USAA Mutual Funds Trust - USAA 500 Index Fund NCSR Certified annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-07852

Victory Portfolios III

(Exact name of registrant as specified in charter)

15935 La Cantera Pkwy, San Antonio, Texas	78256
(Address of principal executive offices)	(Zip code)

Citi Fund Services Ohio, Inc., 4400 Easton Commons, Suite 200, Columbus, Ohio 43219

(Name and address of agent for service)

Registrant’s telephone number, including area code: 800-235-8396

Date of fiscal year end: April 30

Date of reporting period: April 30, 2023

Item 1. Reports to Stockholders.

April 30, 2023

Annual Report

Victory Target Retirement Income Fund

(Formerly USAA^® Target Retirement Income 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)

vcm.com

News, Information And Education 24 Hours A Day, 7 Days A Week

The Victory Capital website gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:

• Detailed performance records

• Daily share prices

• The latest fund news

• Investment resources to help you become a better investor

• A section dedicated to investment professionals

Whether you're a potential investor searching for the fund that matches your investment philosophy, a seasoned investor interested in planning tools, or an investment professional, vcm.com has what you seek. Visit us anytime. We're always open.

Victory Portfolios III

TABLE OF CONTENTS

Shareholder Letter (Unaudited)					2
Managers' Commentary (Unaudited)					4
Investment Overview (Unaudited)					6
Investment Objective & Portfolio Holdings (Unaudited)					11
Schedules of Portfolio Investments					16
Financial Statements
Statements of Assets and Liabilities					22
Statements of Operations					24
Statements of Changes in Net Assets					27
Financial Highlights					30
Notes to Financial Statements					35
Report of Independent Registered Public Accounting Firm					58
Supplemental Information (Unaudited)					59
Trustee and Officer Information					59
Proxy Voting and Portfolio Holdings Information					65
Expense Examples					65
Additional Federal Income Tax Information					66
Advisory Contract Approval					67
Liquidity Risk Management Program					70
Privacy Policy (inside back cover)

This report is for the information of the shareholders and others who have received a copy of the currently effective prospectus of the Fund, managed by Victory Capital Management Inc. It may be used as sales literature only when preceded or accompanied by a current prospectus, which provides further details about the Fund.

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

We generally must withhold federal income tax at a rate of 10% of the taxable portion of your distribution and, if you live in a state that requires state income tax withholding, at your state's tax rate. However, you may elect not to have withholding apply or to have income tax withheld at a higher rate. Any withholding election that you make will apply to any subsequent distribution unless and until you change or revoke the election. If you wish to make a withholding election, or change or revoke a prior withholding election, call (800) 235-8396, and form W-4P (OMB No. 1545-0074 withholding certificate for pension or annuity payments) will be electronically sent.

If you do not have a withholding election in place by the date of a distribution, federal income tax will be withheld from the taxable portion of your distribution at a rate of 10%. If you must pay estimated taxes, you may be subject to estimated tax penalties if your estimated tax payments are not sufficient and sufficient tax is not withheld from your distribution.

For more specific information, please consult your tax adviser.

• NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE

(Unaudited)

Dear Shareholder,

If you are reading this letter but double-checking your calendar, be assured there's no mistake. The annual reporting period for your Victory Mutual Fund (formerly USAA^® Mutual Fund) has shifted from a fiscal year ended December 31^st to a fiscal year ended April 30^th. This change has no impact on any of your investments and simply aims to help us improve efficiencies and reduce operational costs. Therefore, this letter covers an abbreviated "annual" period from January 1, 2023, through April 30, 2023. Future annual reports will cover the 12-month period ended April 30 going forward.

Coming off what was the most difficult year for financial markets in decades, our most recent reporting period (the first four months of 2023) has been marked by both optimism and turmoil. These shifts in sentiment seem like the new normal. Certainly, January began well enough, with equity markets bouncing back sharply after a dreadful calendar year. It appeared that investors were looking past the near-term challenges and anticipating an end to the U.S. Federal Reserve's (the "Fed") aggressive rate hikes.

This rally was short-lived, however. Sentiment soured in February as investors grappled with the possibility of a Fed-induced recession and another round of troublesome inflation data. And if that wasn't enough, we witnessed unusual turmoil within the banking sector in March, including the collapse of a few regional banks, which ultimately necessitated Fed intervention. Naturally, this ratcheted up volatility as markets sold off sharply in March, only to regain their footing and finish April on a largely calm note. It appears that the Fed has helped restore confidence in the banking sector and avoided a wider contagion—for the moment.

Thus, even though our most recent reporting period has been abbreviated, the markets still vacillated between risk-on and risk-off, which simply underscores just how challenging today's environment is for investors.

In terms of the numbers, the S&P 500^® Index, the bell-weather proxy for our domestic stock market, delivered a total return of 9.17% for our abbreviated annual reporting period, an impressive snap back from a difficult 2022. The Bloomberg U.S. Aggregate Bond Index—a proxy for the taxable, investment grade bond market and one that many investors and institutions follow closely—delivered a total return of 3.59% during the same period.

Despite the recent gains, we realize that the bouts of stomach-churning volatility can take a toll on investors' psyche. Even when markets snap back sharply, investors often wonder if they have missed an opportunity. This reminds us of two enduring realities: 1) financial markets are dynamic and apt to change abruptly; 2) it's vital to remain calm and rational whenever faced with those inevitable times of turmoil.

Fortunately, we think that investors can take comfort knowing that all our autonomous investment franchises have experience managing portfolios through a wide variety of market environments. Our investment professionals remain calm during turbulent financial markets, and we think it's imperative that investors do the same.

We still believe that a long-term plan, a well-diversified portfolio across asset classes and investment types, and a clear understanding of individual risk tolerances are the key ingredients for staying the course and progressing on investment goals. Moreover, all our investment professionals continually monitor the environment and work hard to position portfolios opportunistically no matter what the markets bring. Remember, volatility can also create opportunity.

On the following pages, you will find information relating to your Victory Mutual Fund. If you have any questions, we encourage you to contact our Investment Specialist. Call 800-235-8396, or visit our website at vcm.com.

From all of us here at Victory Capital, thank you for your ongoing confidence and for letting us help you work toward your investment goals.

James De Vries

President,
Victory Funds

Victory Target Retirement Funds

Managers' Commentary

(Unaudited)

• What were the market conditions over the reporting period?

Global equities started off 2023 logging positive returns in the month of January. Bonds also rallied at the start of the year on hopes that the U.S. Federal Reserve's (the Fed") hawkish pivot would come to an end in 2023. As the quarter progressed, stronger-than-anticipated employment reports and surprising Consumer Price Index (inflation) readings reignited fears that the Fed's restrictive monetary policy would stick around longer than expected. Stocks sold off, yields backed up, and sentiment soured. And then, seemingly out of nowhere, the situation was exacerbated by unusual turmoil in the banking sector.

A large, specialty bank that catered to venture capital-backed startups faced a bank run as investors suddenly questioned if the bank had mismanaged its risk during the rising-rate cycle and whether it had adequate liquid assets in these tighter monetary conditions. This crisis of confidence spread across the entire regional banking sector (and also to another globally significant bank), and stocks sold off sharply in early March. Fortunately, with some Fed intervention, financial markets regained their footing and the turmoil was relatively short-lived. The quarter ended on an upbeat note with stock markets rallying and less volatility in the credit markets.

The second quarter began with a significant divergence between large and small cap stocks. Regional banks continued to see significant pressure as concern over deposits remained. Bonds rallied with expectations that the Fed rate hikes were nearly complete.

• How did the Victory Target Retirement Funds (the "Funds") perform during the reporting period?

Each Fund's investment objective is to provide capital appreciation and current income consistent with its current investment allocation. Each Fund's fiscal year-end changed this year to April 30 from December 31, resulting in a shorter reporting period for fiscal year ended 2023. For the four-month reporting period ended April 30, 2023, the total return for each of the Funds is shown below, along with the return(s) of the relevant benchmark index(es):

	Victory Target Retirement Funds			S&P Target Date Indices			MSCI All Country World Index
Victory Target Retirement Income Fund		4.56	%		4.66	%		—
Victory Target Retirement 2030 Fund		5.79	%		6.27	%		—
Victory Target Retirement 2040 Fund		6.63	%		7.38	%		—
Victory Target Retirement 2050 Fund		7.04	%		7.78	%		8.85	%
Victory Target Retirement 2060 Fund		7.14	%		7.85	%		8.85	%

• What strategies did you employ during the reporting period?

The Funds performed as expected, with returns in between those of stocks and bonds. The larger gains for the longer-dated portfolios reflect the progressively higher weighting in equities as the target dates of the five funds increase.

Victory Target Retirement Funds

Managers' Commentary (continued)

The results of the Funds' underlying drivers mirrored the overall investment backdrop. The equity portfolio experienced gains across all equity regions. In aggregate, the fixed income portfolio experienced gains, with longer duration treasuries and corporate credit performing better than shorter duration fixed income.

We maintained a steady approach over the period. As always, we sought to provide broad exposure to the global financial markets, but we also overweighted (took larger relative positions) or underweighted (took smaller relative positions) in certain asset classes based on valuations and fundamentals. In this vein, we continued to tilt the portfolios toward the international markets — both developed and emerging — versus the United States. We believe this positioning is warranted from a longer-term standpoint due to what we view as more attractive valuations and greater latitude for better-than-expected economic growth outside of the United States. Our equity investments, with an emphasis on value and improving fundamentals, lagged the overall market as large cap growth stocks outperformed over the time period. The Funds' overweight to high yield contributed positively while a shorter overall duration detracted from performance. Exposure within alternatives to commodities, such as gold and gold mining equities added value to the Funds' overall performance.

