POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Trustee of THE
VICTORY PORTFOLIOS, a Delaware business trust, (the "Trust") constitutes and
appoints Carl Frischling and Jay G. Baris my true and lawful attorneys-in-fact,
with full power of substitution and resubstitution, for me and in my name, place
and stead, in any and all capacities as a trustee of the Trust, to sign for me
and in my name in the appropriate capacity, any and all Pre-Effective Amendments
to any Registration Statement of the Trust, any and all Post-Effective
Amendments to said Registration Statements, any Registration Statements on Form
N-14, and any supplements or other instruments in connection therewith, and
generally to do all such things in my name and behalf in connection therewith as
said attorneys-in-fact deem necessary or appropriate, and that have been
approved by the Board of Trustees of the Trust or by the appropriate officers of
the Trust, acting in good faith and in a manner they reasonably believe to be in
the best interests of the Trust, upon the advice of counsel, such approval to be
conclusively evidenced by their execution thereof, to comply with the provisions
of the Securities Act of 1933, as amended, and the Investment Company Act of
1940, as amended, and all related requirements of the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact or
their substitutes may do or cause to be done by virtue hereof.
Witness my hand on this 7th day of April, 2000.
/s/ Leigh A.Wilson
-------------------------------
Leigh A. Wilson
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Trustee of THE
VICTORY PORTFOLIOS, a Delaware business trust, (the "Trust") constitutes and
appoints Carl Frischling and Jay G. Baris my true and lawful attorneys-in-fact,
with full power of substitution and resubstitution, for me and in my name, place
and stead, in any and all capacities as a trustee of the Trust, to sign for me
and in my name in the appropriate capacity, any and all Pre-Effective Amendments
to any Registration Statement of the Trust, any and all Post-Effective
Amendments to said Registration Statements, any Registration Statements on Form
N-14, and any supplements or other instruments in connection therewith, and
generally to do all such things in my name and behalf in connection therewith as
said attorneys-in-fact deem necessary or appropriate, and that have been
approved by the Board of Trustees of the Trust or by the appropriate officers of
the Trust, acting in good faith and in a manner they reasonably believe to be in
the best interests of the Trust, upon the advice of counsel, such approval to be
conclusively evidenced by their execution thereof, to comply with the provisions
of the Securities Act of 1933, as amended, and the Investment Company Act of
1940, as amended, and all related requirements of the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact or
their substitutes may do or cause to be done by virtue hereof.
Witness my hand on this 10th day of May, 2000.
/s/ Harry Gazelle
-------------------------------
Harry Gazelle
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Trustee of THE
VICTORY PORTFOLIOS, a Delaware business trust, (the "Trust") constitutes and
appoints Carl Frischling and Jay G. Baris my true and lawful attorneys-in-fact,
with full power of substitution and resubstitution, for me and in my name, place
and stead, in any and all capacities as a trustee of the Trust, to sign for me
and in my name in the appropriate capacity, any and all Pre-Effective Amendments
to any Registration Statement of the Trust, any and all Post-Effective
Amendments to said Registration Statements, any Registration Statements on Form
N-14, and any supplements or other instruments in connection therewith, and
generally to do all such things in my name and behalf in connection therewith as
said attorneys-in-fact deem necessary or appropriate, and that have been
approved by the Board of Trustees of the Trust or by the appropriate officers of
the Trust, acting in good faith and in a manner they reasonably believe to be in
the best interests of the Trust, upon the advice of counsel, such approval to be
conclusively evidenced by their execution thereof, to comply with the provisions
of the Securities Act of 1933, as amended, and the Investment Company Act of
1940, as amended, and all related requirements of the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact or
their substitutes may do or cause to be done by virtue hereof.
Witness my hand on this 7th day of April, 2000.
