INTERNAL CONTROL RPT

Report of Independent Registered Public Accounting Firm

To the Shareholders and
Board of Trustees of Victory Portfolios III (Formerly USAA Mutual
Funds Trust)
In planning and performing our audits of the financial statements
of Victory Portfolios III (formerly USAA Mutual Funds Trust)
(comprising Victory 500 Index Fund (formerly USAA 500 Index Fund),
Victory Aggressive Growth Fund (formerly USAA Aggressive Growth
Fund), Victory Capital Growth Fund (formerly USAA Capital Growth
Fund), Victory Core Plus Intermediate Bond Fund (formerly USAA
Intermediate-Term Bond Fund), Victory Extended Market Index Fund
(formerly USAA Extended Market Index Fund), Victory Global Managed
Volatility Fund (formerly USAA Global Managed Volatility Fund),
Victory Growth & Income Fund (formerly USAA Growth & Income Fund),
Victory Growth Fund (formerly USAA Growth Fund), Victory High
Income Fund (formerly USAA High Income Fund), Victory Income Fund
(formerly USAA Income Fund), Victory Income Stock Fund (formerly
USAA Income Stock Fund), Victory Money Market Fund (formerly USAA
Money Market Fund), Victory Nasdaq-100 Index Fund (formerly USAA
Nasdaq-100 Index Fund), Victory Science & Technology Fund (formerly
USAA Science & Technology Fund), Victory Short-Term Bond Fund
(formerly USAA Short-Term Bond Fund), Victory Small Cap Stock Fund
(formerly USAA Small Cap Stock Fund), Victory Target Retirement
2030 Fund (formerly USAA Target Retirement 2030 Fund), Victory
Target Retirement 2040 Fund (formerly USAA Target Retirement 2040
Fund), Victory Target Retirement 2050 Fund (formerly USAA Target
Retirement 2050 Fund), Victory Target Retirement 2060 Fund
(formerly USAA Target Retirement 2060 Fund), Victory Target
Retirement Income Fund (formerly USAA Target Retirement Income
Fund), Victory Ultra Short-Term Bond Fund (formerly USAA Ultra
Short-Term Bond Fund), Victory Value Fund (formerly USAA Value
Fund)) (the Trust) as of and for the period ended April 30, 2023,
in accordance with the standards of the Public Company Accounting
Oversight Board (United States) (PCAOB), we considered the Trust's
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 Trust's 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 trust'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
U.S. generally accepted accounting principles. A trust'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 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 trustees
of the trust; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use
or disposition of a trust'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 a combination of
deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material
misstatement of the Trust's annual or interim financial statements
will not be prevented or detected on a timely basis.
Our consideration of the Trust's 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
Trust's 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 April 30, 2023.
This report is intended solely for the information and use of
management and the Board of Trustees of the Trust and the
Securities and Exchange Commission and is not intended to be
and should not be used by anyone other than these specified
parties.

Ernst & Young LLP
San Antonio, TX
June 28, 2023

EXEMPT ORDER INFO

VICTORY PORTFOLIOS III
Interfund Lending N-CEN Certification
Period Ending April 30, 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
7/6/2023
Chief Compliance Officer
Victory Funds