SecProbe.io

December 2, 2024
VIA E-mailJay G. Baris
Matthew KutnerSidley Austin LLP  787 Seventh Avenue  New York, NY 10019
Re: Victory Portfolios IV
  Initial Registration Statement on Form N-1A
  File Nos. 333-282907, 811-24019
Dear Messrs. Baris and Kutner :
On November 1, 2024, you filed an initial r egistration statement on Form N-1A on
behalf of Victory Portfolios IV to register shares of  the funds listed in Appendix A (the “Funds,”
and each, a “Fund”) .1We have reviewed the registrati on statement and have provided our
comments below. Where a comment is made with regard to disclosure in one location, it is
applicable to all similar disclosure appearing elsewhere in the registration statement.  To minimize duplication of comments across the Funds,  we have provided one  set of comments for
all Funds, as applicable, unless we state that a comment specifically applies to a particular Fund
or subset of Funds.  Therefore, any reference to  a Fund is generally a reference to all Funds for
which the comment is applicable. All capitalized terms not otherw ise defined herein have the
meaning given to them in the re gistration statement.  References  to Items are to Form N-1A.
General
1. We note that substantial portions of the regist ration statement are incomplete. Please ensure
all information is included in a pre-effective amendment, including the fee tables, hypothetical expense examples, references to th e auditor, auditor’s consent, and financial
statements. A full financial review must be performed prior to declaring the registration
statement effective. We may have additional comments on such portions when the registrant
completes them in a pre-effective amendment, on disclosures made in response to this letter, on information supplied supplementally (includi ng information about the predecessor funds),
1We note that you filed an initial registration statement on October 30, 2024 to register twenty-five funds.  You also filed an
amended registration statement on November 1, 2024 to: (i) register shares of four additional series and (ii) include three Statements of Additional Information for the four funds that also  supplemented (and were intended to replace) the Statements of
Additional Information filed on October 30, 2024 with respect to ten funds.  Because you have confirmed to us that the amended
registration statement did not include – but was intended to include  – all twenty-nine funds, we have provided comments for all
of the funds, with the initial filing date of  all funds being deemed as November 1, 2024.

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Matthew Kutner Sidley Austin LLP Page 2

or on exhibits added in any amendment.
2. Please advise us if you have s ubmitted or expect to submit any exemptive applications or no-
action requests in connection with  the registration statement.
3. Please update the Fund’s ticker symbol in EDGAR.  See Items 1(a)(2) and 14(a)(2);
Regulation S-T, Rule 313(b)(1).  In addition, please review and confirm that the Series
names in the EDGAR system ma tch the names of the Funds as they are listed in the
prospectuses.  Please also s upplementally explain why, in the prospectuses, some of the
classes for particular Series do not show ticker symbols or othe rwise add these ticker
symbols.
PROSPECTUS
General
4. In the “Performance” section, th e Fund indicates that it has adopted the performance of the
“predecessor fund” as the result of a reorgani zation of the predecessor fund into the Fund on
[ ] (the “Reorganization”).  Please supplementally provide  the staff with additional
information and background on the prede cessor fund, including the status of the
reorganization and the timing of  the reorganization in relation to effectiveness of the
registration statement.  Please confirm supplementally that the Fund will not sell shares using
this registration statement until the reorganization is consummated.
Fees and Expenses
5.  If Other Expenses of the Fund will not be estimates, but rather are incorporating the
expenses of the predecessor fund, please delete fo otnote 3 to the fee tabl e, which states that
Other Expenses are based on estimated amounts for the current fiscal year.
Portfolio Turnover
6. Please ensure that each Fund refers to the pr edecessor fund’s portfolio turnover rate, rather
than the Fund’s portfolio turnover rate, in the last  sentence of this section.  In addition, please
define predecessor fund the firs t time such term is used.
Principal Investment Strategy
7. Where a Fund’s principal investment strate gy includes investments in other investment
companies, please: (1) if acquired fund fees and expenses from such investments will exceed
0.01% of the average net assets of a series, pl ease confirm that these fees and expenses will
be included as a separate line item in the fee table, or; (2) if  acquired fund fees and expenses
are not expected to exceed one basis point, c onfirm supplementally that such expenses are
included in the “Other Expenses” line in the fee table.  See Instruction 3(f)(i) of Item 3.
8. Where it is stated that the Adviser “genera lly” will not invest Fund assets in companies
“engaged in” (or, as alternately stated in some  prospectuses, “signifi cantly involved in”) the
production, sale, storage of, or  providing services for, ce rtain controversial weapons,
including chemical, biological and depleted uranium weapons  and certain antipersonnel
mines and cluster bombs, or other ESG-rela ted categories of inve stments, please add
disclosure in response to Item 9 clarifying, if accu rate, that an investment  could be made in a