We will continue to remain true to our longstanding strategy of using fundamentals and valuations to construct portfolios designed to deliver favorable results over a full market cycle.

Thank you for allowing us to assist you with your investment needs.

Victory Target Retirement Income Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended April 30, 2023

	Fund Shares
INCEPTION DATE	7/31/08
	Net Asset Value			S&P Target Date Retirement Income Index¹
One Year		1.18	%		1.52	%
Five Year		3.47	%		3.43	%
Ten Year		3.52	%		3.65	%

The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit vcm.com.

Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower.

Victory Target Retirement Income Fund — Growth of $10,000

¹The S&P Target Date Index series reflects the market consensus on asset allocations across different target date horizons. Each index represents the investment opportunity available to investors for the corresponding target date horizon, with asset class exposures driven by a survey of available target date funds. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Victory Target Retirement 2030 Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended April 30, 2023

	Fund Shares
INCEPTION DATE	7/31/08
	Net Asset Value			S&P Target Date 2030 Index¹
One Year		1.34	%		2.26	%
Five Year		4.29	%		5.55	%
Ten Year		5.32	%		6.61	%

Victory Target Retirement 2030 Fund — Growth of $10,000

The graph reflects investment growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Victory Target Retirement 2040 Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended April 30, 2023

	Fund Shares
INCEPTION DATE	7/31/08
	Net Asset Value			S&P Target Date 2040 Index¹
One Year		1.52	%		2.54	%
Five Year		4.78	%		6.54	%
Ten Year		6.02	%		7.63	%

Victory Target Retirement 2040 Fund — Growth of $10,000

The graph reflects investment growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Victory Target Retirement 2050 Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended April 30, 2023

Fund Shares

INCEPTION DATE

7/31/08

Net Asset Value

S&P Target Date 2050 Index¹

MSCI All-Country World Index²

One Year

1.53

2.72

2.06

Five Year

5.20

6.90

7.03

Ten Year

6.44

8.11

7.91

Victory Target Retirement 2050 Fund — Growth of $10,000

²The unmanaged MSCI All-Country World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Victory Target Retirement 2060 Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended April 30, 2023

Fund Shares

INCEPTION DATE

7/12/13

Net Asset Value

S&P Target Date 2060 Index¹

MSCI All-Country World Index²

One Year

1.60

2.79

2.06

Five Year

5.11

7.00

7.03

Since Inception

6.30

N/A

7.98

Victory Target Retirement 2060 Fund — Growth of $10,000

The graph reflects investment growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Victory Portfolios III
Victory Target Retirement Income Fund

April 30, 2023

(Unaudited)

Investment Objective and Portfolio Holdings:

The Fund provides capital appreciation and current income consistent with its current investment allocation.

Top 10 Holdings*:

April 30, 2023

(% of Net Assets)

Victory Government Securities Fund Institutional Shares	22.1	%
Victory Short-Term Bond Fund Institutional Shares	15.5	%
Victory Core Plus Intermediate Bond Fund Institutional Shares	6.8	%
Victory Global Managed Volatility Fund Institutional Shares	6.0	%
VictoryShares Corporate Bond ETF	6.0	%
Victory High Income Fund Institutional Shares	5.5	%
Victory Target Managed Allocation Fund	5.1	%
Victory Market Neutral Income Fund Institutional Shares	5.0	%
VictoryShares Short-Term Bond ETF	3.3	%
Victory RS International Fund Class R6	3.1	%

Asset Allocation*:

April 30, 2023

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Victory Portfolios III
Victory Target Retirement 2030 Fund

April 30, 2023

(Unaudited)

Investment Objective and Portfolio Holdings:

The Fund provides capital appreciation and current income consistent with its current investment allocation.

Top 10 Holdings*:

April 30, 2023

(% of Net Assets)

Victory Government Securities Fund Institutional Shares	15.8	%
Victory Global Managed Volatility Fund Institutional Shares	10.0	%
Victory Target Managed Allocation Fund	9.0	%
Victory 500 Index Fund Reward Shares	5.6	%
Victory Short-Term Bond Fund Institutional Shares	5.4	%
Victory Core Plus Intermediate Bond Fund Institutional Shares	5.2	%
Victory RS International Fund Class R6	4.6	%
VictoryShares International Value Momentum ETF	3.9	%
Victory High Income Fund Institutional Shares	3.9	%
VictoryShares Short-Term Bond ETF	3.5	%

Asset Allocation*:

April 30, 2023

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Victory Portfolios III
Victory Target Retirement 2040 Fund

April 30, 2023

(Unaudited)

Investment Objective and Portfolio Holdings:

The Fund provides capital appreciation and current income consistent with its current investment allocation.

Top 10 Holdings*:

April 30, 2023

(% of Net Assets)

Victory Global Managed Volatility Fund Institutional Shares	13.3	%
Victory Target Managed Allocation Fund	11.5	%
Victory 500 Index Fund Reward Shares	7.5	%
Victory Government Securities Fund Institutional Shares	7.0	%
Victory RS International Fund Class R6	6.4	%
VictoryShares International Value Momentum ETF	5.0	%
Victory Trivalent International Core Equity Fund Class R6	4.7	%
VictoryShares US Value Momentum ETF	4.5	%
VictoryShares WestEnd U.S. Sector ETF	4.0	%
Victory High Income Fund Institutional Shares	3.4	%

Asset Allocation*:

April 30, 2023

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Victory Portfolios III
Victory Target Retirement 2050 Fund

April 30, 2023

(Unaudited)

Investment Objective and Portfolio Holdings:

The Fund provides capital appreciation and current income consistent with its current investment allocation.

Top 10 Holdings*:

April 30, 2023

(% of Net Assets)

Victory Global Managed Volatility Fund Institutional Shares	14.9	%
Victory Target Managed Allocation Fund	12.9	%
Victory 500 Index Fund Reward Shares	8.6	%
Victory RS International Fund Class R6	7.0	%
VictoryShares International Value Momentum ETF	5.5	%
Victory Trivalent International Core Equity Fund Class R6	5.1	%
VictoryShares US Value Momentum ETF	5.0	%
VictoryShares WestEnd U.S. Sector ETF	4.7	%
VictoryShares Emerging Markets Value Momentum ETF	3.7	%
Victory Integrity Mid-Cap Value Fund Class R6	3.4	%

Asset Allocation*:

April 30, 2023

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Victory Portfolios III
Victory Target Retirement 2060 Fund

April 30, 2023

(Unaudited)

Investment Objective and Portfolio Holdings:

The Fund provides capital appreciation and current income consistent with its current investment allocation.

Top 10 Holdings*:

April 30, 2023

(% of Net Assets)

Victory Global Managed Volatility Fund Institutional Shares	15.2	%
Victory Target Managed Allocation Fund	13.0	%
Victory 500 Index Fund Reward Shares	8.6	%
Victory RS International Fund Class R6	7.2	%
VictoryShares International Value Momentum ETF	5.6	%
Victory Trivalent International Core Equity Fund Class R6	5.0	%
VictoryShares US Value Momentum ETF	4.9	%
VictoryShares WestEnd U.S. Sector ETF	4.8	%
VictoryShares Emerging Markets Value Momentum ETF	3.7	%
Victory Government Securities Fund Institutional Shares	3.6	%

Asset Allocation*:

April 30, 2023

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Victory Portfolios III
Victory Target Retirement Income Fund

Schedule of Portfolio Investments
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Affiliated Exchange-Traded Funds (19.8%)
VictoryShares Corporate Bond ETF		1,899,203	$	39,799
VictoryShares Emerging Markets Value Momentum ETF		256,416		10,870
VictoryShares International Value Momentum ETF		376,554		16,576
VictoryShares International Volatility Wtd ETF (a)		154,761		6,311
VictoryShares NASDAQ Next 50 ETF		149,092		3,714
VictoryShares Short-Term Bond ETF		443,598		21,847
VictoryShares US Multi-Factor Minimum Volatility ETF		141,668		5,603
VictoryShares US Small Mid Cap Value Momentum ETF		86,772		5,492
VictoryShares US Value Momentum ETF		189,914		12,047
VictoryShares WestEnd U.S. Sector ETF		334,123		9,736
Total Affiliated Exchange-Traded Funds (Cost $131,269)				131,995
Affiliated Mutual Funds (79.7%)
Victory 500 Index Fund Reward Shares		345,835		18,405
Victory Global Managed Volatility Fund Institutional Shares		4,352,911		40,308
Victory Government Securities Fund Institutional Shares		16,482,737		147,521
Victory Growth Fund Institutional Shares		271,025		7,450
Victory High Income Fund Institutional Shares		5,508,933		36,910
Victory Income Stock Fund Institutional Shares		235,136		4,094
Victory Integrity Mid-Cap Value Fund Class R6		317,024		6,981
Victory Core Plus Intermediate Bond Fund Institutional Shares		4,889,216		45,274
Victory Market Neutral Income Fund Institutional Shares		3,886,781		33,115
Victory Nasdaq-100 Index Fund Class R6		64,053		2,173
Victory Precious Metals and Minerals Fund Institutional Shares		140,247		2,711
Victory RS International Fund Class R6		1,907,663		20,908
Victory Short-Term Bond Fund Institutional Shares		11,772,295		103,243
Victory Small Cap Stock Fund Institutional Shares		712,259		8,426
Victory Sophus Emerging Markets Fund Class R6		243,826		4,423
Victory Target Managed Allocation Fund		3,846,587		34,042
Victory Trivalent International Core Equity Fund Class R6		2,076,740		15,098
Total Affiliated Mutual Funds (Cost $541,281)				531,082
Collateral for Securities Loaned (0.1%)^
Goldman Sachs Financial Square Government Fund, Institutional Shares, 4.77% (b)		112,050		112
HSBC U.S. Government Money Market Fund, Institutional Shares, 4.76% (b)		112,050		112
Invesco Government & Agency Portfolio, Institutional Shares, 4.78% (b)		112,050		112
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 4.77% (b)		112,050		112
Total Collateral for Securities Loaned (Cost $448)				448
Total Investments (Cost $672,998) — 99.6%				663,525
Other assets in excess of liabilities — 0.4%				2,863
NET ASSETS — 100.00%			$	666,388

At April 30, 2023, the foreign securities held by the underlying funds were 11.1% of net assets.