/s/ Thomas F.Morrissey
-------------------------------
Thomas F. Morrissey
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Trustee of THE
VICTORY PORTFOLIOS, a Delaware business trust, (the "Trust") constitutes and
appoints Carl Frischling and Jay G. Baris my true and lawful attorneys-in-fact,
with full power of substitution and resubstitution, for me and in my name, place
and stead, in any and all capacities as a trustee of the Trust, to sign for me
and in my name in the appropriate capacity, any and all Pre-Effective Amendments
to any Registration Statement of the Trust, any and all Post-Effective
Amendments to said Registration Statements, any Registration Statements on Form
N-14, and any supplements or other instruments in connection therewith, and
generally to do all such things in my name and behalf in connection therewith as
said attorneys-in-fact deem necessary or appropriate, and that have been
approved by the Board of Trustees of the Trust or by the appropriate officers of
the Trust, acting in good faith and in a manner they reasonably believe to be in
the best interests of the Trust, upon the advice of counsel, such approval to be
conclusively evidenced by their execution thereof, to comply with the provisions
of the Securities Act of 1933, as amended, and the Investment Company Act of
1940, as amended, and all related requirements of the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact or
their substitutes may do or cause to be done by virtue hereof.
Witness my hand on this 6th day of April, 2000.
/s/ H. Partick Swygert
-------------------------------
H. Patrick Swygert
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Trustee of THE
VICTORY PORTFOLIOS, a Delaware business trust, (the "Trust") constitutes and
appoints Carl Frischling and Jay G. Baris my true and lawful attorneys-in-fact,
with full power of substitution and resubstitution, for me and in my name, place
and stead, in any and all capacities as a trustee of the Trust, to sign for me
and in my name in the appropriate capacity, any and all Pre-Effective Amendments
to any Registration Statement of the Trust, any and all Post-Effective
Amendments to said Registration Statements, any Registration Statements on Form
N-14, and any supplements or other instruments in connection therewith, and
generally to do all such things in my name and behalf in connection therewith as
said attorneys-in-fact deem necessary or appropriate, and that have been
approved by the Board of Trustees of the Trust or by the appropriate officers of
the Trust, acting in good faith and in a manner they reasonably believe to be in
the best interests of the Trust, upon the advice of counsel, such approval to be
conclusively evidenced by their execution thereof, to comply with the provisions
of the Securities Act of 1933, as amended, and the Investment Company Act of
1940, as amended, and all related requirements of the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact or
their substitutes may do or cause to be done by virtue hereof.
Witness my hand on this 25th day of April, 2000.
/s/ Roger Noall
-------------------------------
Roger Noall
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Trustee of THE
VICTORY PORTFOLIOS, a Delaware business trust, (the "Trust") constitutes and
appoints Carl Frischling and Jay G. Baris my true and lawful attorneys-in-fact,
with full power of substitution and resubstitution, for me and in my name, place
and stead, in any and all capacities as a trustee of the Trust, to sign for me
and in my name in the appropriate capacity, any and all Pre-Effective Amendments
to any Registration Statement of the Trust, any and all Post-Effective
Amendments to said Registration Statements, any Registration Statements on Form
N-14, and any supplements or other instruments in connection therewith, and
generally to do all such things in my name and behalf in connection therewith as
said attorneys-in-fact deem necessary or appropriate, and that have been
approved by the Board of Trustees of the Trust or by the appropriate officers of
the Trust, acting in good faith and in a manner they reasonably believe to be in
the best interests of the Trust, upon the advice of counsel, such approval to be
conclusively evidenced by their execution thereof, to comply with the provisions
of the Securities Act of 1933, as amended, and the Investment Company Act of
1940, as amended, and all related requirements of the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact or
their substitutes may do or cause to be done by virtue hereof.
Witness my hand on this 11th day of April, 2000.
/s/ Eugene J.McDonald
-------------------------------
Eugene J. McDonald
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Trustee of THE
VICTORY PORTFOLIOS, a Delaware business trust, (the "Trust") constitutes and
appoints Carl Frischling and Jay G. Baris my true and lawful attorneys-in-fact,
with full power of substitution and resubstitution, for me and in my name, place
and stead, in any and all capacities as a trustee of the Trust, to sign for me
and in my name in the appropriate capacity, any and all Pre-Effective Amendments
to any Registration Statement of the Trust, any and all Post-Effective
Amendments to said Registration Statements, any Registration Statements on Form
N-14, and any supplements or other instruments in connection therewith, and
generally to do all such things in my name and behalf in connection therewith as
said attorneys-in-fact deem necessary or appropriate, and that have been
approved by the Board of Trustees of the Trust or by the appropriate officers of
the Trust, acting in good faith and in a manner they reasonably believe to be in
the best interests of the Trust, upon the advice of counsel, such approval to be
conclusively evidenced by their execution thereof, to comply with the provisions
of the Securities Act of 1933, as amended, and the Investment Company Act of
1940, as amended, and all related requirements of the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact or
their substitutes may do or cause to be done by virtue hereof.
