As filed with the Securities and Exchange Commission on June 21, 2000
File No. 333-93959
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 1 [X]
Amendment No. 2
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 Limited Partnership 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)
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
No filing fee is due because of reliance on Section 24(f) under the Investment
Company Act of 1940, as amended.
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THE VICTORY PORTFOLIOS
PART C
OTHER INFORMATION
ITEM 15. INDEMNIFICATION.
[The response to this item is incorporated by reference to Item 25 of Part
C of Post-Effective Amendment No. 57 to the Registrant's Registration Statement
on Form N-1A as filed December 14, 1999, accession number 0000922423-99-001480.]
ITEM 16. Exhibits.
(1) Certificate of Trust.(1)
(2) Bylaws, Amended and Restated as of August 28, 1998. (3)
(3) Not applicable.
(4) Agreement and Plan of Reorganization and Termination between
Registrant, on behalf of the Government Mortgage Fund and Ohio
Regional Stock Fund; and Fund for Income and Established Value Fund.
(5)(a) Delaware Trust Instrument dated December 6, 1995, as amended March
27, 2000 (2)
(b) Schedule A to Trust Instrument dated December 6, 1995, as amended
August 17, 1999.(2)
(6)(a) Investment Advisory Agreement dated as of March 1, 1997 between
Registrant and Key Asset Management Inc. ("KAM").(3)
(b) Schedule A to Investment Advisory Agreement dated as of March 1,
1997, as revised March 27, 2000.(2)
(c) Investment Advisory Agreement dated March 1, 1997, between Registrant
and KAM regarding Lakefront Fund and Real Estate Investment Fund.(4)
----------------------
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. 60 to Registrant's
Registration Statement on Form N-1A filed electronically on June, 1, 2000,
accession number 000922423-00-000816.
3 Filed as an Exhibit to Post-Effective Amendment No. 42 to Registrant's
Registration Form N-1A filed electronically on July 29, 1998, accession
number 0000922423-98-000725.
4 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.
C-1
<PAGE>
(d) 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, and as amended May 23, 2000 to
include the Nasdaq 100 Index Fund. (2)
(e) Investment Advisory Agreement dated June 1, 1998, between Registrant
and KAM regarding the International Growth Fund. (5)
(f) Investment Sub-Advisory Agreement dated March 1, 1997, between KAM
and Lakefront Capital Investors, Inc. regarding the Lakefront
Fund.(5)
(g) Portfolio Management Agreement dated June 1, 1998, between
Registrant, KAM and Indocam International Investment Services, S.A.
regarding the International Growth Fund.(6)
(7)(a) Distribution Agreement dated June 1, 1996 between Registrant and
BISYS Fund Services Limited Partnership (together with its
subsidiaries, "BISYS"). (4)
(b) Schedule I to the Distribution Agreement, as revised May 23, 2000.(2)
(8) Not applicable.
(9)(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)
(b) Schedule A to the Mutual Fund Custody Agreement, as revised May 23,
2000.(2)
(c) Custody Agreement dated October 14, 1999 between The Bank of New York
and Key Trust Company of Ohio.(2)
(d) Foreign Custody Manager Agreement dated February 17, 2000 between The
Bank of New York and Registrant. (2)
(10)(a) Amended and Restated Rule 18f-3 Multi-Class Plan, dated as of May 23,
2000. (2)
(b) Shareholder Servicing Plan dated June 5, 1995.(4)
(c) Schedule I to the Shareholder Servicing Plan, as revised May 23,
2000.(2)
(d) Form of Shareholder Servicing Agreement.(1)
(e) Distribution and Service Plan dated December 11, 1998 for Class G
Shares of Registrant.(6)
(f) Schedule A to Distribution and Service Plan for Class G Shares, as
revised May 23, 2000.(2)
(11)(a) Opinion of Kramer Levin Naftalis & Frankel LLP ("Kramer
Levin"), on behalf of Fund for Income and Established Value Fund,
dated May 5, 2000.
(b)(1) Opinion of Morris, Nichols, Arsht & Tunnell, Delaware counsel to
Registrant, relating to the Fund for Income and Established Value
Fund, dated May 5, 2000.
--------------
5 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.
6 Filed as an Exhibit to Post-Effective Amendment No. 51 to Registrant's
Registration Statement on Form N-1A filed electronically on June 17, 1999,
accession number 0000922423-99-000795.
C-2
<PAGE>
(b)(2) Opinion of Morris, Nichols, Arsht & Tunnell, Delaware counsel to
Registrant, relating to the Government Mortgage Fund and Ohio Regional
Stock Fund, dated May 5, 2000.