See notes to financial statements.

Victory Portfolios III
Victory Target Retirement Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

^ Purchased with cash collateral from securities on loan.

(a) All or a portion of this security is on loan.

(b) Rate disclosed is the daily yield on April 30, 2023.

ETF — Exchange-Traded Fund

See notes to financial statements.

Victory Portfolios III
Victory Target Retirement 2030 Fund

Schedule of Portfolio Investments
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Affiliated Exchange-Traded Funds (24.5%)
VictoryShares Corporate Bond ETF		1,767,524	$	37,040
VictoryShares Emerging Markets Value Momentum ETF		609,025		25,817
VictoryShares International Value Momentum ETF		1,047,996		46,133
VictoryShares International Volatility Wtd ETF		443,850		18,100
VictoryShares NASDAQ Next 50 ETF		696,279		17,344
VictoryShares Short-Term Bond ETF		834,703		41,109
VictoryShares US Multi-Factor Minimum Volatility ETF		264,132		10,447
VictoryShares US Small Mid Cap Value Momentum ETF		309,422		19,583
VictoryShares US Value Momentum ETF		621,309		39,411
VictoryShares WestEnd U.S. Sector ETF		1,154,053		33,629
Total Affiliated Exchange-Traded Funds (Cost $277,716)				288,613
Affiliated Mutual Funds (75.1%)
Victory 500 Index Fund Reward Shares		1,230,179		65,470
Victory Global Managed Volatility Fund Institutional Shares		12,666,932		117,296
Victory Government Securities Fund Institutional Shares		20,815,350		186,297
Victory Growth Fund Institutional Shares		878,075		24,138
Victory High Income Fund Institutional Shares		6,859,691		45,960
Victory Income Stock Fund Institutional Shares		846,340		14,735
Victory Integrity Mid-Cap Value Fund Class R6		1,214,125		26,735
Victory Core Plus Intermediate Bond Fund Institutional Shares		6,600,916		61,125
Victory Market Neutral Income Fund Institutional Shares		2,670,703		22,754
Victory Nasdaq-100 Index Fund Class R6		524,971		17,807
Victory Precious Metals and Minerals Fund Institutional Shares		255,335		4,936
Victory RS International Fund Class R6		4,971,320		54,486
Victory Short-Term Bond Fund Institutional Shares		7,272,211		63,777
Victory Small Cap Stock Fund Institutional Shares		1,925,695		22,781
Victory Sophus Emerging Markets Fund Class R6		515,437		9,350
Victory Target Managed Allocation Fund		11,982,361		106,044
Victory Trivalent International Core Equity Fund Class R6		5,465,250		39,732
Total Affiliated Mutual Funds (Cost $894,248)				883,423
Total Investments (Cost $1,171,964) — 99.6%				1,172,036
Other assets in excess of liabilities — 0.4%				4,120
NET ASSETS — 100.00%			$	1,176,156

At April 30, 2023, the foreign securities held by the underlying Funds were 16.5% of net assets.

ETF — Exchange-Traded Fund

See notes to financial statements.

Victory Portfolios III
Victory Target Retirement 2040 Fund

Schedule of Portfolio Investments
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Affiliated Exchange-Traded Funds (26.7%)
VictoryShares Corporate Bond ETF		873,088	$	18,296
VictoryShares Emerging Markets Value Momentum ETF		1,010,130		42,819
VictoryShares International Value Momentum ETF		1,584,198		69,736
VictoryShares International Volatility Wtd ETF		654,183		26,678
VictoryShares NASDAQ Next 50 ETF		1,164,047		28,996
VictoryShares Short-Term Bond ETF		493,169		24,289
VictoryShares US Multi-Factor Minimum Volatility ETF		428,496		16,948
VictoryShares US Small Mid Cap Value Momentum ETF		453,628		28,711
VictoryShares US Value Momentum ETF		988,999		62,734
VictoryShares WestEnd U.S. Sector ETF		1,928,537		56,197
Total Affiliated Exchange-Traded Funds (Cost $353,789)				375,404
Affiliated Mutual Funds (72.7%)
Victory 500 Index Fund Reward Shares		1,991,661		105,996
Victory Global Managed Volatility Fund Institutional Shares		20,230,373		187,333
Victory Government Securities Fund Institutional Shares		11,026,465		98,687
Victory Growth Fund Institutional Shares		1,448,235		39,812
Victory High Income Fund Institutional Shares		7,227,569		48,425
Victory Income Stock Fund Institutional Shares		1,376,417		23,964
Victory Integrity Mid-Cap Value Fund Class R6		1,942,825		42,781
Victory Core Plus Intermediate Bond Fund Institutional Shares		4,057,614		37,574
Victory Market Neutral Income Fund Institutional Shares		1,885,259		16,062
Victory Nasdaq-100 Index Fund Class R6		889,341		30,167
Victory Precious Metals and Minerals Fund Institutional Shares		283,976		5,489
Victory RS International Fund Class R6		8,169,338		89,536
Victory Short-Term Bond Fund Institutional Shares		2,844,383		24,945
Victory Small Cap Stock Fund Institutional Shares		2,759,316		32,643
Victory Sophus Emerging Markets Fund Class R6		732,649		13,290
Victory Target Managed Allocation Fund		18,322,621		162,155
Victory Trivalent International Core Equity Fund Class R6		9,014,056		65,532
Total Affiliated Mutual Funds (Cost $1,019,435)				1,024,391
Total Investments (Cost $1,373,224) — 99.4%				1,399,795
Other assets in excess of liabilities — 0.6%				8,306
NET ASSETS — 100.00%			$	1,408,101

At April 30, 2023, the foreign securities held by the underlying Funds were 21.8% of net assets.

ETF — Exchange-Traded Fund

See notes to financial statements.

Victory Portfolios III
Victory Target Retirement 2050 Fund

Schedule of Portfolio Investments
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Affiliated Exchange-Traded Funds (28.2%)
VictoryShares Corporate Bond ETF		513,750	$	10,766
VictoryShares Emerging Markets Value Momentum ETF		746,226		31,632
VictoryShares International Value Momentum ETF		1,080,063		47,544
VictoryShares International Volatility Wtd ETF		442,741		18,055
VictoryShares NASDAQ Next 50 ETF		793,323		19,762
VictoryShares US Multi-Factor Minimum Volatility ETF		310,087		12,265
VictoryShares US Small Mid Cap Value Momentum ETF		310,804		19,671
VictoryShares US Value Momentum ETF		670,166		42,510
VictoryShares WestEnd U.S. Sector ETF		1,380,725		40,234
Total Affiliated Exchange-Traded Funds (Cost $226,785)				242,439
Affiliated Mutual Funds (71.2%)
Victory 500 Index Fund Reward Shares		1,392,855		74,128
Victory Global Managed Volatility Fund Institutional Shares		13,797,766		127,767
Victory Government Securities Fund Institutional Shares		2,755,750		24,664
Victory Growth Fund Institutional Shares		940,640		25,858
Victory High Income Fund Institutional Shares		1,473,427		9,872
Victory Income Stock Fund Institutional Shares		959,248		16,701
Victory Integrity Mid-Cap Value Fund Class R6		1,317,001		29,000
Victory Core Plus Intermediate Bond Fund Institutional Shares		2,286,827		21,176
Victory Market Neutral Income Fund Institutional Shares		775,428		6,607
Victory Nasdaq-100 Index Fund Class R6		653,380		22,163
Victory Precious Metals and Minerals Fund Institutional Shares		159,541		3,084
Victory RS International Fund Class R6		5,477,318		60,031
Victory Short-Term Bond Fund Institutional Shares		94,779		831
Victory Small Cap Stock Fund Institutional Shares		1,995,827		23,611
Victory Sophus Emerging Markets Fund Class R6		611,293		11,089
Victory Target Managed Allocation Fund		12,462,948		110,297
Victory Trivalent International Core Equity Fund Class R6		5,990,852		43,553
Total Affiliated Mutual Funds (Cost $606,706)				610,432
Total Investments (Cost $833,491) — 99.4%				852,871
Other assets in excess of liabilities — 0.6%				4,719
NET ASSETS — 100.00%			$	857,590

At April 30, 2023, the foreign securities held by the underlying Funds were 24.7% of net assets.

ETF — Exchange-Traded Fund

See notes to financial statements.

