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 Portfolios comprising 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 International Fund-Core Equity,
Victory Trivalent International Small-Cap Fund, Victory INCORE
Total Return Bond Fund, 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") as of and for the year ended June 30, 2022, 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 June 30, 2022.
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 26, 2022

EXEMPT ORDER INFO

VICTORY FUNDS
Interfund Lending N-CEN Certification
Period Ending June 30, 2022

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
9/12/22   DATE
Chief Compliance Officer
Victory Funds