
(212) 715-8000
-----
WRITER'S DIRECT NUMBER
(212) 715-9100
July 23, 1999
The Victory Portfolios
3435 Stelzer Road
Columbus, Ohio 43219
Re: The Victory Portfolios
Post-Effective Amendment No. 52
File Nos. 33-8982; 811-4852
Gentlemen:
We hereby consent to the reference to our firm as counsel in
Post-Effective Amendment No. 52 to Registration Statement No. 33-8982. In
addition, we incorporate by reference: (1) our Opinion and Consent as to the
legality of the securities being registered, filed on November 19, 1998 as an
Exhibit to Post-Effective Amendment No. 44 (accession number
0000922423-98-001315); and (2) our Opinion and Consent as to the legality of the
Class G Shares of the Gradison Government Reserves Fund and the Established
Value Fund, filed on April 1, 1999 as an Exhibit to Post-Effective Amendment No.
50 (accession number 0000922423-99-00490).
Very truly yours,
/s/ Kramer Levin Naftalis & Frankel LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants we hereby consent to the incorporation by
reference in this Post Effective Amendment No. 52 Form N-1A filing of The
Victory Portfolios of our auditors' reports on the financial statements of the
Established Value Fund and the Victory Small Company Opportunity Fund dated
April 28, 1999 and to all references to our Firm included in or made a part of
this Post Effective Amendment No. 52 Form N-1A.
ARTHUR ANDERSEN LLP
Cincinnati, Ohio,
July 22, 1999
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000802716
<NAME> THE VICTORY PORTFOLIOS
<SERIES>
<NUMBER> 321
<NAME> ESTABLISHED VALUE FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-01-1998
<PERIOD-END> MAR-31-1999
<INVESTMENTS-AT-COST> 327903
<INVESTMENTS-AT-VALUE> 479037
<RECEIVABLES> 2070
<ASSETS-OTHER> 11
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 481118
<PAYABLE-FOR-SECURITIES> 1664
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 470
<TOTAL-LIABILITIES> 2134
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 302544
<SHARES-COMMON-STOCK> 15282
<SHARES-COMMON-PRIOR> 16713
<ACCUMULATED-NII-CURRENT> 124
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 25182
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 151134
<NET-ASSETS> 478984
<DIVIDEND-INCOME> 5523
<INTEREST-INCOME> 4890
<OTHER-INCOME> 0
<EXPENSES-NET> 5654
<NET-INVESTMENT-INCOME> 4759
<REALIZED-GAINS-CURRENT> 41202
<APPREC-INCREASE-CURRENT> (54160)
<NET-CHANGE-FROM-OPS> (8199)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 4946
<DISTRIBUTIONS-OF-GAINS> 30865
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 10251
<NUMBER-OF-SHARES-REDEEMED> 12812
<SHARES-REINVESTED> 1130
<NET-CHANGE-IN-ASSETS> (88271)
<ACCUMULATED-NII-PRIOR> 306
<ACCUMULATED-GAINS-PRIOR> 14845
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2631
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 5654
<AVERAGE-NET-ASSETS> 518049
<PER-SHARE-NAV-BEGIN> 33.94
<PER-SHARE-NII> 0.29
<PER-SHARE-GAIN-APPREC> (0.71)
<PER-SHARE-DIVIDEND> 0.30
<PER-SHARE-DISTRIBUTIONS> 1.88
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 31.34
<EXPENSE-RATIO> 1.09
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000802716
<NAME> THE VICTORY PORTFOLIOS
<SERIES>
<NUMBER> 152
<NAME> SMALL CO.OPPORTUNITY FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-01-1998