Victory Portfolios III
Victory Target Retirement 2060 Fund

Schedule of Portfolio Investments
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Affiliated Exchange-Traded Funds (28.2%)
VictoryShares Corporate Bond ETF		67,206	$	1,408
VictoryShares Emerging Markets Value Momentum ETF		108,347		4,593
VictoryShares International Value Momentum ETF		160,001		7,043
VictoryShares International Volatility Wtd ETF		75,768		3,090
VictoryShares NASDAQ Next 50 ETF		112,009		2,790
VictoryShares US Multi-Factor Minimum Volatility ETF		43,625		1,726
VictoryShares US Small Mid Cap Value Momentum ETF		42,403		2,684
VictoryShares US Value Momentum ETF		96,343		6,111
VictoryShares WestEnd U.S. Sector ETF		207,979		6,060
Total Affiliated Exchange-Traded Funds (Cost $33,024)				35,505
Affiliated Mutual Funds (71.5%)
Victory 500 Index Fund Reward Shares		203,777		10,845
Victory Global Managed Volatility Fund Institutional Shares		2,061,566		19,090
Victory Government Securities Fund Institutional Shares		509,793		4,563
Victory Growth Fund Institutional Shares		145,901		4,011
Victory Income Stock Fund Institutional Shares		161,317		2,809
Victory Integrity Mid-Cap Value Fund Class R6		191,841		4,224
Victory Core Plus Intermediate Bond Fund Institutional Shares		346,143		3,204
Victory Nasdaq-100 Index Fund Class R6		103,932		3,525
Victory Precious Metals and Minerals Fund		19,828		383
Victory RS International Fund Class R6		823,895		9,030
Victory Short-Term Bond Fund Institutional Shares		119		1
Victory Small Cap Stock Fund Institutional Shares		329,790		3,902
Victory Sophus Emerging Markets Fund Class R6		88,932		1,613
Victory Target Managed Allocation Fund		1,849,926		16,372
Victory Trivalent International Core Equity Fund Class R6		873,243		6,349
Total Affiliated Mutual Funds (Cost $92,453)				89,921
Total Investments (Cost $125,477) — 99.7%				125,426
Other assets in excess of liabilities — 0.3%				365
NET ASSETS — 100.00%			$	125,791

At April 30, 2023, the foreign securities held by the underlying Funds were 25.2% of net assets.

ETF — Exchange-Traded Fund

See notes to financial statements.

Victory Portfolios III

Statements of Assets and Liabilities
April 30, 2023

(Amounts in Thousands, Except Per Share Amounts)

	Victory Target Retirement Income Fund			Victory Target Retirement 2030 Fund		Victory Target Retirement 2040 Fund
Assets:
Affiliated investments, at value (Cost $672,550, $1,171,964 and $1,373,224)	$	663,077	(a)	$	1,172,036	$	1,399,795
Unaffiliated investments, at value (Cost $448, $— and $—)		448			—		—
Cash		—			2,882		4,726
Receivables:
Interest		1			1		—
Capital shares issued		41			391		286
Investments sold		7,017			1,610		4,022
From Adviser		—			16		34
Prepaid expenses		11			19		20
Total Assets		670,595			1,176,955		1,408,883
Liabilities:
Payables:
Collateral received on loaned securities		448			—		—
To custodian		1,536			—		—
To affiliated fund		2,000			—		—
Capital shares redeemed		191			754		729
Accrued expenses and other payables:
Custodian fees		2			3		4
Compliance fees		1			1		1
Other accrued expenses		29			41		48
Total Liabilities		4,207			799		782
Net Assets:
Capital		675,517			1,158,969		1,362,247
Total accumulated earnings/(loss)		(9,129	)		17,187		45,854
Net Assets	$	666,388		$	1,176,156	$	1,408,101
Shares (unlimited number of shares authorized with no par value):		65,434			103,844		123,343
Net asset value, offering and redemption price per share: (b)	$	10.18		$	11.33	$	11.42

(a) Includes $440 thousand of securities on loan.

(b) Per share amount may not recalculate due to rounding of net assets and/or shares outstanding.

See notes to financial statements.

Victory Portfolios III

Statements of Assets and Liabilities
April 30, 2023

(Amounts in Thousands, Except Per Share Amounts)

	Victory Target Retirement 2050 Fund		Victory Target Retirement 2060 Fund
Assets:
Affiliated investments, at value (Cost $833,491 and $125,477)	$	852,871	$	125,426
Cash		4,686		346
Receivables:
Capital shares issued		214		34
Investments sold		2,011		—
From Adviser		8		15
Prepaid expenses		15		4
Total Assets		859,805		125,825
Liabilities:
Payables:
Investments purchased		2,006		—
Capital shares redeemed		170		17
Accrued expenses and other payables:
Custodian fees		3		1
Compliance fees		1		—	(a)
Other accrued expenses		35		16
Total Liabilities		2,215		34
Net Assets:
Capital		826,701		124,479
Total accumulated earnings/(loss)		30,889		1,312
Net Assets	$	857,590	$	125,791
Shares (unlimited number of shares authorized with no par value):		73,275		10,747
Net asset value, offering and redemption price per share: (b)	$	11.70	$	11.70

(a) Rounds to less than $1 thousand.

(b) Per share amount may not recalculate due to rounding of net assets and/or shares outstanding.

See notes to financial statements.

Victory Portfolios III

Statements of Operations

(Amounts in Thousands)

	Victory Target Retirement Income Fund						Victory Target Retirement 2030 Fund
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022
Investment Income:
Income distributions from affiliated funds	$	5,491		$	19,771		$	6,933		$	31,144
Interest from unaffiliated investments		14			7			26			27
Securities lending (net of fees)		4			5			2			2
Total Income		5,509			19,783			6,961			31,173
Expenses:
Sub-Administration fees		6			19			6			19
Custodian fees		4			12			7			19
Transfer agent fees		16			32			27			55
Trustees' fees		16			47			16			47
Compliance fees		2			6			4			10
Printing fees		14			23			20			36
Legal and audit fees		28			64			28			54
State registration and filing fees		10			36			13			38
Other expenses		6			29			15			40
Recoupment of prior expenses waived/reimbursed by Adviser		—			—			—			1
Total Expenses		102			268			136			319
Expenses waived/reimbursed by Adviser		—			(2	)		(21	)		—
Net Expenses		102			266			115			319
Net Investment Income (Loss)		5,407			19,517			6,846			30,854
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from sales of affiliated funds		(2,063	)		(104	)		(1,311	)		11,347
Capital gain distributions received from affiliated funds		—			4,830			—			12,807
Net change in unrealized appreciation/ depreciation on affiliated funds		26,323			(108,209	)		59,127			(240,236	)
Net realized/unrealized gains (losses) on investments		24,260			(103,483	)		57,816			(216,082	)
Change in net assets resulting from operations	$	29,667		$	(83,966	)	$	64,662		$	(185,228	)

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

See notes to financial statements.

Victory Portfolios III

Statements of Operations

(Amounts in Thousands)

	Victory Target Retirement 2040 Fund						Victory Target Retirement 2050 Fund
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022
Investment Income:
Income distributions from affiliated funds	$	5,968		$	35,493		$	2,686		$	20,756
Interest from unaffiliated investments		51			49			34			47
Securities lending (net of fees)		—	(b)		10			—	(b)		4
Total Income		6,019			35,552			2,720			20,807
Expenses:
Sub-Administration fees		6			19			6			19
Custodian fees		9			21			6			14
Transfer agent fees		32			64			19			39
Trustees' fees		16			47			16			47
Compliance fees		4			12			3			7
Printing fees		21			41			15			29
Legal and audit fees		28			54			28			53
State registration and filing fees		14			37			12			33
Other expenses		17			49			14			34
Recoupment of prior expenses waived/reimbursed by Adviser		—			—			—	(b)		—
Total Expenses		147			344			119			275
Expenses waived/reimbursed by Adviser		(56	)		(61	)		(8	)		(1	)
Net Expenses		91			283			111			274
Net Investment Income (Loss)		5,928			35,269			2,609			20,533
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from sales of affiliated funds		(941	)		11,855			(1,725	)		8,379
Capital gain distributions received from affiliated funds		—			19,193			—			12,913
Net change in unrealized appreciation/ depreciation on affiliated funds		83,183			(312,180	)		55,905			(198,859	)
Net realized/unrealized gains (losses) on investments		82,242			(281,132	)		54,180			(177,567	)
Change in net assets resulting from operations	$	88,170		$	(245,863	)	$	56,789		$	(157,034	)

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

(b) Rounds to less than $1 thousand.

See notes to financial statements.

Victory Portfolios III

Statements of Operations

(Amounts in Thousands)

	Victory Target Retirement 2060 Fund
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022
Investment Income:
Income distributions from affiliated funds	$	360		$	2,867
Interest from unaffiliated investments		6			9
Securities lending (net of fees)		—	(b)		1
Total Income		366			2,877
Expenses:
Sub-Administration fees		6			19
Custodian fees		2			5
Transfer agent fees		3			6
Trustees' fees		16			47
Compliance fees		—	(b)		1
Printing fees		6			9
Legal and audit fees		28			52
State registration and filing fees		8			23
Other expenses		—	(b)		13
Total Expenses		69			175
Expenses waived/reimbursed by Adviser		(29	)		(53	)
Net Expenses		40			122
Net Investment Income (Loss)		326			2,755
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from sales of affiliated funds		(385	)		489
Capital gain distributions received from affiliated funds		—			1,843
Net change in unrealized appreciation/depreciation on affiliated funds		8,446			(27,539	)
Net realized/unrealized gains (losses) on investments		8,061			(25,207	)
Change in net assets resulting from operations	$	8,387		$	(22,452	)

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

(b) Rounds to less than $1 thousand.

See notes to financial statements.

