VICTORY CAPITAL HOLDINGS, INC.
4900 Tiedman Road 4th Floor
Brooklyn, OH
February 6, 2018
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Era Anagnosti, Legal Branch Chief
Christopher Dunham, Staff Attorney
Amit Pande, Accounting Branch Chief
Michael Volley, Staff Accountant
Re: Victory Capital Holdings, Inc.
Registration Statement on Form S-1
File No. 333-222509
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Victory Capital Holdings, Inc. (the “Company”) hereby respectfully requests that the effectiveness of the above-captioned Registration Statement on Form S-1 (as amended to date, the “Registration Statement”) be accelerated to February 7, 2018 at 4:00 p.m., Eastern Standard Time, or as soon as practicable thereafter. Under separate cover, you will receive today a letter from the managing underwriters of the proposed offering joining in the Company’s request for acceleration of the effectiveness of the Registration Statement.
Please confirm that the Registration Statement has been declared effective by telephoning David Boston at (212) 728-8625, or in his absence, Danielle Scalzo at (212) 728-8620. Comments with respect to this request or the Registration Statement may be directed to David Boston by telephone or facsimile at (212) 728-9625, or in his absence, to Danielle Scalzo by telephone or facsimile at (212) 728-9620.
The cooperation of the staff in meeting the timetable described above is very much appreciated.
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