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WWW.MOFO.COM | MORRISON FOERSTER LLP
BEIJING, BERLIN, BRUSSELS, DENVER, |
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.
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| Very truly yours, |
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| /s/ Jay G. Baris |
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| 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