Victory Portfolios III

Statements of Changes in Net Assets

(Amounts in Thousands)

	Victory Target Retirement Income Fund									Victory Target Retirement 2030 Fund
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021			Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021
From Investments:
Operations:
Net Investment Income (Loss)	$	5,407		$	19,517		$	25,732		$	6,846		$	30,854		$	51,944
Net realized gains (losses)		(2,063	)		4,726			42,645			(1,311	)		24,154			94,192
Net change in unrealized appreciation/depreciation		26,323			(108,209	)		(16,329	)		59,127			(240,236	)		11,103
Change in net assets resulting from operations		29,667			(83,966	)		52,048			64,662			(185,228	)		157,239
Change in net assets resulting from distributions to shareholders		(3,617	)		(42,353	)		(52,029	)		—			(101,184	)		(100,538	)
Change in net assets resulting from capital transactions		(16,660	)		(24,319	)		(19,630	)		(23,163	)		33,547			120
Change in net assets		9,390			(150,638	)		(19,611	)		41,499			(252,865	)		56,821
Net Assets:
Beginning of period		656,998			807,636			827,247			1,134,657			1,387,522			1,330,701
End of period	$	666,388		$	656,998		$	807,636		$	1,176,156		$	1,134,657		$	1,387,522
Capital Transactions:
Proceeds from shares issued	$	15,271		$	42,001		$	82,627		$	27,062		$	81,144		$	133,480
Distributions reinvested		3,594			42,091			51,747			—			100,969			100,394
Cost of shares redeemed		(35,525	)		(108,411	)		(154,004	)		(50,225	)		(148,566	)		(233,754	)
Change in net assets resulting from capital transactions	$	(16,660	)	$	(24,319	)	$	(19,630	)	$	(23,163	)	$	33,547		$	120
Share Transactions:
Issued		1,516			3,901			6,852			2,434			6,606			9,600
Reinvested		361			4,192			4,396			—			9,250			7,376
Redeemed		(3,531	)		(10,144	)		(12,778	)		(4,513	)		(12,204	)		(16,842	)
Change in Shares		(1,654	)		(2,051	)		(1,530	)		(2,079	)		3,652			134

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

See notes to financial statements.

Victory Portfolios III

Statements of Changes in Net Assets

(Amounts in Thousands)

	Victory Target Retirement 2040 Fund										Victory Target Retirement 2050 Fund
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021				Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021
From Investments:
Operations:
Net Investment Income (Loss)	$	5,928		$	35,269		$	67,012			$	2,609		$	20,533		$	41,965
Net realized gains (losses)		(941	)		31,048			120,413				(1,725	)		21,292			78,287
Net change in unrealized appreciation/depreciation		83,183			(312,180	)		46,214				55,905			(198,859	)		33,126
Change in net assets resulting from operations		88,170			(245,863	)		233,639				56,789			(157,034	)		153,378
Change in net assets resulting from distributions to shareholders		—			(132,290	)		(120,954	)			—			(84,813	)		(75,540	)
Change in net assets resulting from capital transactions		(17,348	)		71,180			247				(8,137	)		64,708			14,305
Change in net assets		70,822			(306,973	)		112,932				48,652			(177,139	)		92,143
Net Assets:
Beginning of period		1,337,279			1,644,252			1,531,320				808,938			986,077			893,934
End of period	$	1,408,101		$	1,337,279		$	1,644,252			$	857,590		$	808,938		$	986,077
Capital Transactions:
Proceeds from shares issued	$	37,464		$	102,220		$	163,473			$	25,809		$	76,507		$	117,938
Distributions reinvested		—			132,158			120,782				—			84,765			75,478
Cost of shares redeemed		(54,812	)		(163,198	)		(284,008	)	��		(33,946	)		(96,564	)		(179,111	)
Change in net assets resulting from capital transactions	$	(17,348	)	$	71,180		$	247			$	(8,137	)	$	64,708		$	14,305
Share Transactions:
Issued		3,351			8,216			11,582				2,257			5,943			8,090
Reinvested		—			12,143			8,638				—			7,639			5,206
Redeemed		(4,904	)		(13,106	)		(20,168	)			(2,968	)		(7,538	)		(12,331	)
Change in Shares		(1,553	)		7,253			52				(711	)		6,044			965

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

See notes to financial statements.

Victory Portfolios III

Statements of Changes in Net Assets

(Amounts in Thousands)

	Victory Target Retirement 2060 Fund
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021
From Investments:
Operations:
Net Investment Income (Loss)	$	326		$	2,755		$	5,766
Net realized gains (losses)		(385	)		2,332			10,443
Net change in unrealized appreciation/depreciation		8,446			(27,539	)		4,736
Change in net assets resulting from operations		8,387			(22,452	)		20,945
Change in net assets resulting from distributions to shareholders		—			(11,801	)		(9,243	)
Change in net assets resulting from capital transactions		706			12,901			5,341
Change in net assets		9,093			(21,352	)		17,043
Net Assets:
Beginning of period		116,698			138,050			121,007
End of period	$	125,791		$	116,698		$	138,050
Capital Transactions:
Proceeds from shares issued	$	6,463		$	16,023		$	22,008
Distributions reinvested		—			11,782			9,235
Cost of shares redeemed		(5,757	)		(14,904	)		(25,902	)
Change in net assets resulting from capital transactions	$	706		$	12,901		$	5,341
Share Transactions:
Issued		567			1,246			1,531
Reinvested		—			1,064			640
Redeemed		(503	)		(1,173	)		(1,814	)
Change in Shares		64			1,137			357

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

See notes to financial statements.

Victory Portfolios III

Financial Highlights

For a Share Outstanding Throughout Each Period

	Victory Target Retirement Income Fund
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Net Asset Value, Beginning of Period	$	9.79		$	11.68		$	11.71		$	11.22		$	10.69		$	11.69
Investment Activities:
Net investment income (loss)		0.08	(b)		0.29	(b)		0.38	(b)		0.38	(b)		0.31	(b)		0.29
Net realized and unrealized gains (losses)		0.37			(1.53	)		0.37			0.58			0.93			(0.64	)
Total from Investment Activities		0.45			(1.24	)		0.75			0.96			1.24			(0.35	)
Distributions to Shareholders from:
Net investment income		(0.06	)		(0.29	)		(0.38	)		(0.30	)		(0.31	)		(0.29	)
Net realized gains		—			(0.36	)		(0.40	)		(0.17	)		(0.40	)		(0.36	)
Total Distributions		(0.06	)		(0.65	)		(0.78	)		(0.47	)		(0.71	)		(0.65	)
Net Asset Value, End of Period	$	10.18		$	9.79		$	11.68		$	11.71		$	11.22		$	10.69
Total Return (c) (d)		4.56	%		(10.64	)%		6.48	%		8.73	%		11.72	%		(3.01	)%
Ratios to Average Net Assets:
Net Expenses (e) (f) (g)		0.05	%		0.04	%		0.03	%		0.06	%		0.07	%		0.07	%
Net Investment Income (Loss) (e)		2.46	%		2.75	%		3.13	%		3.40	%		2.75	%		2.53	%
Gross Expenses (e) (f)		0.05	%		0.04	%		0.03	%		0.06	%		0.07	%		0.07	%
Supplemental Data:
Net Assets at end of period (000's)	$	666,388		$	656,998		$	807,636		$	827,247		$	337,633		$	318,796
Portfolio Turnover (c)		2	%		13	%		16	%		15	%(h)		16	%		29	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(d) Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles and could differ from the reported return.

(e) Annualized for periods less than one year.

(f) Does not include acquired fund fees and expenses, if any.

(g) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through August 31, 2024, instead of coinciding with the Fund's fiscal year end.

(h) For the year ended December 31, 2020, the portfolio turnover calculation excludes the value of securities purchased of $78,972, and sold of $170,937 thousand, respectively, in connection with the Fund's acquisition of USAA^® Target Retirement 2020 Fund.

See notes to financial statements.

Victory Portfolios III

Financial Highlights

For a Share Outstanding Throughout Each Period

	Victory Target Retirement 2030 Fund
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Net Asset Value, Beginning of Period	$	10.71		$	13.57		$	13.03		$	12.47		$	11.87		$	13.84
Investment Activities:
Net investment income (loss)		0.07	(b)		0.31	(b)		0.53	(b)		0.29	(b)		0.33	(b)		0.30
Net realized and unrealized gains (losses)		0.55			(2.15	)		1.05			0.86			1.70			(1.25	)
Total from Investment Activities		0.62			(1.84	)		1.58			1.15			2.03			(0.95	)
Distributions to Shareholders from:
Net investment income		—			(0.29	)		(0.59	)		(0.25	)		(0.31	)		(0.30	)
Net realized gains		—			(0.73	)		(0.45	)		(0.34	)		(1.12	)		(0.72	)
Total Distributions		—			(1.02	)		(1.04	)		(0.59	)		(1.43	)		(1.02	)
Net Asset Value, End of Period	$	11.33		$	10.71		$	13.57		$	13.03		$	12.47		$	11.87
Total Return (c) (d)		5.79	%		(13.53	)%		12.24	%		9.25	%		17.13	%		(6.99	)%
Ratios to Average Net Assets:
Net Expenses (e) (f) (g)		0.03	%		0.03	%		0.02	%		0.02	%		0.03	%		0.03	%
Net Investment Income (Loss) (e)		1.78	%		2.55	%		3.79	%		2.41	%		2.53	%		2.25	%
Gross Expenses (e) (f)		0.04	%		0.03	%		0.02	%		0.02	%		0.03	%		0.03	%
Supplemental Data:
Net Assets at end of period (000's)	$	1,176,156		$	1,134,657		$	1,387,522		$	1,330,701		$	1,368,343		$	1,183,564
Portfolio Turnover (c)		2	%		13	%		18	%		19	%		24	%		36	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(e) Annualized for periods less than one year.

(f) Does not include acquired fund fees and expenses, if any.

See notes to financial statements.

