EXEMPT ORDER INFO

VICTORY FUNDS
Interfund Lending N-CEN Certification
Period Ending August  31, 2019

In regards to the InterFund Lending Program, I certify that the Adviser
 on behalf of the Funds has implemented procedures reasonably designed
to achieve compliance with the terms and conditions of the InterFund
Lending Order which includes the following objectives: (a) that the
InterFund Loan rate will be higher than the Repo Rate, but lower than
the Bank Loan Rate; (b) compliance with the collateral requirements as
set forth in the Application; (c) Compliance with the percentage
limitations on interfund borrowing and lending; (d) Allocation of the
interfund borrowing and lending demand in an equitable manner and in
accordance with procedures established by the Trustees; and (e) that
the InterFund Loan Rate does not exceed the interest rate on any
third-party borrowings of a borrowing Fund at the time of the InterFund
Loan.


   ________Colin Kinney______________________		______11/7/2019__________
Colin Kinney							Date
Chief Compliance Officer
Victory Funds

INTERNAL CONTROL RPT

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Trustees of
Victory Portfolios II

In planning and performing our audit of the financial statements
 of VictoryShares USAA Core Short-Term Bond ETF, VictoryShares
 USAA Core Intermediate-Term Bond ETF, VictoryShares USAA MSCI
 USA Value Momentum ETF, VictoryShares USAA MSCI USA Small Cap
 Value Momentum ETF, VictoryShares USAA MSCI International Value
 Momentum ETF, and VictoryShares USAA MSCI Emerging Markets
 Value Momentum ETF (the Funds), each a series of Victory
 Portfolios II, as of and for the year ended August 31, 2019,
in accordance with the standards of the Public Company
Accounting Oversight Board (United States), we considered the
Funds internal control over financial reporting, including
controls over safeguarding securities, as a basis for designing
our auditing procedures for the purpose of expressing our
opinion on the financial statements and to comply with the
requirements of Form N-CEN, but not for the purpose of
expressing an opinion on the effectiveness of the Funds
internal control over financial reporting.  Accordingly, we
express no such opinion.

The management of the Funds is responsible for establishing
and maintaining effective internal control over financial
reporting.  In fulfilling this responsibility, estimates and
judgments by management are required to assess the expected
benefits and related costs of controls. A funds internal
control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles (GAAP).  A funds internal
control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the fund; (2)
provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with GAAP, and that receipts and expenditures of the
fund are being made only in accordance with authorizations of
management and trustees of the fund; and (3) provide reasonable
assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of a funds assets
that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists
when the design or operation of a control does not allow
management or employees, in the normal course of performing their
assigned functions, to prevent or detect misstatements on a timely
basis.  A material weakness is a deficiency, or combination of
deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement
of the Funds annual or interim financial statements will not be
prevented or detected on a timely basis.

Our consideration of the Funds internal control over financial
reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies in
internal control that might be material weaknesses under standards
established by the Public Company Accounting Oversight Board
(United States).  However, we noted no deficiencies in the Funds
internal control over financial reporting and its operation,
including controls over safeguarding securities that we consider to
be a material weakness as defined above as of August 31, 2019.

This report is intended solely for the information and use of
management and the Board of Trustees of the Funds and the
Securities and Exchange Commission and is not intended to be
and should not be used by anyone other than these specified parties.


COHEN AND COMPANY, LTD.
Cleveland, Ohio
October 28, 2019