250 WEST 55TH STREET
| MORRISON FOERSTER LLP
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April 8, 2016 |
| Writer’s Direct Contact |
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| 212.468.8053 |
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| 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 No.: 33-8982 |
Ladies and Gentlemen:
Our client, Victory Portfolios (the “Registrant”), is today filing via EDGAR a Registration Statement on Form N-14 (the “Registration Statement”) to register shares to be issued in a proposed reorganization of the Victory CEMP Multi-Asset Balanced Fund, a series of Victory Portfolios II, into the Victory Strategic Allocation Fund, a series of the Registrant.
The Registrant will file the required opinion relating to the legality of the shares being registered and the consent of the independent registered public accounting firms in a pre-effective amendment to the Registration Statement. The Registrant has also undertaken to file the required tax opinion in a post-effective amendment to the Registration Statement within a reasonable time after the closing of the reorganization.
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 Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.
If you have any questions, please call me at 212-468-8053.
| 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
Sheila Stout, Division of Investment Management
Leigh A. Wilson, Chair of the Board