[Federal Register Volume 65, Number 26 (Tuesday, February 8, 2000)]
[Notices]
[Pages 6245-6247]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-2746]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 24274; 812-11898]


The Victory Portfolios, et al.; Notice of Application

February 1, 2000.
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 one registered open-end 
management investment company and one investment adviser as applicants.
    Applicants: The Victory Portfolios (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

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

FILING DATE:  The application was filed on December 22, 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 February 28, 2000, and should be accompanied by proof of 
service on applicants, in the form of an affidavit or, for 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 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 20549-0609. 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 Mary Kay Frech, 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 20549-0102 (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. 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 24, 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\
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    \3\ Investment Company Act Release Nos. 23393 (Aug. 18, 1998) 
(notice) and 23436 (Sept. 15, 1998) (order).
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    4. On September 21, 1999, the Commission issued an order that 
amended the Original Order for the third time (together with the Second 
Amended Order, the ``Third Amended Order''), by extending the relief 
granted in the Original Order to the Third Subsequent Applicants.\4\ 
The Original Order, the First Amended Order, the Second Amended Order 
and the Third Amended Order are referred to herein collectively as the 
``Amended Order.''
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    \4\ Investment Company Act Release Nos. 23962 (Aug. 23, 1999) 
(notice) and 24021 (Sept. 21, 1999) (order).
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    5. The New Fund is an open-end management investment company 
registered under the Act and organized as a Massachusetts business 
trust. The New Fund currently offers three series, one of which is a 
money market fund, and is 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 
and administrator for each series of the New Fund. BISYS Services, also 
one of the Prior Applicants, is the transfer agent and fund account for 
each series of the New Fund.
    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 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.\5\ The New Applicants consent to the

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conditions set forth in the application for the Amended Order 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.

    \5\ 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.

    For the Commission, by the Division of Investment Management, 
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under delegated authority.

Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 00-2746 Filed 2-7-00; 8:45 am]
BILLING CODE 8010-01-M