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| MORRISON & FOERSTER LLP
BEIJING, BERLIN, BRUSSELS, DENVER, | |
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July 24, 2014 |
| Writer’s Direct Contact +1 (212) 468.8053 JBaris@mofo.com |
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: The Victory Portfolios — Registration Statement
on Form N-14
File Nos. 333-106661, 811-4852
Ladies and Gentlemen:
On behalf of our client, The Victory Portfolios (“Registrant”), we are filing via EDGAR, Pre-Effective Amendment No. 2 to a Registration Statement on Form N-14 for the proposed reorganization of each series of Munder Series Trust (each, a “Munder Fund”) into the series identified below of the Registrant (the “Victory Funds”) as follows:
Munder Funds | Victory Funds |
Munder Bond Fund | Munder Total Return Bond Fund |
Munder Emerging Markets Small-Cap Fund | Munder Emerging Markets Small-Cap Fund |
Munder Growth Opportunities Fund | Munder Growth Opportunities Fund |
Munder Index 500 Fund | Munder Index 500 Fund |
Munder Integrity Mid-Cap Value Fund | Integrity Mid-Cap Value Fund |
Munder Integrity Small/Mid-Cap Value Fund | Integrity Small/Mid-Cap Value Fund |
Munder International Fund—Core Equity | Munder International Fund—Core Equity |
Munder International Small-Cap Fund | Munder International Small-Cap Fund |
Munder Micro-Cap Equity Fund | Integrity Micro-Cap Equity Fund |
Munder Mid-Cap Core Growth Fund | Munder Mid-Cap Core Growth Fund |
Munder Veracity Small-Cap Value Fund | Integrity Small-Cap Value Fund |
The purpose of this Pre-Effective Amendment No. 2 is to update the Registration Statement on Form N-14 to reflect the staff’s comments to the original Form N-14, which was filed with the Commission on June 11, 2014.
No filing fee is due, in accordance with Section 24(f) of the Investment Company Act of 1940, as amended.
In separate correspondence, the Registrant has requested that the filing become effective on July 24, 2014 or as soon as possible thereafter, pursuant to Rule 461 under the Securities Act of 1933.
If you have any questions concerning the filing, please call me at 212-468-8053.
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| Very truly yours, |
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| /s/ Jay G. Baris |
| Jay G. Baris |
cc: Karen L. Rossotto, Division of Investment Management
Leigh A. Wilson, Chair of the Board
Michael D. Policarpo, II, Victory Capital Management Inc.
Christopher K. Dyer, Victory Capital Management Inc.
Erin G. Wagner, Victory Capital Management Inc.
Edward J. Veilleux, Chief Compliance Officer
John A. Danko, Citi Fund Services Ohio, Inc.
Brenda J. Fleissner, Ernst & Young LLP
Nathan J. Greene, Shearman & Sterling LLP
Kelley A. Howes