Victory Portfolios III

Financial Highlights

For a Share Outstanding Throughout Each Period

	Victory Target Retirement 2040 Fund
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Net Asset Value, Beginning of Period	$	10.71		$	13.98		$	13.02		$	12.58		$	11.87		$	14.25
Investment Activities:
Net investment income (loss)		0.05	(b)		0.31	(b)		0.60	(b)		0.28	(b)		0.32	(b)		0.27
Net realized and unrealized gains (losses)		0.66			(2.43	)		1.45			0.88			1.99			(1.46	)
Total from Investment Activities		0.71			(2.12	)		2.05			1.16			2.31			(1.19	)
Distributions to Shareholders from:
Net investment income		—			(0.29	)		(0.67	)		(0.22	)		(0.29	)		(0.28	)
Net realized gains		—			(0.86	)		(0.42	)		(0.50	)		(1.31	)		(0.91	)
Total Distributions		—			(1.15	)		(1.09	)		(0.72	)		(1.60	)		(1.19	)
Net Asset Value, End of Period	$	11.42		$	10.71		$	13.98		$	13.02		$	12.58		$	11.87
Total Return (c) (d)		6.63	%		(15.15	)%		15.88	%		9.22	%		19.57	%		(8.53	)%
Ratios to Average Net Assets:
Net Expenses (e) (f) (g)		0.02	%		0.02	%		0.02	%		0.02	%		0.02	%		0.02	%
Net Investment Income (Loss) (e)		1.30	%		2.49	%		4.18	%		2.30	%		2.41	%		2.08	%
Gross Expenses (e) (f)		0.03	%		0.02	%		0.02	%		0.02	%		0.02	%		0.02	%
Supplemental Data:
Net Assets at end of period (000's)	$	1,408,101		$	1,337,279		$	1,644,252		$	1,531,320		$	1,551,552		$	1,310,328
Portfolio Turnover (c)		2	%		14	%		16	%		20	%		29	%		35	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(e) Annualized for periods less than one year.

(f) Does not include acquired fund fees and expenses, if any.

See notes to financial statements.

Victory Portfolios III

Financial Highlights

For a Share Outstanding Throughout Each Period

	Victory Target Retirement 2050 Fund
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Net Asset Value, Beginning of Period	$	10.93		$	14.51		$	13.35		$	12.84		$	11.95		$	14.45
Investment Activities:
Net investment income (loss)		0.04	(b)		0.30	(b)		0.65	(b)		0.28	(b)		0.31	(b)		0.26
Net realized and unrealized gains (losses)		0.73			(2.63	)		1.69			1.07			2.09			(1.54	)
Total from Investment Activities		0.77			(2.33	)		2.34			1.35			2.40			(1.28	)
Distributions to Shareholders from:
Net investment income		—			(0.28	)		(0.69	)		(0.24	)		(0.28	)		(0.26	)
Net realized gains		—			(0.97	)		(0.49	)		(0.60	)		(1.23	)		(0.96	)
Total Distributions		—			(1.25	)		(1.18	)		(0.84	)		(1.51	)		(1.22	)
Net Asset Value, End of Period	$	11.70		$	10.93		$	14.51		$	13.35		$	12.84		$	11.95
Total Return (c) (d)		7.04	%		(16.00	)%		17.71	%		10.52	%		20.16	%		(9.02	)%
Ratios to Average Net Assets:
Net Expenses (e) (f) (g)		0.04	%		0.03	%		0.03	%		0.03	%		0.04	%		0.04	%
Net Investment Income (Loss) (e)		0.94	%		2.41	%		4.43	%		2.26	%		2.32	%		1.96	%
Gross Expenses (e) (f)		0.04	%		0.03	%		0.03	%		0.03	%		0.04	%		0.04	%
Supplemental Data:
Net Assets at end of period (000's)	$	857,590		$	808,938		$	986,077		$	893,934		$	893,030		$	741,449
Portfolio Turnover (c)		3	%		13	%		17	%		21	%		30	%		36	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(e) Annualized for periods less than one year.

(f) Does not include acquired fund fees and expenses, if any.

See notes to financial statements.

Victory Portfolios III

Financial Highlights

For a Share Outstanding Throughout Each Period

	Victory Target Retirement 2060 Fund
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Net Asset Value, Beginning of Period	$	10.92		$	14.46		$	13.17		$	12.53		$	11.05		$	12.74
Investment Activities:
Net investment income (loss)		0.03	(b)		0.29	(b)		0.64	(b)		0.26	(b)		0.28	(b)		0.23
Net realized and unrealized gains (losses)		0.75			(2.63	)		1.67			1.01			1.94			(1.39	)
Total from Investment Activities		0.78			(2.34	)		2.31			1.27			2.22			(1.16	)
Distributions to Shareholders from:
Net investment income		—			(0.26	)		(0.69	)		(0.20	)		(0.27	)		(0.23	)
Net realized gains		—			(0.94	)		(0.33	)		(0.43	)		(0.47	)		(0.30	)
Total Distributions		—			(1.20	)		(1.02	)		(0.63	)		(0.74	)		(0.53	)
Net Asset Value, End of Period	$	11.70		$	10.92		$	14.46		$	13.17		$	12.53		$	11.05
Total Return (c) (d)		7.14	%		(16.12	)%		17.69	%		10.17	%		20.09	%		(9.18	)%
Ratios to Average Net Assets:
Net Expenses (e) (f) (g)		0.10	%		0.10	%		0.10	%		0.10	%		0.10	%		0.10	%
Net Investment Income (Loss) (e)		0.81	%		2.27	%		4.41	%		2.17	%		2.30	%		2.00	%
Gross Expenses (e) (f)		0.17	%		0.14	%		0.13	%		0.16	%		0.22	%		0.23	%
Supplemental Data:
Net Assets at end of period (000's)	$	125,791		$	116,698		$	138,050		$	121,007		$	116,493		$	87,403
Portfolio Turnover (c)		2	%		9	%		18	%		28	%		29	%		36	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(e) Annualized for periods less than one year.

(f) Does not include acquired fund fees and expenses, if any.

See notes to financial statements.

Victory Portfolios III

Notes to Financial Statements
April 30, 2023

1. Organization:

Victory Portfolios III (formerly USAA^® Mutual Funds Trust) (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 45 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with no par value.

The accompanying financial statements are those of the following five Funds (collectively, the "Funds" and individually, a "Fund"). Each Fund is classified as diversified under the 1940 Act.

Funds (Legal Name)	Formerly	Funds (Short Name)
Victory Target Retirement Income Fund	USAA Target Retirement Income Fund	Target Income Fund
Victory Target Retirement 2030 Fund	USAA Target Retirement 2030 Fund	Target 2030 Fund
Victory Target Retirement 2040 Fund	USAA Target Retirement 2040 Fund	Target 2040 Fund
Victory Target Retirement 2050 Fund	USAA Target Retirement 2050 Fund	Target 2050 Fund
Victory Target Retirement 2060 Fund	USAA Target Retirement 2060 Fund	Target 2060 Fund

Each Fund is a "fund of funds" in that it invests in a selection of affiliated mutual funds and exchange-traded funds managed by the Funds' Adviser, Victory Capital Management Inc. ("VCM" or the "Adviser"), an affiliate of the Funds. The Adviser is an indirect wholly owned subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly owned direct subsidiary of Victory Capital Operating, LLC.

Each Fund may rely on various exemptions contained in the 1940 Act and in exemptive rules or orders thereunder issued by the Securities and Exchange Commission ("SEC") that permit funds, subject to certain conditions, to invest in one or more Exchange-Traded Funds ("ETFs") and certain other types of investment companies in amounts that exceed limits set forth in the 1940 Act that would otherwise be applicable.

On June 29, 2022, the Board of Trustees (the "Board") approved the fiscal year-end change for the Funds from December 31 to April 30. The first full cycle of the new fiscal year-end reporting will begin May 1, 2023. As a result of the change, the Funds have an April 30, 2023, fiscal four-month transition period, the results of which are reported in this Annual Report for the period ended April 30, 2023.

Under the Trust's organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Funds enter into contracts with their vendors and others that provide for general indemnifications. A Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund. However, based on experience, the Funds expect that risk of loss to be remote.

2. Significant Accounting Policies:

The following is a summary of significant accounting policies followed by the Funds in the preparation of its financial statements. The policies are in conformity with U.S. Generally Accepted Accounting Principles ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Funds follow the specialized accounting and reporting requirements under GAAP that are applicable to investment companies under Accounting Standards Codification Topic 946.

Investment Valuation:

The Funds record investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Funds' investments are summarized in the three broad levels listed below:

• Level 1 — quoted prices (unadjusted) in active markets for identical securities

• Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, or credit spreads, applicable to those securities, etc.)

• Level 3 — significant unobservable inputs (including the Adviser's assumptions in determining the fair value of investments)

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The inputs or methodologies used for valuation techniques are not necessarily an indication of the risks associated with entering into those investments.

The Adviser, appointed as the valuation designee by the Trust's Board of Trustees' (the "Board"), has established the Pricing and Liquidity Committee (the "Committee"), and subject to Board oversight, the Committee administers and oversees the Funds' valuation policies and procedures, which are approved by the Board.

Portfolio securities listed or traded on securities exchanges, including ETFs, are valued at the closing price on the exchange or system where the security is principally traded, if available, or at the Nasdaq Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.

Investments in the underlying affiliated funds and other open-end investment companies, other than ETFs, are valued at their net asset value ("NAV") at the end of each business day and are typically categorized as Level 1 in the fair value hierarchy.

The underlying affiliated funds have specific valuation procedures. In the event that price quotations or valuations are not readily available, are not reflective of market value, or a significant event has been recognized in relation to a security or class of securities, the securities are valued in good faith by the Committee in accordance with valuation procedures approved by the Board. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded, and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause a Fund's NAV to be more reliable than it otherwise would be.

