EXEMPT ORDER INFO

VICTORY FUNDS
Interfund Lending N-CEN Certification
Period Ending June  30, 2020

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.




   ___________Colin Kinney__________________  ____9/10/2020___________

Colin Kinney                                         Date
Chief Compliance Officer
Victory Funds

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 Integrity Discovery Fund, Victory Integrity Mid-Cap Value
Fund, Victory Integrity Small-Cap Value Fund, Victory Integrity
Small/Mid-Cap Value Fund, Victory Munder Multi-Cap Fund, Victory
S&P 500 Index Fund, Victory Munder Mid-Cap Core Growth Fund,
Victory Munder Small Cap Growth Fund, Victory Trivalent Emerging
Markets Small-Cap Fund, Victory Trivalent International Fund-Core
Equity, Victory Trivalent International Small-Cap Fund, and Victory
INCORE Total Return Bond Fund (the "Funds"), each a series of Victory
Portfolios, as of and for the year ended June 30, 2020, 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 June 30, 2020.
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
August 25, 2020