EXEMPT ORDER INFO

VICTORY PORTFOLIOS III
Interfund Lending N-CEN Certification
Period Ending April 30, 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
07/09/2024
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 500 Index Fund, Victory
Aggressive Growth Fund, Victory Capital Growth Fund, Victory Core
Plus Intermediate Bond Fund, Victory Extended Market Index Fund,
Victory Global Managed Volatility Fund, Victory Growth & Income Fund,
Victory Growth Fund, Victory High Income Fund, Victory Income Fund,
Victory Income Stock Fund, Victory Money Market Fund, Victory Nas
daq-100 Index Fund, Victory Science & Technology Fund, Victory
Short-Term Bond Fund, Victory Small Cap Stock Fund, Victory Target
Retirement 2030 Fund, Victory Target Retirement 2040 Fund, Victory
Target Retirement 2050 Fund, Victory Target Retirement 2060 Fund,
Victory Target Retirement Income Fund, Victory Ultra Short-Term Bond
Fund, Victory Value Fund) (the Trust) as of and for the year ended
April 30, 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 requirem
ents 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 paragrap
h 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, inc
luding controls over safeguarding securities, that we consider to be
a material weakness as defined above as of April 30, 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
June 27, 2024