EXEMPT ORDER INFO

VICTORY PORTFOLIOS III
Interfund Lending N-CEN Certification
Period Ending February 29, 2024

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
May 13, 2024
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 III
In planning and performing our audits of the financial statements of
Victory Portfolios III (comprising Victory California Bond Fund,
Victory Cornerstone Aggressive Fund, Victory Cornerstone Conservative
Fund, Victory Cornerstone Equity Fund, Victory Cornerstone Moderate
Fund, Victory Cornerstone Moderately Aggressive Fund, Victory
Cornerstone Moderately Conservative Fund, Victory Emerging Markets
Fund, Victory Global Equity Income Fund, Victory Government
Securities Fund, Victory Growth and Tax Strategy Fund, Victory
International Fund, Victory New York Bond Fund, Victory Precious
Metals and Minerals Fund, Victory Sustainable World Fund, Victory
Target Managed Allocation Fund, Victory Tax Exempt Intermediate-Term
Fund, Victory Tax Exempt Long-Term Fund, Victory Tax Exempt Money
Market Fund, Victory Tax Exempt Short-Term Fund, Victory Treasury
Money Market Trust, Victory Virginia Bond Fund) (the Trust) as of
and for the year ended February 29, 2024, 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 February 29, 2024.
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.

/s/ Ernst & Young LLP
San Antonio, TX
April 26, 2024