This Post-Effective Amendment No. 48 is being filed for the sole purpose of
correcting a typographical error on the facing page of Post-Effective Amendment
No. 47, filed on February 26, 1999. The purposed effective date of
Post-Effective Amendment No. 47 was mistakenly indicated as March 12, 1999. The
correct proposed effective date is March 1, 1999, as indicated below.
As filed with the Securities and Exchange Commission on March 2, 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. 48 [X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 49
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:
Ellen F. Stoutamire, 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 March 1, 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
The Victory Portfolios, of the responses to the Items in Part A and location in
the Statement of Additional Information 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 Fund
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>
The following documents are incorporated herein by reference to Post-Effective
Amendment No. 47 to Registrant's Registration Statement on Form N-1A, filed
electronically on February 26, 1999 (accession no. 0000922423-99-000363):
1. The prospectuses dated March 1, 1999 for the Class A, Class B, Investor and
Select Shares of the Balanced Fund, Convertible Securities Fund,
Diversified Stock Fund, Federal Money Market Fund, Financial Reserves Fund,
Fund for Income, Government Mortgage Fund, Growth Fund, Institutional Money
Market Fund, Intermediate Income Fund, International Growth Fund,
Investment Quality Bond Fund, Lakefront Fund, LifeChoice Conservative
Investor Fund, LifeChoice Moderate Investor Fund, LifeChoice Growth
Investor Fund, Limited Term Income Fund, National Municipal Bond Fund, New
York Tax-Free Fund, Ohio Municipal Bond Fund, Ohio Municipal Money Market
Fund, Ohio Regional Stock Fund, Prime Obligations Fund, Real Estate
Investment Fund, Special Growth Fund, Special Value Fund, Stock Index Fund,
Tax-Free Money Market Fund, U.S. Government Obligations Fund, and the Value
Fund (collectively "The Victory Portfolios; and
2. The statement of additional information dated March 1, 1999 for the Class
A, Class B, Class G, Investor and Select Shares of The Victory Portfolios.
<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 Lakefront Fund and Real Estate
Investment Fund. (5)
(d)(3) Form of Schedule A to the Investment Advisory Agreement between
Registrant and KAM amended as of April 1, 1999, including 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. 46 to
Registrant's Registration Statement on Form N-1A filed
electronically on February 9, 1999, accession number
0000922423-99-000095.
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) Distribution Agreement dated June 1, 1996 between Registrant and
BISYS Fund Services Limited Partnership, with Schedule I amended
as of March 2, 1998 and May 29, 1998. (4)
(f) None.
(g)(1) Amended and Restated Mutual Fund Custody Agreement dated August 1,
1996 between Registrant and Key Trust of Ohio, Inc., with Schedule
A revised as of March 1998 and May 29, 1998 and Attachment B
revised as of March 2, 1998. (4)
(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, 1997 between Registrant
and BISYS Fund Services Limited Partnership ("BISYS"), with
Schedule I amended as of March 2, 1998 and May 29, 1998 and
Schedule II-B amended as of March 2, 1998. (4)
(h)(3) Sub-Administration Agreement dated October 1, 1997 between BISYS
and KAM, with Schedule A amended as of March 2, 1998 and May 29,
1998. (4)
(h)(4) Transfer Agency and Service Agreement dated July 12, 1996 between
Registrant and State Street Bank and Trust Company, with Schedule
A revised as of August 1, 1996, March 2, 1998 and May 29, 1998.
(4)
(h)(5) Fund Accounting Agreement dated May 31, 1995 between Registrant
and BISYS Fund Services Ohio, Inc., with Amended Schedule A as of
February 19, 1997 and March 2, 1998 and May 29, 1998, and Schedule
B as of March 2, 1998. (4)
(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)(1) Opinion of Morris, Nichols, Arsht & Tunnell, Delaware Counsel to
Registrant. (3)
- ---------------------------------------
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>
(i)(2) Opinion of Kramer Levin Naftalis & Frankel LLP ("Kramer Levin") as
to the legality of the securities being registered. (3)
(i)(3) Consent of Kramer Levin. (10)
(j)(1) Consent of PricewaterhouseCoopers LLP. (10)
(j)(2) Consent of Arthur Andersen LLP. (10)
(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) Distribution and Service Plan dated June 5, 1995 for the Class A
Shares of Registrant with Schedule I amended as of February 19,
1997, March 2, 1998 and May 29, 1998. (4)
(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. (11)
(m)(4) Shareholder Servicing Plan dated June 5, 1995 with Schedule I
amended as of March 1, 1997, March 2, 1998 and May 29, 1998. (4)
(m)(5) Form of Shareholder Servicing Agreement. (1)
(n) Financial Data Schedules. (10)
(o) Amended and Restated Rule 18f-3 Multi-Class Plan as of December
11, 1998. (9)
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.
