INTERNAL CONTROL RPT

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Trustees of
Victory Portfolios

In planning and performing our audit of the financial statements
of Victory Diversified Stock Fund, Victory NewBridge Large Cap
Growth Fund, Victory Special Value Fund, Victory Strategic
Allocation Fund, Victory INCORE Fund for Income, Victory
INCORE Investment Grade Convertible Fund, Victory Sycamore
Established Value Fund and Victory Sycamore Small Company
Opportunity Fund (the Funds), each a series of Victory
Portfolios, as of and for the year ended October 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 October 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 & COMPANY, LTD.
Cleveland, Ohio
December 30, 2019

EXEMPT ORDER INFO

VICTORY FUNDS
Interfund Lending N-CEN Certification
Period Ending October 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________________		______12/19/2019______________
Colin Kinney							Date
Chief Compliance Officer
Victory Funds