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Matthew Kutner Sidley Austin LLP Page 3

company that is engaged in or has significan t involvement in the activities listed above, the
circumstances under which the Adviser may make such investments and, where the
disclosure includes “significantly  involved,” please disclose what  that means.  This comment
applies to the Funds listed in comment 10 in  addition to any other Fund containing similar
language.
9. For Funds that integrate environmental,  social and corporate governance (“ESG”)
considerations into their inves tment research processes, please provide, in response to Item 9,
some examples of ESG criteria that it cons iders for the particular Fund. We note, for
example, that the Victory Pi oneer CAT Bond Fund primarily  invests in catastrophe bonds
and other insurance-and reinsu rance-related securities, but it is not clear from the ESG
integration disclosure how the Fund integr ates ESG into its investment process.
10. Regarding Victory Pioneer Balanced Fund; Vi ctory Pioneer Global Equity Fund; Victory
Pioneer Global Growth Fund; Victory Pioneer  Global Value Fund; and Victory Pioneer
Fund, we note that the predecessor funds (e xcept for Victory Pioneer Fund) are ESG-
focused, however, the acquiring funds will not be ESG-focused.  Please review the disclosure
for these funds and revise where appropriat e to better reflect the acquiring funds will
integrate ESG policies, not focus on such policies.  For example, please address the following, in addition to other applicable comments herein:
a. It is stated in response to Items 4 and 9 principal investment strategies, that the
Fund “integrates ESG analysis into its investment process by focusing on
companies with sustainable business mode ls and evaluating ESG-related risks as
part of its research recommendations.”  Please consider replacing the word
“focus,” so that the sentence  no longer implies that the Fund’s focus is on ESG.
b. Disclosure about the Fund’s ESG integr ation methodology in response to Item 4
should be a summary.  Please revise the disclosure in light of the Fund’s ESG
integration policy and move the more  detailed disclosure about the ESG
methodology (both in the principal strate gy disclosure and the principal risk
disclosure) to Item 9’s principal inves tment strategy and risks disclosures, as
appropriate (or delete from Item 4 a ny duplicative wording that is already
included in response to Item 9).  In add ition, we note disclosure under Item 9 that
“ESG-related concerns in one area might not automatically eliminate an issuer from being an eligible investment fo r the Fund. The Adviser may consider
whether an issuer’s ESG policies or practices are improving in making ESG
evaluations.”   Please clarify therein whet her an investment c ould be made in a
company that scores poorly on ESG if it scores strongly on other non-ESG factors
that are considered. See also  comment 8 above.
c. It is stated that the Adviser “uses thres holds based on revenue or other criteria to
determine significant involvement in specific activities, which may vary by activity.”  Please briefly clarify in the disclosure what “specific activities” refers to.  In addition, in response to Item 9, pl ease disclose: (1) what “other criteria”
referenced in the sentence above refers  to; and (2) how the Adviser generally
measures “significant i nvolvement,” and how such measurement “var[ies] by

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Matthew Kutner Sidley Austin LLP Page 4

