00-2746. 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.

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 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 [phone], or Mary Kay Frech, Branch Chief, at [phone], 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. [phone]).

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.

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]

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]

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.”

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 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.

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

Margaret H. McFarland,

Deputy Secretary.

Footnotes

1.  Investment Company Act Release Nos. 19695 (Sept. 9, 1993) (notice) and 19759 (Oct. 5, 1993) (order).

2.  Investment Company Act Release Nos. 22636 (April 24, 1997) (notice) and 22677 (May 20, 1997) (order).

3.  Investment Company Act Release Nos. 23393 (Aug. 18, 1998) (notice) and 23436 (Sept. 15, 1998) (order).

4.  Investment Company Act Release Nos. 23962 (Aug. 23, 1999) (notice) and 24021 (Sept. 21, 1999) (order).

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.