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
Energy Transition 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
Low Duration Bond Fund, Victory High Yield Fund, Victory Tax-Exempt
Fund, Victory High Income Municipal Bond Fund, and Victory Floating
Rate Fund (the "Funds"), each a series of Victory Portfolios as of
and for the year ended December 31, 2023, in accordance with the
standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), 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 PCAOB. 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, 2023.
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
February 23, 2024

EXEMPT ORDER INFO

VICTORY PORTFOLIOS
Interfund Lending N-CEN Certification
Period Ending December 31, 2023

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/ Sean Fox
March 12, 2024
Chief Compliance Officer
Victory Funds