[Federal Register Volume 63, Number 163 (Monday, August 24, 1998)]
[Notices]
[Pages 45098-45100]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-22643]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 23393; 812-11254]


The Victory Portfolios, et al.; Notice of Application

August 18, 1998.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application under sections 6(c) and 17(b) of the 
Investment Company Act of 1940 (the ``Act'') for an exemption from 
sections 12(d)(1)(A) and 17(a) of the Act, and under section 17(d) of 
the Act and rule 17d-1 under the Act to permit certain joint 
transactions.

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SUMMARY: Applicants seek to amend a prior order that permits non-money 
market series of a registered open-end management investment company to 
purchase shares of one or more of the money market series of such 
registered investment company by adding three

[[Page 45099]]

registered open-end management investment companies and three 
investment advisers as applicants.

APPLICANTS: The Victory Funds (formerly known as The Society Funds), 
The Highmark Group, The Parkstone Group of Funds, The Conestoga Family 
of Funds, The AmSouth Funds (formerly known as The ASO Outlook Group), 
The Sessions Group, American Performance Funds, The Coventry Group, 
BB&T Mutual Funds Group (collectively, the ``Original Funds''); Society 
Asset Management, Inc., Union Bank of California, N.A. (formerly known 
as The Bank of California), First of America Investment Corporation, 
Meridian Investment Company, AmSouth Bank (formerly known as AmSouth 
Bank, N.A.), National Bank of Commerce, BancOklahoma Trust Company, AMR 
Investment Services, Inc., Boatmen's Trust Company, AMCORE Capital 
Management, Inc., and Branch Banking and Trust Company (collectively, 
the ``Original Advisers''); BISYS Fund Services Limited Partnership 
(formerly known as The Winsbury Company) (``BISYS''), BISYS Fund 
Services Ohio, Inc. (formerly known as The Winsbury Service 
Corporation) (all of the above entities collectively, the ``Original 
Applicants''); BISYS Fund Services, Inc. (``BISYS Services''); 
Martindale Andres & Company, Inc. and 1st Source Bank (the ``Additional 
Advisers''); Eureka Funds (``Eureka''), Performance Funds Trust 
(``Performance'') and Centura Funds, Inc. (``Centura'') (Eureka, 
Performance and Centura, collectively, the ``New Funds'') and Sanwa 
Bank California (``SBCL''), Trustmark National Bank (``Trustmark'') and 
Centura Bank (with SBCL and Trustmark, the ``New Advisers'').
    The Sessions Group, BISYS, BISYS Fund Services Ohio, Inc. and the 
Additional Advisers are also referred to as the ``Subsequent 
Applicants.'' The Original Applicants and the Subsequent Applicants are 
referred to collectively as the ``Prior Applicants.'' The New Funds, 
the New Advisers, BISYS, and BISYS Services are referred to 
collectively as the ``New Applicants.''

FILING DATES: The application was filed on August 11, 1998. Applicants 
have agreed to file an amendment to the application during the notice 
period, the substance of which is reflected in this notice.

HEARING OR NOTIFICATION OF HEARING: An order granting the application 
will be issued unless the Commission orders a hearing. Interested 
persons may request a hearing by writing to the Commission's Secretary 
and serving applicants with a copy of the request, personally or by 
mail. Hearing request should be received by the Commission by 5:30 p.m. 
on September 14, 1998, and should be accompanied by proof of service on 
applicants, in the form of an affidavit or, for lawyers, a certificate 
of service. Hearing request should state the nature of the writer's 
interest, the reason for the request, and the issues contested. Persons 
who wish to be notified of a hearing may request notification by 
writing to the Commission's Secretary.

ADDRESSES: Secretary, Securities and Exchange Commission, 450 Fifth 
Street, N.W., Washington, DC 20549. Applicants, c/o Kristin H. Ives, 
Esq., Baker & Hosterler LLP, 65 East State Street--Suite 2100, 
Columbus, Ohio 43215.

FOR FURTHER INFORMATION CONTACT: Lawrence W. Pisto, Senior Counsel, at 
(202) 942-0527, or George J. Zornada, Branch Chief, at (202) 942-0564, 
Office of Investment Company Regulation, Division of Investment 
Management.

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee at the 
Commission's Public Reference Branch, 450 Fifth Street, N.W., 
Washington, DC 20549 (tel. (202) 942-8090).