<PERIOD-END> MAR-31-1999
<INVESTMENTS-AT-COST> 167282
<INVESTMENTS-AT-VALUE> 189190
<RECEIVABLES> 1644
<ASSETS-OTHER> 287
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 191121
<PAYABLE-FOR-SECURITIES> 665
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 108
<TOTAL-LIABILITIES> 773
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 176316
<SHARES-COMMON-STOCK> 6073<F1>
<SHARES-COMMON-PRIOR> 6298<F1>
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 62
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 7814
<ACCUM-APPREC-OR-DEPREC> 21908
<NET-ASSETS> 190348
<DIVIDEND-INCOME> 1060
<INTEREST-INCOME> 1539
<OTHER-INCOME> 0
<EXPENSES-NET> 1977
<NET-INVESTMENT-INCOME> 622
<REALIZED-GAINS-CURRENT> (7458)
<APPREC-INCREASE-CURRENT> (37144)
<NET-CHANGE-FROM-OPS> (43980)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 890<F1>
<DISTRIBUTIONS-OF-GAINS> 6817<F1>
<DISTRIBUTIONS-OTHER> 0<F1>
<NUMBER-OF-SHARES-SOLD> 10068
<NUMBER-OF-SHARES-REDEEMED> 7479
<SHARES-REINVESTED> 305
<NET-CHANGE-IN-ASSETS> 14664
<ACCUMULATED-NII-PRIOR> 206
<ACCUMULATED-GAINS-PRIOR> 6461
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 935
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1980
<AVERAGE-NET-ASSETS> 151345<F1>
<PER-SHARE-NAV-BEGIN> 27.89<F1>
<PER-SHARE-NII> 0.10<F1>
<PER-SHARE-GAIN-APPREC> (6.06)<F1>
<PER-SHARE-DIVIDEND> 0.14<F1>
<PER-SHARE-DISTRIBUTIONS> 1.08<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 20.71<F1>
<EXPENSE-RATIO> 1.30<F1>
<FN>
<F1>CLASS G SHARES
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000802716
<NAME> THE VICTORY PORTFOLIOS
<SERIES>
<NUMBER> 151
<NAME> SMALL CO.OPPORTUNITY FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-01-1998
<PERIOD-END> MAR-31-1999
<INVESTMENTS-AT-COST> 167282
<INVESTMENTS-AT-VALUE> 189190
<RECEIVABLES> 1644
<ASSETS-OTHER> 287
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 191121
<PAYABLE-FOR-SECURITIES> 665
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 108
<TOTAL-LIABILITIES> 773
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 176316
<SHARES-COMMON-STOCK> 3119<F1>
<SHARES-COMMON-PRIOR> 0<F1>
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 62
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 7814
<ACCUM-APPREC-OR-DEPREC> 21908
<NET-ASSETS> 190348
<DIVIDEND-INCOME> 1060
<INTEREST-INCOME> 1539
<OTHER-INCOME> 0
<EXPENSES-NET> 1977
<NET-INVESTMENT-INCOME> 622
<REALIZED-GAINS-CURRENT> (7458)
<APPREC-INCREASE-CURRENT> (37144)
<NET-CHANGE-FROM-OPS> (43980)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0<F1>
<DISTRIBUTIONS-OF-GAINS> 0<F1>
<DISTRIBUTIONS-OTHER> 0<F1>
<NUMBER-OF-SHARES-SOLD> 10068
<NUMBER-OF-SHARES-REDEEMED> 7479
<SHARES-REINVESTED> 305
<NET-CHANGE-IN-ASSETS> 14664
<ACCUMULATED-NII-PRIOR> 206
<ACCUMULATED-GAINS-PRIOR> 6461
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 935
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1980
<AVERAGE-NET-ASSETS> 63771<F1>
<PER-SHARE-NAV-BEGIN> 20.23<F1>
<PER-SHARE-NII> 0.00<F1>
<PER-SHARE-GAIN-APPREC> 0.48<F1>
<PER-SHARE-DIVIDEND> 0.00<F1>
<PER-SHARE-DISTRIBUTIONS> 0.00<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 20.71<F1>
<EXPENSE-RATIO> 0.98<F1>
<FN>
<F1>CLASS A SHARES
</FN>
</TABLE>
