J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
One Bryant Park
New York, New York 10036
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
February 6, 2018
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: Victory Capital Holdings, Inc.
Registration Statement on Form S-1
Registration File No. 333-222509
Dear Sir/Madam:
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, wish to advise you that approximately 3,200 copies of the Preliminary Prospectus of Victory Capital Holdings, Inc., a Delaware corporation (the “Registrant”) dated January 29, 2018, were distributed during the period from January 29, 2018 through 12:00 p.m., Eastern Standard Time on February 6, 2018, to prospective underwriters, institutions, dealers and others.
Each of the undersigned advises that it has complied and will continue to comply, and we have been informed by the other participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
In accordance with Rule 461 of the Act, we hereby join in the request of the Registrant for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 p.m., Eastern Standard Time on February 7, 2018, or as soon as practicable thereafter.
[Signature Page Follows]
Very truly yours,
J.P. MORGAN SECURITIES LLC |
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MERRILL, LYNCH, PIERCE, FENNER & SMITH |
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MORGAN STANLEY & CO. LLC |
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Acting severally on behalf of themselves and the |
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several underwriters |
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J.P. MORGAN SECURITIES LLC |
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By: | /s/ Alaoui Zenere |
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| Name: Alaoui Zenere |
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| Title: VP, Equity Capital Markets |
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MERRILL, LYNCH, PIERCE, FENNER & SMITH |
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By: | /s/ Michael Liloia |
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| Name: Michael Liloia |
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| Title: Director |
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MORGAN STANLEY & CO. LLC |
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By: | /s/ Taylor Wright |
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| Name: Taylor Wright |
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| Title: Managing Director |
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[Signature Page to Acceleration Request Letter]