THE VICTORY PORTFOLIOS
DISTRIBUTION AND SERVICE PLAN
1. This Distribution and Service Plan (the "Plan"), when
effective in accordance with its terms, shall be the written plan contemplated
by Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940
Act"), of each of the series (individually, a "Fund" and collectively, the
"Funds") and each class set forth on Schedule I as amended from time to time,
each a duly established series of shares of The Victory Portfolios, a Delaware
business trust, registered as an open-end investment company under the 1940 Act
(the "Trust").
2. The Trust has entered into a separate Administration Agreement
and Distribution Agreement with respect to each Fund, under which the
Distributor uses all reasonable efforts, consistent with its other business, to
secure purchasers for each Fund's shares of beneficial interest ("Shares").
Under the Distribution Agreement, the Distributor pays, among other things, the
expenses of printing and distributing any prospectuses, reports and other
literature used by the Distributor, advertising, and other promotional
activities in connection with the offering of Shares of the Funds for sale to
the public. The Trust, on behalf of each of the Funds, has also entered into an
Investment Advisory Agreement under which the Investment Advisor provides
investment advisory services.
3. The Funds will not make separate payments as a result of this
Plan. To the extent that any payments made by the Funds' Administrator,
Distributor, Investment Adviser or any sub-adviser, directly or through an
affiliate (in each case, from its own resources), should be deemed to be
indirect financing of any activity primarily intended to result in the sale of
Shares within the context of Rule 12b-1 under the 1940 Act, then such payments
shall be deemed to be authorized by this Plan.
4. This Plan shall become effective on the first business day of
the month following approval by a vote of at least a "majority of the
outstanding voting securities" (as defined by the 1940 Act) of each class of
Shares set forth on Schedule I, the Plan having been approved by a vote of a
majority of the Trustees of the Trust, including a majority of the Trustees who
are not interested persons of the Trust (as defined in the 1940 Act) and who
have no direct or indirect financial interest in the operation of the Plan or in
any agreements related to the Plan (the "Independent Trustees"), cast in person
at a meeting called for the purpose of voting on the Plan.
5. This Plan shall, unless terminated as hereinafter provided,
remain in effect for a period of one year from the date specified below, and
from year to year thereafter, provided, however, that such continuance is
subject to approval annually by a vote of a majority of the Independent
Trustees, cast in person at a meeting called for the purpose of voting on this
Plan. This Plan may be amended at any time by the Board of Trustees, provided
that (a) any amendment to authorize direct payments by any of the Classes set
forth on Schedule I to finance any activity primarily intended to result in the
sale of shares of the Funds, shall be effective only upon approval by a vote of
a majority of the outstanding voting securities of that Class, and (b) any
material amendments to this Plan shall be effective only upon approval by a
majority of the Trustees, including a majority of the Independent Trustees, and
by a majority of the outstanding voting securities of each Class set forth on
Schedule I.
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6. This Plan may be terminated at any time, without the payment
of any penalty, by the vote of a majority of the Independent Trustees or by the
vote of a majority of the outstanding voting securities of the applicable class
of each Fund.
7. During the existence of the Plan, the Trust may require the
Administrator, Distributor, Investment Advisor or ant sub-adviser to provide to
the Trust, for review by the Board of Trustees, a written report of the amounts
expended in connection with the financing of any activity primarily intended to
result in the sale of Shares.
8. Consistent with the limitations of shareholder and Trustee
liability as set forth in the Trust's Trust Instrument, any obligations assumed
by a Fund pursuant to this Plan, shall be limited in all cases to each Fund
individually, and the assets of each Fund individually, and shall not constitute
obligations of any shareholder or other series or classes of shares of the Trust
or of any Trustee.
9. If any provision of this Plan shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of the Plan shall
not be affected thereby.
IN WITNESS WHEREOF, the Trust has executed this Plan on behalf of each Fund
listed on Schedule I, individually and not jointly, as of March 27, 2000.
The Victory Portfolios
By: /s/ Robert D. Hingston
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Robert D. Hingston
Secretary