(12)(a) Tax Opinion of Kramer Levin in connection with the reorganization of
Ohio Regional Stock Fund into Established Value Fund, dated May 5,
2000.
(b) Tax Opinion of Kramer Levin in connection with the reorganization of
Government Mortgage Fund into Fund for Income, dated May 5, 2000.
(13) Not applicable.
(14)(a) Consent of Kramer Levin Naftalis &Frankel LLP.(7)
(b) Consent of PricewaterhouseCoopers LLP.(10)
(15) Not applicable.
(16) Powers of Attorney of Theodore H. Emmerich, Harry Gazelle, Frankie D.
Hughes, Thomas F. Morrissey, H. Patrick Swygert, Eugene J. McDonald,
Donald E. Weston and Leigh A. Wilson.(2)
(17) Form of Proxy Cards.(10)
Item 17. Undertakings
(1) The undersigned registrant agrees that prior to any public reoffering of
the securities registered through the use of a prospectus which is a part
of this registration statement by any person or party who is deemed to be
an underwriter within the meaning of Rule 145(c) under the Securities Act
of 1933, as amended (the "Securities Act"), the reoffering prospectus will
contain the information called for by the applicable registration form for
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.
(2) The undersigned registrant agrees that every prospectus that is filed under
paragraph (1) above will be filed as a part of an amendment to the
registration statement and will not be used until the amendment is
effective, and that, in determining any liability under the Securities Act,
each post-effective amendment shall be deemed to be a new registration
statement for the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona fide
offering of them.
----------------
7 Filed as an Exhibit to Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-14 filed electronically on January 7,
2000, accession number 0000922423-00-000039.
C-3
<PAGE>
SIGNATURES
Pursuant to the Securities Act of 1933, the Registrant has duly caused
this Post-Effective Amendment to the Registration Statement on Form N-14 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, State of New York, on the 16th day of June, 2000.
Victory Portfolios.
(Registrant)
By:/s/ Leigh A. Wilson
----------------------
Leigh A. Wilson
President and Trustee
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment to its Registration Statement on Form N-14 has been signed below by
the following persons in the capacities indicated on the 16th day of June, 2000.
Signature Title
--------- -----
/s/ Roger Noall Chairman of the Board
-------------------------- and Trustee
Roger Noall
/s/ Leigh A. Wilson President and Trustee
--------------------------
Leigh A. Wilson
/s/ Joel B. Engle Treasurer
--------------------------
Joel B. Engle
/s/ Theodore H. Emmerich Trustee
--------------------------
Theodore Emmerich
/s/ Frankie D. Hughes Trustee
--------------------------
Frankie D. Hughes
/s/ Harry Gazelle Trustee
--------------------------
Harry Gazelle
/s/ Eugene J. McDonald Trustee
--------------------------
Eugene J. McDonald
/s/ Thomas F. Morissey Trustee
--------------------------
Thomas F. Morrissey
/s/ H. Patrick Swygert Trustee
--------------------------
H. Patrick Swygert
/s/ Frank A. Weil Trustee
--------------------------
Frank A. Weil
/s/ Donald E. Weston Trustee
--------------------------
Donald E. Weston
<PAGE>
THE VICTORY PORTFOLIOS
INDEX TO EXHIBITS
Exhibit Number
EX - 99.B4 Agreement and Plan of Reorganization and Termination between
Registrant, on behalf of the Government Mortgage Fund and
Ohio Regional Stock Fund; and Fund for Income and Established
Value Fund.
EX - 99.B 11(a) Opinion of Kramer Levin Naftalis & Frankel LLP ("Kramer
Levin"), on behalf of Fund for Income and Established Value
Fund, dated May 5, 2000.
EX - 99.B 11(b)(1) Opinion of Morris, Nichols, Arsht & Tunnell, Delaware counsel
to Registrant, relating to the Fund for Income and
Established Value Fund, dated May 5, 2000.
EX - 99.B11(b)(2) Opinion of Morris, Nichols, Arsht & Tunnell, Delaware counsel
to Registrant, relating to the Government Mortgage Fund and
Ohio Regional Stock Fund, dated May 5, 2000.
EX - 99.B12(a) Tax Opinion of Kramer Levin in connection with the
reorganization of Ohio Regional Stock Fund into Established
Value Fund, dated May 5, 2000.
EX - 99.B12(b) Tax Opinion of Kramer Levin in connection with the
reorganization of Government Mortgage Fund into Fund for
Income, dated May 5, 2000.
