EXEMPT ORDER INFO

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.


/s/ Colin Kinney

Colin Kinney
Chief Compliance Officer
Victory Funds


February 28, 2019
Date

INTERNAL CONTROL RPT

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees
of the Victory Portfolios
In planning and performing our audits of the financial
statements of Victory Sophus Emerging Markets Fund,
Victory Sophus Emerging Markets Small Cap Fund, Victory
Floating Rate Fund, Victory RS Global Fund, Victory
Global Natural Resources Fund, Victory RS Growth Fund,
Victory High Income Municipal Bond Fund, Victory High
Yield Fund, Victory RS International Fund, Victory
INCORE Investment Quality Bond Fund, Victory RS
Investors Fund, Victory RS Large Cap Alpha Fund,
Victory INCORE Low Duration Bond Fund, Victory RS Mid
Cap Growth Fund, Victory RS Partners Fund, Victory RS
Select Growth Fund, Victory RS Small Cap Equity Fund,
Victory RS Small Cap Growth Fund, Victory Strategic
Income Fund, Victory Tax-Exempt Fund, Victory RS
Science and Technology Fund, and Victory RS Value
Fund (the Funds) (twenty-two of the portfolios
comprising the Victory Portfolios) as of and for
the year ended December 31, 2018, 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.
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 generally accepted accounting
principles, 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 a 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 securities,
that we consider to be a material weakness as defined
above as of December 31, 2018. This report is
intended solely for the information and use of
management and the Board of Trustees of Victory
Portfolios and the Securities and Exchange Commission and
is not intended to be and should not be used by anyone
other than these specified parties.

/s/ Ernst & Young LLP

Cincinnati, Ohio
February 25, 2019