[Federal Register Volume 64, Number 167 (Monday, August 30, 1999)]
[Notices]
[Pages 47202-47203]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-22373]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 23962; 812-11716]


The Victory Portfolios, et al.; Notice of Application

August 23, 1999.
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 of Application

    Applicants seeks 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 one registered open-end 
management investment company and one investment adviser 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 Californian, 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

[[Page 47203]]

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 
(collectively, the ``First Additional Advisers''); Eureka Funds, 
Performance Funds Trust, Centura Funds, Inc., (collectively, the First 
Additional Funds''); Sanwa Bank California, Trustmark National Bank and 
Centura Bank (collectively, the ``Second Additional Adviser''); The 
Infinity Mutual Funds, Inc. (the ``New Fund'') and First American 
National Bank (the ``New Adviser'').
    The Sessions Group, BISYS, BISYS Fund Services Ohio, Inc. and the 
First Additional Advisers are also referred to as the ``First 
Subsequent Applicants.'' BISYS, BISYS Services, the First Additional 
Funds, and the Second Additional Advisers are also referred to as the 
``Second Subsequent Applicants.'' The Original Applicants, the First 
Subsequent Applicants, and the Second Subsequent Applicants are also 
referred to collectively as the ``Prior Applicants.'' BISYS, BISYS Fund 
Services Ohio, Inc., the New Fund, as the New Adviser are referred to 
collectively as the ``New Applicants.''

Filing Dates

    The Application was filed on July 23, 1999.

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 requests should be 
received by the Commission by 5:30 p.m. on September 20, 1999, and 
should be accompanied by proof of service on applicants, in the form of 
an affidavit or, of lawyers, a certificate of service. Hearing requests 
should state the nature of the writer's interest, the reason for the 
request, and the issues contested. Persons who 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, NW, Washington, DC 20549-0609. Applicants, c/o Charles H. Hire, 
Esq., Baker & Hostetler 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 L. 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, NW, Washington, 
DC 20549-0102 (tel. (202) 942-8090).

Applicant's 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. 19695 (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 ``First Amended 
Order''), by extending the relief granted in the Original Order to the 
First Subsequent Applicants.\2\
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    \2\ Investment Company Act release Nos. 22636 (April 25, 
1997)(notice) and 22677 (May 20, 1997) (order).
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    3. On September 15, 1998, the Commission issued an order that 
amended the Original Order for the second time (together with the First 
Amended Order, the ``Second Amended Order''), by extending the relief 
granted in the Original order to the Second Subsequent Applicants.\3\ 
The Original Order, the First Amended Order and the Second Amended 
Order and referred to herein collectively as the ``Amended Order.''
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    \3\ Investment Company Act Release Nos. 23393 (August 18, 
1998)(notice) and 23436 (September 15, 1998)(order).
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    4. The New Fund is an open-end management investment company 
registered under the Act and organized as a Maryland corporation. The 
New Fund currently offers (or proposes to offer) twenty-two series, 
four of which are money market funds, that are advised by the New 
Adviser. The New Adviser 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 series. BISYS Ohio, also one of the Prior Applicants, 
is the administrator and transfer and dividend disbursing agent for 
each of the series.
    5. The New Applicants seek to have the exemptive relief granted 
under the Amended Order extend to include them so as to permit the 
permit the non-money market series of the New Fund which are advised by 
the New Adviser to utilize Uninvested Cash to purchase shares of one or 
more of the money market series of the New Fund which are advised by 
the New Adviser.\4\ 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.

    \4\ The requested relief also would extend to any other 
registered open-end management investment companies advised by the 
New Adviser or any person directly or indirectly controlling, 
controlled by, or under common control with the New Adviser, 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. 99-22373 Filed 8-27-99; 8:45 am]
BILLING CODE 8010-01-M