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 RS Partners Fund, Victory RS Value Fund, Victory RS
Large Cap Alpha Fund, Victory RS Investors Fund, Victory Global
Natural Resources Fund, Victory RS Small Cap Growth Fund, Victory
RS Select Growth Fund, Victory RS Mid Cap Growth Fund, Victory RS
Growth Fund, Victory RS Science and Technology Fund, Victory RS
Small Cap Equity Fund, Victory RS International Fund, Victory RS
Global Fund, Victory Sophus Emerging Markets Fund, Victory Sophus
Emerging Markets Small Cap Fund, Victory INCORE Investment Quality
Bond Fund, Victory INCORE Low Duration Bond Fund, Victory High
Yield Fund, Victory Tax-Exempt Fund, Victory High Income
Municipal Bond Fund, Victory Floating Rate Fund and Victory
Strategic Income Fund (the "Funds"), each a series of Victory
Portfolios, as of and for the year ended December 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 fund's 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 fund's 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 fund's 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 December 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
February 25, 2020

EXEMPT ORDER INFO

VICTORY PORTFOLIOS
Interfund Lending N-CEN Certification
Period Ending December 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.


_/s/ Colin Kinney____ ________March 13, 2020_______________
Colin Kinney		     Date
Chief Compliance Officer
Victory Funds