Witness my hand on this 11th day of April, 2000.
/s/ Frank A.Weil
-------------------------------
Frank A. Weil
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Trustee of THE
VICTORY PORTFOLIOS, a Delaware business trust, (the "Trust") constitutes and
appoints Carl Frischling and Jay G. Baris my true and lawful attorneys-in-fact,
with full power of substitution and resubstitution, for me and in my name, place
and stead, in any and all capacities as a trustee of the Trust, to sign for me
and in my name in the appropriate capacity, any and all Pre-Effective Amendments
to any Registration Statement of the Trust, any and all Post-Effective
Amendments to said Registration Statements, any Registration Statements on Form
N-14, and any supplements or other instruments in connection therewith, and
generally to do all such things in my name and behalf in connection therewith as
said attorneys-in-fact deem necessary or appropriate, and that have been
approved by the Board of Trustees of the Trust or by the appropriate officers of
the Trust, acting in good faith and in a manner they reasonably believe to be in
the best interests of the Trust, upon the advice of counsel, such approval to be
conclusively evidenced by their execution thereof, to comply with the provisions
of the Securities Act of 1933, as amended, and the Investment Company Act of
1940, as amended, and all related requirements of the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact or
their substitutes may do or cause to be done by virtue hereof.
Witness my hand on this 3rd day of April, 2000.
/s/ Frankie D.Hughes
-------------------------------
Frankie D. Hughes
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Trustee of THE
VICTORY PORTFOLIOS, a Delaware business trust, (the "Trust") constitutes and
appoints Carl Frischling and Jay G. Baris my true and lawful attorneys-in-fact,
with full power of substitution and resubstitution, for me and in my name, place
and stead, in any and all capacities as a trustee of the Trust, to sign for me
and in my name in the appropriate capacity, any and all Pre-Effective Amendments
to any Registration Statement of the Trust, any and all Post-Effective
Amendments to said Registration Statements, any Registration Statements on Form
N-14, and any supplements or other instruments in connection therewith, and
generally to do all such things in my name and behalf in connection therewith as
said attorneys-in-fact deem necessary or appropriate, and that have been
approved by the Board of Trustees of the Trust or by the appropriate officers of
the Trust, acting in good faith and in a manner they reasonably believe to be in
the best interests of the Trust, upon the advice of counsel, such approval to be
conclusively evidenced by their execution thereof, to comply with the provisions
of the Securities Act of 1933, as amended, and the Investment Company Act of
1940, as amended, and all related requirements of the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact or
their substitutes may do or cause to be done by virtue hereof.
Witness my hand on this 25th day of April, 2000.
/s/ Donald E.Weston
-------------------------------
Donald E. Weston
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Trustee of THE
VICTORY PORTFOLIOS, a Delaware business trust, (the "Trust") constitutes and
appoints Carl Frischling and Jay G. Baris my true and lawful attorneys-in-fact,
with full power of substitution and resubstitution, for me and in my name, place
and stead, in any and all capacities as a trustee of the Trust, to sign for me
and in my name in the appropriate capacity, any and all Pre-Effective Amendments
to any Registration Statement of the Trust, any and all Post-Effective
Amendments to said Registration Statements, any Registration Statements on Form
N-14, and any supplements or other instruments in connection therewith, and
generally to do all such things in my name and behalf in connection therewith as
said attorneys-in-fact deem necessary or appropriate, and that have been
approved by the Board of Trustees of the Trust or by the appropriate officers of
the Trust, acting in good faith and in a manner they reasonably believe to be in
the best interests of the Trust, upon the advice of counsel, such approval to be
conclusively evidenced by their execution thereof, to comply with the provisions
of the Securities Act of 1933, as amended, and the Investment Company Act of
1940, as amended, and all related requirements of the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact or
their substitutes may do or cause to be done by virtue hereof.
Witness my hand on this 11th day of April, 2000.
/s/ Theordore H.Emmerich
-------------------------------
Theodore H. Emmerich