- ----------------------------
10 Filed as an Exhibit to Post-Effective Amendment No. 47 to
Registrant's Registration Statement on Form N-1A filed
electronically on February 26, 1999 (accession no.
0000922423-99-000363).
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.
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.
C-3
<PAGE>
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.
(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,
C-4
<PAGE>
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 $76 billion as of June 30, 1998. KeyCorp is a
leading financial institution doing business in 13 states from Maine to Alaska,
providing a full array of trust, commercial, and retail banking services. Its
non-bank subsidiaries include investment advisory, securities brokerage,
insurance, bank credit card processing, mortgage and leasing companies. KAM and
its affiliates have over $64 billion in assets under management, and provides a
full range of investment management services to personal and corporate clients.
Lakefront Capital Investors, Inc. ("Lakefront"), sub-adviser of the Lakefront
Fund, 127 Public Square, 15th Floor, Cleveland, Ohio 44114, was incorporated in
1991.
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
C-5
<PAGE>
affiliates which are engaged in the brokerage business. The principal office of
IIIS is 9, rue Louis Murat, Paris, France 75008.
To the knowledge of Registrant, none of the directors or officers of KAM,
Lakefront, or IIIS, except those set forth below, is or has been at any time
during the past two calendar years engaged in any other business, profession,
vocation or employment of a substantial nature, except that certain directors
and officers of KAM also hold positions with KeyCorp or its subsidiaries.
The principal executive officers and directors of KAM are as follows:
- ---------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
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.
C-6
<PAGE>
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, Registrant's administrator, also acts as the
distributor for the following investment companies as of December 22, 1998.
Alpine Equity Trust The Kent Funds
American Performance Funds Magna Funds
AmSouth Mutual Funds Meyers Investment Trust
The ARCH Fund, Inc. MMA Praxis Mutual Funds
The BB&T Mutual Funds Group M.S.D. & T. Funds
The Coventry Group Pacific Capital Funds
ESC Strategic Funds, Inc. The Parkstone Advantage Fund
The Eureka Funds Pegasus Funds
Gradison-McDonald Cash Reserves Trust Puget Sound Alternative Investment Series Trust
Gradison-McDonald Municipal Custodian Trust Republic Advisor Funds Trust
Gradison Custodian Trust Republic Funds Trust
Gradison Growth Trust The Riverfront Funds, Inc.
Fifth Third Funds Sefton Funds
Hirtle Callaghan Trust SSgA Liquidity Fund
HSBC Funds Trust The Sessions Group
HSBC Mutual Funds Trust Summit Investment Trust
The Infinity Mutual Funds, Inc. Variable Insurance Funds
INTRUST Funds Trust The Victory Variable Insurance Funds
Vintage Mutual Funds, Inc.
(b) Directors, officers and partners of BISYS Fund Services, Inc., the General
Partner of BISYS Fund Services, as of June 15, 1998 were as follows:
Lynn J. Mangum 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.
C-7
<PAGE>
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) Morgan Stanley Trust Company, 1585 Broadway, New York, New York 10036
(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 of 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 2nd day of March, 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 March 2, 1999
- ---------------
Roger Noall
/s/ Leigh A. Wilson Trustee March 2, 1999
- -------------------
Leigh A. Wilson
/s/ Joel B. Engle Treasurer March 2, 1999
- -----------------
Joel B. Engle
/s/ Harry Gazelle* Trustee March 2, 1999
- ------------------
Harry Gazelle
/s/ Thomas F. Morissey* Trustee March 2, 1999
- -----------------------
Thomas F. Morrissey
/s/ H. Patrick Swygert* Trustee March 2, 1999
- -----------------------
H. Patrick Swygert
/s/ Frank A. Weil* Trustee March 2, 1999
- ------------------
Frank A. Weil
/s/ Eugene J. McDonald* Trustee March 2, 1999
- -----------------------
Eugene J. McDonald
</TABLE>
- --------------------------------
*
By: /s/ Carl Frischling
-------------------
Carl Frischling
Attorney-in-fact