activity” (we note that some Funds, like the Victory Pioneer Global Value Fund,
explain that “significantl y involved” means deriving more than 10% of gross
revenues from such activities, but that other Funds do not include an explanation).
d. The Fund discloses in response to Items 4 and 9 that “the Adviser considers ESG
information in the context of the issuer’s  respective sector or industry,” and the
next paragraph discloses that  the adviser also considers ESG ratings “relative to
other companies both within the relevant  industry and within the applicable
universe of companies.”  Please revise the disclosure to reconcile these two
statements.
e. If the Fund’s policy with respect to i nvesting in companies engaged in the
production, sale, storage of, or providing services for, certain controversial
weapons, including chemical , biological and depleted uranium weapons and
certain antipersonnel mines and cluster bombs, is not an exclusionary policy,
please delete the disclosure, under “ESG Risk,” that the Fund excludes securities
of issuers in certain industries.
11. For Victory Pioneer Bond Fund, we note the F und has the term “bond” in its name.  The
Fund’s related 80% names rule  policy, however, is not limited to bonds and includes broadly
“debt securities” and “cash, cash equivalents and other short-term holdings.”  Please revise the Fund's 80% policy so that it is more focu sed on bonds, or supplementally explain why it
would not be appropriate to do so.
12. For the Victory Pioneer AMT-Free Municipal Fund, the fundamental 80% policy described
in the prospectus refers to th e “interest” (rather than “inc ome”) being tax-exempt; and the
fundamental AMT-free policy desc ribed in the SAI refers to the “interest” rather than
“income” in the following clause: “the interest  on which is a tax preference item for purposes
of the federal alternative minimu m tax”.  Please supplementally e xplain why it is appropriate
to use the term “interest” rather than “income” as required by the rule.
Principal Investment Risks
13. Please update “[m]arket risk” (and other risks, as applicable) by deleting references to the
transition from LIBOR and deleting the discussion of Brexit there and in “Risks of Non-U.S.
Investments.”  Where applicable, please upd ate the “Market risk” (and, as applicable,
“Interest Rate Risk”) discussi on to address recent market even ts and economic developments.
14. Pursuant to the disclosure in “[m]unicipal secu rities risk,” as applicab le, if the Fund intends
to focus its investments in any particular state, city, territory  (including Puerto Rico), region,
or in securities the payments on which are dependent upon a single project or source of
revenues, or that relate to a sector or indus try, please disclose – to the extent not already
disclosed – such state, city, territory, region, or category of securities, and please include
corresponding principal risks.
15. For Funds that include “Risks of non-U.S. i nvestments,” please specify (to the extent not
already specified) in principal investment strategy disclosure  in response to Item 4, the
Fund’s significant investments in  any one region or country, and add any corresponding risk
disclosure.

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Matthew Kutner Sidley Austin LLP Page 5

16. For Funds that invest significantly  in emerging markets countries ( e.g., Victory Pioneer
International Equity Fund; Victory Pioneer Gl obal Growth Fund), please consider including
risks of emerging markets countries (and any particular emerging market country which
presents principal risks) as a sepa rate principal risk factor, rather than as part of the “Risks of
non-U.S. investments.”  In addition, we note that  some Funds that include “Risks of non-U.S.
investments” have de leted the following language that wa s disclosed under the predecessor
fund prospectuses: “These risks may include di fferent… auditing and financial recordkeeping
requirements,” and; “[i]nvestors in forei gn countries often have  limited rights and few
practical remedies to pursue shareholder claims.”  Please e xplain supplementally why such
language was deleted or add it back.  Also, fo r these Funds, where a list of emerging markets
is included in response to Items 4 and 9, please  provide a complete list of emerging markets
countries, rather than stati ng that emerging markets “generally will include, but not be
limited to” certain countries specified therein.
17. For a Fund that operates as a fund-of funds , where the Fund has deleted predecessor fund
disclosure stating that “[t]he fund is exposed to the following risks through its investments in
underlying funds,” please supplementa lly explain such deletion or add the disclosure back to
the prospectus.
18. Where repurchase agreements are part of the principal investment strategy ( e.g., Victory
Pioneer Fundamental Growth Fund), please add risk disclosure regarding repurchase
agreements. Please generally review each Fund to  confirm that all app licable principal risks
are disclosed.
19. Where equity securities are a principal investment, please provide, in response to Items 4 and
9, related risk disclosure, including that equity securities have a lower priority in reorganization or bank ruptcy proceedings.
Performance
20. Please state that the predeces sor fund had substantially s imilar objectives, policies, and
investment strategies as the Fund, if true.
21. We note the disclosure that Class A, Class C, and Class Y shares’ returns of the Fund will be
different from the returns of the predecessor fund as they have different expenses.  If the
relevant classes of the Fund have higher expenses than the corresponding classes of the
predecessor fund, then please state that if the predecessor performance had reflected the
expenses of the Fund, the returns would be lower.
22. We note that some Funds state that they co mpare the predecessor fund’s and the Fund’s
performance to more than one index.  Where that  is the case, please explain in the narrative
explanation accompanying the bar chart and tabl e (1) which index is the appropriate broad-
based securities market index (in some cases, such as Victory Pioneer Securitized Income Fund, please provide the broad-based securities ma rket index); and (2) information about the
additional index ( e.g., that the information shows how the Fund’s performance compares
with the returns of an index of funds  with similar investment objectives). See Instr. 2(b) to
item 4(b)(2).  In addition, where a Fund has select ed an index that is different from the index
used in a table for the immediately preceding period for the predecesso r fund, explain in the

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Matthew Kutner Sidley Austin LLP Page 6

narrative disclosure (rather than a footnote) the reason(s) for the selection of a different index
and provide information for both the ne wly selected and the former index. See Instr. 2(b) to
item 4(b)(2).
Organization and Manage