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 THB US Small Opportunities 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, 2021, 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 October 31, 2021.
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.
/s/ COHEN & COMPANY, LTD.
Cleveland, Ohio
December 23, 2021

EXEMPT ORDER INFO

VICTORY FUNDS
Interfund Lending N-CEN Certification
Period Ending October 31, 2021
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
Chief Compliance Officer
Victory Funds