Applicants' Representations

    1. On October 5, 1993, the Commission issued an order (the 
``Original Order'') under sections 6(c) and 17(b) of the Act that 
exempted the Original Applicants from the provisions of sections 
12(d)(1)(A) and 17(a) of the Act and that permitted, pursuant to rule 
17d-1, certain joint transactions in accordance with section 17(d) and 
rule 17d-1.\1\ The Original Order permitted: (i) the non-money market 
series of an Original Fund to utilize cash reserves that have not been 
invested in portfolio securities (``Uninvested Cash'') to purchase 
shares of one or more of the money market series of such Original Fund; 
and (ii) the sale of shares by the money market series of an Original 
Fund to the non-money market series of such Original Fund, and the 
purchase (or redemption) of their shares by the money market series of 
the Original Fund from the non-money market series of such Original 
Fund.
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    \1\ Investment Company Act Release Nos. 19965 (Sept. 9, 1993) 
(notice) and 19759 (Oct. 5, 1993) (order).
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    2. On May 20, 1997, the Commission issued an order that amended the 
Original Order (together with the Original Order, the ``Amended 
Order''), by extending the relief granted in the Original Order to the 
Subsequent Applicants.\2\
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    \2\ Investment Company Act Release Nos. 22636 (April 24, 1997) 
(notice) and 22677 (May 20, 1997) (order).
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    3. Eureka is an open-end management investment company registered 
under the Act and organized as a Massachusetts business trust. Eureka 
offers shares in five series, two of which are money market series. 
SBCL is the investment adviser for each of the Eureka series. SBCL is 
not registered under the Investment Advisers Act of 1940 (the 
``Advisers Act'') in reliance upon the exclusion from the definition of 
investment adviser set forth in Section 202(a)(11)(A) of the Advisers 
Act. BISYS, one of the Prior Applicants, is the principal underwriter, 
administrator and distributor for each of the Eureka series. Pursuant 
to separate agreements with the New Fund, BISYS Services, one of the 
Prior Applicants, serves as transfer agent and provides fund accounting 
services for each of the Eureka series.
    4. Performance is an open-end management investment company 
registered under the Act and organized as a Delaware business trust. 
Performance offers shares in six series, one of which is a money market 
series. Trustmark is the investment adviser for each of the Performance 
series. Trustmark is not registered under the Advisers Act in reliance 
upon the exclusion from the definition of investment adviser set forth 
in Section 202(a)(11)(A) of the Advisers Act. BISYS, one of the Prior 
Applicants, is the administrator for each of the Performance series. A 
wholly-owned subsidiary of BISYS Services, a Prior Applicant, is the 
principal underwriter and distributor for each of the Performance 
series. Pursuant to separate agreements with the Performance series, 
BISYS Services also serves as transfer agent and provides fund 
accounting services for each of the Performance series.
    5. Centura is an open-end management investment company registered 
under the Act and organized as a Maryland corporation. Centura offers 
shares in six series, one of which is a money series. Centura Bank is 
the investment adviser for each of the Centura market series. Centura 
Bank is not registered under the Advisers Act in reliance upon the 
exclusion from the definition of investment adviser set forth in 
Section 202(a)(11)(A) of the Advisers Act. BISYS, one of the Prior 
Applicants, is the administrator for each of the Performance series. A 
wholly-owned subsidiary of BISYS Services,

[[Page 45100]]

one of the Prior Applicants, is the principal underwriter and 
distributor for each of the Centura series. Pursuant to separate 
agreements with the Centura series, BISYS Services also serves as 
transfer agent and provides fund accounting services for each of the 
Centura series.
    6. The New Applicants seek to have the exemptive relief granted 
under the Amended Order extended to include them so as to permit the 
non-money market series of the New Funds which are advised by the New 
Advisers to utilize Uninvested Cash to purchase shares of one or more 
of the money market series of the New Funds which are advised by the 
New Advisers.\3\ The New Applicants consent to the conditions set forth 
in the original application and agree to be bound by the terms and 
provisions of the Amended Order to the same extent as the Prior 
Applicants. The New Applicants believe that granting the requested 
order is appropriate in the public interest and consistent with the 
protection of investors and the purposes fairly intended by the policy 
and provisions of the Act.

    \3\ The requested relief also would extend to any other 
registered open-end management investment companies advised by the 
New Advisers or any person directly or indirectly controlling, 
controlled by, or under common control with the New Advisers, and 
for which BISYS or any person directly or indirectly controlling, 
controlled by, or under common control with BISYS, now or in the 
future serves as principal underwriter.
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    For the Commission, by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 98-22643 Filed 8-21-98; 8:45 am]
BILLING CODE 8010-01-M