INTERNAL CONTROL RPT

Report of Independent Registered Public Accounting Firm

To the Shareholders and
Board of Trustees of the 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, and Victory INCORE Investment Grade
Convertible Fund (the Funds) (six of the portfolios
comprising Victory Portfolios (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

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