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


December 5, 2018
Date

INTERNAL CONTROL RPT

Report of Independent Registered Public Accounting Firm

To the Shareholders and
Board of Trustees of the Victory Institutional Funds
In planning and performing our audit of the financial
statements of Victory Institutional Diversified Stock
Fund (the Fund) (one of the portfolios comprising Victory
Institutional Funds (the Trust)) as of and for the year
ended October 31, 2018, in accordance with the standards
of the Public Company Accounting Oversight Board
(United States), we considered the Trusts 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
Trusts internal control over financial reporting.
Accordingly, we express no such opinion.
The management of the Trust 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 trusts
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 U.S. generally accepted accounting principles. A trusts
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 trust; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial
statements in accordance with U.S. generally accepted
accounting principles, and that receipts and expenditures of
the trust are being made only in accordance with authorizations
of management and directors of the trust; and (3) provide
reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of a Trusts
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 Trusts annual or interim financial
statements will not be prevented or detected on a timely basis.
Our consideration of the Trusts 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
Trusts internal control over financial reporting and its operation,
including controls over safeguarding securities, which we consider
to be a material weakness as defined above as of October 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
December 21, 2018