SEC Division of Corporation Finance no-action letter: BISYS Fund Services, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DlvlSlON OF September 26,2006 CORPORATION FINANCE Mr. Paul R. Eckert Wilmer, Cutler, Pickering, Hale and Dorr LLP 1875 Pennsylvania Avenue, NW Washington, DC 2006 Dear Mr. Eckert:
Re: BISYS Fund Services, Inc. LA-2873
Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act Dear Mr. Eckert:
Ths is in response to your letter dated September 18,2006, written on behalf of BISYS Group, Inc. (Company) and its subsidiary BISYS Fund Services, Inc. (BISYS), and cdnstituting an application for relief from the Company being considered an "ineligible issuer" under Rule 405(l)(vi) of the Securities Act of 1933 (Securities Act). The Company requests relief from being considered an ineligible issuer under Rule 405, due to the entry on September 26,2006, of a Commission Order (Order) pursuant to Section 2030 of the Investment Advisers Act of 1940, and Sections 9(b) and 9(f) of the Investment Company Act of 1940, naming BISYS as a respondent. Based on the facts and representations in your letter, and assuming the Company and BISYS will comply with the Order, the Commission, pursuant to delegated authority has determined that the Company has made a showing of good cause under Rule 405(2) and that the Company will not be considered an ineligible issuers by reason of the entry of the Order. Specifically, we determined under these facts and representations that the Company has shown that the terms of the Order were agreed to in a settlement prior to December 1,2005. Accordingly, the relief described above from the Company being an ineligible issuer under Rule 405 of the Securities Act is hereby granted. Any different facts from those represented or non-compliance with the Order might require us to reach a different conclusion. qfehafg Mary Kosterlitz Chief, Office of Enforcement Liaison Division of Corporation Finance