COVER 28 filename28.htm

 

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MORRISON  FOERSTER LLP

 

BEIJING, BERLIN, BRUSSELS, DENVER,
HONG KONG, LONDON, LOS ANGELES,
NEW YORK, NORTHERN VIRGINIA,
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SAN FRANCISCO, SHANGHAI, SINGAPORE,
TOKYO, WASHINGTON, D.C.

 

March 17, 2016

Writer’s Direct Contact

212.468.8053

JBaris@mofo.com

 

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC  20549

 

Re:

Victory Portfolios — Registration Statement

 

on Form N-14

 

File Nos. 333-209399; 811-04852

 

Ladies and Gentlemen:

 

Our client, Victory Portfolios (the “Registrant”), is today filing via EDGAR Pre-Effective Amendment No. 1 to a Registration Statement on Form N-14 (the “Registration Statement”) to register shares to be issued in a proposed reorganization of each series of RS Investment Trust (each, an “RS Fund”) into the corresponding series identified below of the Registrant (the “Victory Funds”):

 

RS Funds

 

Victory Funds

RS Focused Growth Opportunity Fund

 

Victory RS Focused Growth Opportunity Fund

RS Focused Opportunity Fund

 

Victory RS Focused Opportunity Fund

RS Growth Fund

 

Victory RS Growth Fund

RS Mid Cap Growth Fund

 

Victory RS Mid Cap Growth Fund

RS Select Growth Fund

 

Victory RS Select Growth Fund

RS Small Cap Equity Fund

 

Victory RS Small Cap Equity Fund

RS Small Cap Growth Fund

 

Victory RS Small Cap Growth Fund

RS Technology Fund

 

Victory RS Science and Technology Fund

RS Investors Fund

 

Victory RS Investors Fund

RS Large Cap Alpha Fund

 

Victory RS Large Cap Alpha Fund

RS Partners Fund

 

Victory RS Partners Fund

RS Value Fund

 

Victory RS Value Fund

RS Global Fund

 

Victory RS Global Fund

RS International Fund

 

Victory RS International Fund

RS China Fund

 

Victory RS China Fund

RS Emerging Markets Fund

 

Victory RS Emerging Markets Fund

RS Emerging Markets Small Cap Fund

 

Victory RS Emerging Markets Small Cap Fund

RS Global Natural Resources Fund

 

Victory Global Natural Resources Fund

RS Investment Quality Bond Fund

 

Victory INCORE Investment Quality Bond Fund

RS Low Duration Bond Fund

 

Victory INCORE Low Duration Bond Fund

RS High Yield Fund

 

Victory High Yield Fund

RS Tax-Exempt Fund

 

Victory Tax-Exempt Fund

RS High Income Municipal Bond Fund

 

Victory High Income Municipal Bond Fund

RS Floating Rate Fund

 

Victory Floating Rate Fund

RS Strategic Income Fund

 

Victory Strategic Income Fund

 


 

The primary purpose of Pre-Effective Amendment No. 1 to the Registration Statement is to reflect the Staff of the Securities and Exchange Commission’s (the “Commission”) comments to the Registration Statement, filed with the Commission on February 4, 2016.  Pre-Effective Amendment No. 1 to the Registration Statement also reflects the addition of a proposal for the consideration of shareholders with respect to the change of the fundamental investment policy regarding diversification of investments for each of the RS Investors Fund and RS Global Natural Resources Fund.

 

The opinion required to be filed relating to the legality of the shares being registered is included as an exhibit to the Registration Statement.  The Registrant has also undertaken to file the required opinion concerning tax effect of the transaction in a post-effective amendment to the Registration Statement within a reasonable time after the closing of the reorganization.  Pre-Effective Amendment No. 1 to the Registration Statement also includes audited financial information as of December 31, 2015.  The Registrant does not intend to file pro forma financial statements of the combined entities.

 

No filing fee is due, in accordance with Section 24(f) of the Investment Company Act of 1940, as amended.

 

In accordance with Rule 473 under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant will amend the Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant files a further amendment which specifically states that the Registration Statement shall become effective in accordance with section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.

 

If you have any questions, please call me at 212-468-8053.

 

 

 

 

Very truly yours,

 

 

 

/s/ Jay G. Baris

 

 

 

Jay G. Baris

 

cc:                                Mark Cowan, Division of Investment Management

Leigh A. Wilson, Chairmain

Christopher K. Dyer, Victory Capital Management Inc.

Erin G. Wagner, Victory Capital Management Inc.

Michael D. Policarpo, II, Victory Capital Management Inc.

Scott Stahorsky, Victory Capital Management Inc.

Edward J. Veilleux, Chief Compliance Officer

Nathan J. Greene, Shearman & Sterling LLP
S. Elliott Cohan, Morrison & Foerster, LLP
Matthew J. Kutner, Morrison & Foerster, LLP

 

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