A summary of the valuations as of April 30, 2023, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedules of Portfolio Investments (amounts in thousands):

	Level 1		Level 2		Level 3		Total
Target Income Fund
Affiliated Exchange-Traded Funds	$	131,995	$	—	$	—	$	131,995
Affiliated Mutual Funds		531,082		—		—		531,082
Collateral for Securities Loaned		448		—		—		448
Total	$	663,525	$	—	$	—	$	663,525
Target 2030 Fund
Affiliated Exchange-Traded Funds	$	288,613	$	—	$	—	$	288,613
Affiliated Mutual Funds		883,423		—		—		883,423
Total	$	1,172,036	$	—	$	—	$	1,172,036

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

	Level 1		Level 2		Level 3		Total
Target 2040 Fund
Affiliated Exchange-Traded Funds	$	375,404	$	—	$	—	$	375,404
Affiliated Mutual Funds		1,024,391		—		—		1,024,391
Total	$	1,399,795	$	—	$	—	$	1,399,795
Target 2050 Fund
Affiliated Exchange-Traded Funds	$	242,439	$	—	$	—	$	242,439
Affiliated Mutual Funds		610,432		—		—		610,432
Total	$	852,871	$	—	$	—	$	852,871
Target 2060 Fund
Affiliated Exchange-Traded Funds	$	35,505	$	—	$	—	$	35,505
Affiliated Mutual Funds		89,921		—		—		89,921
Total	$	125,426	$	—	$	—	$	125,426

As of April 30, 2023, there were no transfers into/out of Level 3.

Investment Companies:

Exchange-Traded Funds:

The Funds may invest in ETFs, the shares of which are bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities often designed to track the performance and dividend yield of a particular domestic or foreign market index. The Funds may purchase shares of an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, although the lack of liquidity of an ETF could result in it being more volatile. Additionally, ETFs have fees and expenses that reduce their value.

Open-End Funds:

The Funds may invest in portfolios of open-end investment companies. These investment companies value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value by the methods established by the board of directors of the underlying funds.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date or the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis.

Securities Lending:

The Funds, through a Securities Lending Agreement with Citibank, N.A. ("Citibank"), may lend their securities to qualified financial institutions, such as certain broker-dealers and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially secure their loans for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are generally cured the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities and other securities as permitted by SEC guidelines. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted on the Funds' Schedules of Portfolio Investments. The Funds effectively do not

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

have control of the non-cash collateral and therefore it is not disclosed on the Funds' Schedules of Portfolio Investments. Collateral requirements are determined daily based on the value of the Funds' securities on loan as of the end of the prior business day. During the time portfolio securities are on loan, the borrower will pay the Funds any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Funds also earn a return from the collateral. The Funds pay Citibank various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statements of Operations. Loans are terminable upon demand and the borrower must return the loaned securities within the lesser of one standard settlement period or five business days. Although risk is mitigated by the collateral, a Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower.

The Funds' agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Funds may not be sold or repledged, except to satisfy borrower default.

The following table is a summary of the Funds' securities lending transactions as of April 30, 2023 (amounts in thousands).

				Value of Securities on Loan				Non-Cash Collateral				Cash Collateral
Target Income Fund				$	440			$	—			$	448

Federal Income Taxes:

Each Fund intends to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Funds had a tax year end of December 31, and effective April 30, 2023, the Funds changed their tax year end to April 30.

For the four months ended April 30, 2023, the Funds did not incur any income tax, interest, or penalties, and have recorded no liability for net unrecognized tax benefits relating to uncertain tax positions.

Management of the Funds has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax years, which includes the current fiscal tax year end). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Allocations:

Expenses directly attributable to a Fund are charged to that Fund, while expenses that are attributable to more than one fund in the Trust, or jointly with an affiliated trust, are allocated among the respective funds in the Trust and/or an affiliated trust based upon net assets or another appropriate basis.

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the four months ended April 30, 2023, were as follows for the Funds (amounts in thousands):

	Excluding U.S. Government Securities
	Purchases		Sales
Target Income Fund	$	15,364	$	30,124
Target 2030 Fund		23,830		38,932
Target 2040 Fund		30,410		40,909
Target 2050 Fund		27,730		29,363
Target 2060 Fund		4,140		2,677

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Funds by the Adviser, which is a New York corporation registered as an investment adviser with the SEC. The Adviser does not receive any fees from the Funds for these services.

Administration and Servicing Fees:

VCM also serves as the Funds' administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM does not receive any fees from the Funds for these services.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Funds pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Funds reimburse VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Funds. Amounts incurred for the four months ended April 30, 2023, and year ended December 31, 2022, are reflected on the Statements of Operations as Sub-Administration fees.

The Funds (as part of the Trust) have entered into an agreement with the Adviser to provide compliance services, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration, and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. The funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the four months ended April 30, 2023, are reflected on the Statements of Operations as Compliance fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser, provides transfer agency services to the Funds. VCTA does not receive any fees from the Funds for these services.

FIS Investor Services LLC serves as sub-transfer agent and dividend disbursing agent for the Funds pursuant to a Sub-Transfer Agent Agreement between VCTA and FIS Investor Services LLC. VCTA provides FIS Investor Services LLC a fee for providing these services.

Distributor/Underwriting Services:

Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as Distributor for the continuous offering of the shares of the Funds pursuant to a Distribution Agreement between the Distributor and the Trust, and receives no fee or other compensation for these services.

Other Fees:

Citibank serves as the Funds' custodian. Funds pay Citibank a fee for providing these services. Amounts incurred for the four months ended April 30, 2023, and the year ended December 31, 2022, are reflected on the Statements of Operations as Custodian fees.

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Funds. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred in any fiscal year exceed the expense limits for the Funds. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Funds' business are excluded from

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

the expense limits. As of April 30, 2023, the expense limits (excluding voluntary waivers) were as follows:

	In Effect Until August 31, 2024
Target Income Fund		0.07	%
Target 2030 Fund		0.03	%
Target 2040 Fund		0.02	%
Target 2050 Fund		0.04	%
Target 2060 Fund		0.10	%

Under the terms of the expense limitation agreement, the Adviser has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period of up to three years (thirty six (36) months) after the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount.

As of April 30, 2023, the following amounts are available to be repaid to the Adviser (amounts in thousands). The Funds have not recorded any amounts available to be repaid as a liability due to an assessment that such repayments are not probable at April 30, 2023.

	Expires 2023		Expires 2024		Expires 2025		Expires 2026		Total
Target 2030 Fund	$	—	$	—	$	—	$	21	$	21
Target 2040 Fund		—		—		61		56		117
Target 2050 Fund		—		—		—		8		8
Target 2060 Fund		35		43		53		29		160

As of December 31, 2022, the following amounts were available to be repaid to the Adviser (amounts in thousands).

	Expires 2023		Expires 2024		Expires 2025		Total
Target 2040 Fund	$	—	$	—	$	61	$	61
Target 2060 Fund		69		43		53		165

The Adviser may voluntarily waive or reimburse additional fees to assist the Funds in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Funds are not available to be recouped at a future time. For the four months ended April 30, 2023, there were no voluntary waivers or reimbursements. For the year ended December 31, 2022, the Adviser voluntarily waived fees of $2 thousand, $1 thousand, and less than $1 thousand for the Target Income Fund, Target 2050 Fund, and Target 2060 Fund, respectively.

Certain officers and/or interested trustees of the Funds are also officers and/or employees of the Adviser, administrator, fund accountant, sub-administrator, sub-fund accountant, custodian, and Distributor.

5. Risks:

The Funds may be subject to other risks in addition to these identified risks.

Affiliated Funds Risk — The risks of the Funds directly correspond to the risks of the underlying affiliated funds in which the Funds invest. By investing in the underlying affiliated funds, the Funds have exposure to the risk of many different areas of the market. The degree to which the risks described below apply to the Funds varies according to each Fund's asset allocation. For instance, the more a Fund is allocated to stock funds, the greater the risk associated with equity securities. The Funds also are subject to asset allocation risk (i.e., the risk that allocations will not produce the intended results) and to management risk (i.e., the risk that the selection of underlying affiliated funds will not produce the intended results).

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

High-Yield/Junk Bond Risk — The Funds may invest in underlying affiliated funds that invest in fixed income securities that are rated below investment grade. Fixed-income securities rated below investment grade, also known as "junk" or high-yield bonds, generally entail greater economic, credit, and liquidity risk than investment-grade securities. Their prices may be more volatile, especially during economic downturns, financial setbacks, or liquidity events. High-yield securities also can involve a substantially greater risk of default than higher quality debt securities, and their values can decline significantly over short and longer periods of time.

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, terrorism, trade disputes, inflation rates, interest rate levels and other fiscal and monetary policy changes, cybersecurity incidents, pandemics and other public health crises, sanctions against a particular foreign country, its nationals, businesses or industries and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods or other catastrophes, may add to instability in global economies and markets generally, and may lead to increased market volatility. Global economies and financial markets are highly interconnected, which increases the possibility that conditions in one country or region might adversely affect issuers in another country or region. The impact of these and other factors may be short-term or may last for extended periods.

Equity Risk — The Funds may invest in underlying affiliated funds that invest in equity securities. The value of the equity securities in which the Funds invest may decline in response to developments affecting individual companies and/or general economic conditions. A company's earnings or dividends may not increase as expected due to poor management decisions, competitive pressures, breakthroughs in technology, reliance on suppliers, labor problems or shortages, corporate restructurings, fraudulent disclosures, natural disasters, military confrontations, war, terrorism, public health crises, or other events, conditions, and factors. Price changes may be temporary or last for extended periods.

Debt Securities Risk — The Funds may invest in underlying affiliated funds that invest in debt securities or other income-producing securities. The value of a debt security or other income-producing security changes in response to various factors, including, for example, market-related factors (such as changes in interest rates or changes in the risk appetite of investors generally) and changes in the actual or perceived ability of the issuer (or of issuers generally) to meet its (or their) obligations.

6. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the four months ended April 30, 2023, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from January 1, 2022, through June 27, 2022, interest was based on the one-month London Interbank Offered Rate ("LIBOR") plus one percent. For the period June 28, 2022, through April 30, 2023, interest was based on the one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent. The Funds did not experience a material financial impact transitioning from LIBOR to SOFR. Effective with the next amendment on June 27, 2023, the annual commitment fee of 0.15% will remain unchanged. Interest charged to each Fund during the period, if applicable, is reflected on the Statements of Operations under Line of credit fees.

The Funds had no borrowings under the Line of Credit agreement during the four months ended April 30, 2023, and the year ended December 31, 2022.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Interfund Lending:

The Trust and the Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows each Fund to directly lend and borrow money to or from any other fund in the Victory Funds Complex that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to each Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending fees. As a Lender, interest earned by each Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending.

The Funds did not utilize or participate in the Facility during the four months ended April 30, 2023, and the year ended December 31, 2022.

7. Federal Income Tax Information:

Dividends from net investment income, if any, are declared and paid as noted in the table below. Distributable net realized gains, if any, are declared and distributed at least annually from each Fund.

	Declared	Paid
Target Income Fund	Quarterly	Quarterly
Target 2030 Fund	Annually	Annually
Target 2040 Fund	Annually	Annually
Target 2050 Fund	Annually	Annually
Target 2060 Fund	Annually	Annually

The amounts of dividends from net investment income and distributions from net realized gains (collectively, distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Funds may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

As of April 30, 2023, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.

The tax character of distributions paid during the tax years ended, as noted below, were as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid) (amounts in thousands):

	Four Months Ended April 30, 2023
	Distributions Paid From:
	Ordinary Income		Total Distributions Paid
Target Income Fund	$	3,617	$	3,617

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

	Year Ended December 31, 2022						Year Ended December 31, 2021
	Distributions Paid From						Distributions Paid From
	Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid		Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid
Target Income Fund	$	19,510	$	22,843	$	42,353	$	26,171	$	25,858	$	52,029
Target 2030 Fund		30,908		70,276		101,184		58,650		41,888		100,538
Target 2040 Fund		35,204		97,086		132,290		75,571		45,383		120,954
Target 2050 Fund		20,383		64,430		84,813		45,588		29,952		75,540
Target 2060 Fund		2,802		8,999		11,801		6,415		2,828		9,243

As of April 30, 2023, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

	Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Accumulated Earnings		Accumulated Capital and Other Losses			Unrealized Appreciation (Depreciation)*			Total Accumulated Earnings (Loss)
Target Income Fund	$	1,938	$	4,710	$	6,648	$	(1,960	)	$	(13,817	)	$	(9,129	)
Target 2030 Fund		7,032		14,285		21,317		(1,374	)		(2,756	)		17,187
Target 2040 Fund		6,155		17,010		23,165		(723	)		23,412			45,854
Target 2050 Fund		2,759		12,569		15,328		(1,503	)		17,064			30,889
Target 2060 Fund		349		1,597		1,946		(385	)		(249	)		1,312

* The difference between the book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to tax deferral of losses on wash sales.

As of April 30, 2023, the Funds had net capital loss carryforwards as shown in the table below (amounts in thousands). It is unlikely that the Board will authorize a distribution of capital gains realized in the future until the capital loss carryforwards have been used.

	Short-Term Amount		Long-Term Amount		Total
Target Income Fund	$	—	$	1,960	$	1,960
Target 2030 Fund		—		1,374		1,374
Target 2040 Fund		4		719		723
Target 2050 Fund		—		1,503		1,503
Target 2060 Fund		7		378		385

As of April 30, 2023, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

	Cost of Investments for Federal Tax Purposes		Net Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
Target Income Fund	$	677,342	$	22,196	$	(36,013	)	$	(13,817	)
Target 2030 Fund		1,174,792		59,204		(61,960	)		(2,756	)
Target 2040 Fund		1,376,383		85,695		(62,283	)		23,412
Target 2050 Fund		835,807		55,848		(38,784	)		17,064
Target 2060 Fund		125,675		6,491		(6,740	)		(249	)

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

8. Affiliated Securities:

An affiliated security is a security in which the Fund has ownership of at least 5% of the security's outstanding voting shares, an investment company managed by VCM, or an issuer under common control with a Fund or VCM. The Fund does not invest in affiliated securities for the purpose of exercising management or control. These securities are noted as affiliated on the Fund's Schedule of Portfolio Investments. The financial statements of the underlying funds can be found in shareholder reports filed with the SEC by each such underlying fund semi-annually on Form N-CSR and are available for download from both the SEC's as well as each respective underlying fund's website. Transactions in affiliated securities during the four months ended April 30, 2023, were as follows (amounts in thousands):

	Fair Value 12/31/2022		Purchases at Cost		Proceeds from Sales			Net Realized Gains (Losses)			Capital Gain Distributions		Net Change in Unrealized Appreciation/ Depreciation		Fair Value 4/30/2023		Dividend Income
Target Income Fund
Victory 500 Index Fund Reward Shares*	$	16,851	$	56	$	—		$	—		$	—	$	1,498	$	18,405	$	56
Victory NASDAQ-100 Index Fund Class R6*		937		1,001		—			—			—		235		2,173		—
Victory Global Managed Volatility Fund Institutional Shares*		39,051		—		(1,980	)		(420	)		—		3,657		40,308		—
Victory Government Securities Fund Institutional Shares*		151,983		1,425		(9,009	)		(920	)		—		4,042		147,521		1,425
Victory Growth Fund Institutional Shares*		7,092		—		(1,026	)		368			—		1,016		7,450		—
Victory High Income Fund Institutional Shares*		34,487		1,842		—			—			—		581		36,910		842
Victory Income Stock Fund Institutional Shares*		4,056		23		—			—			—		15		4,094		23
Victory Core Plus Intermediate Bond Fund Institutional Shares*		35,597		8,507		—			—			—		1,170		45,274		508
Victory Precious Metals and Minerals Fund Institutional Shares*		2,336		—		—			—			—		375		2,711		1
Victory Short-Term Bond Fund Institutional Shares*		108,827		1,187		(7,501	)		(408	)		—		1,138		103,243		1,186
Victory Small Cap Stock Fund Institutional Shares*		8,234		—		—			—			—		192		8,426		—
Victory Target Managed Allocation Fund*		32,504		—		—			—			—		1,538		34,042		—
Victory Integrity Mid-Cap Value Fund Class R6		6,810		—		—			—			—		171		6,981		—
Victory Market Neutral Income Fund Class I		32,000		422		—			—			—		693		33,115		422
Victory RS International Fund Class R6		22,323		—		(3,703	)		127			—		2,161		20,908		—
Victory Sophus Emerging Markets Fund Class R6		4,242		—		—			—			—		181		4,423		—

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

	Fair Value 12/31/2022		Purchases at Cost		Proceeds from Sales			Net Realized Gains (Losses)			Capital Gain Distributions		Net Change in Unrealized Appreciation/ Depreciation		Fair Value 4/30/2023		Dividend Income
Victory Trivalent International Fund — Core Equity Class R6	$	15,436	$	—	$	(1,808	)	$	(279	)	$	—	$	1,749	$	15,098	$	—
VictoryShares Corporate Bond ETF		38,297		—		—			—			—		1,502		39,799		323
VictoryShares WestEnd U.S. Sector ETF		8,051		901		—			—			—		784		9,736		26
VictoryShares International Volatility Wtd ETF		6,645		—		(993	)		34			—		625		6,311		55
VictoryShares Nasdaq Next 50 ETF		3,583		—		—			—			—		131		3,714		5
VictoryShares US Multi-Factor Minimum Volatility ETF		5,406		—		—			—			—		197		5,603		29
VictoryShares Short-Term Bond ETF		21,576		—		—			—			—		271		21,847		215
VictoryShares Emerging Markets Value Momentum ETF		11,506		—		(1,301	)		(98	)		—		763		10,870		44
VictoryShares International Value Momentum ETF		18,266		—		(2,803	)		(467	)		—		1,580		16,576		233
VictoryShares US Small Mid Cap Value Momentum ETF		5,467		—		—			—			—		25		5,492		37
VictoryShares US Value Momentum ETF		12,014		—		—			—			—		33		12,047		61
	$	653,577	$	15,364	$	(30,124	)	$	(2,063	)	$	—	$	26,323	$	663,077	$	5,491

* Effective April 24, 2023, the name of the Fund changed to the current displayed name. See vcm.com for more information.

Target 2030 Fund
Victory 500 Index Fund Reward Shares*	$	61,872	$	202	$	(2,025	)	$	(451	)	$	—	$	5,872	$	65,470	$	200
Victory Global Managed Volatility Fund Institutional Shares*		115,310		—		(7,571	)		(1,552	)		—		11,109		117,296		—
Victory Government Securities Fund Institutional Shares*		180,855		1,719		—			—			—		3,723		186,297		1,720
Victory Growth Fund Institutional Shares*		24,626		—		(5,086	)		2,694			—		1,904		24,138		—
Victory High Income Fund Institutional Shares*		44,139		1,078		—			—			—		743		45,960		1,078
Victory Income Stock Fund Institutional Shares*		14,598		84		—			—			—		53		14,735		83
Victory Core Plus Intermediate Bond Fund Institutional Shares*		53,578		5,777		—			—			—		1,770		61,125		778

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

	Fair Value 12/31/2022		Purchases at Cost		Proceeds from Sales			Net Realized Gains (Losses)			Capital Gain Distributions		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 4/30/2023		Dividend Income
Victory Precious Metals and Minerals Fund Institutional Shares*	$	4,254	$	—	$	—		$	—		$	—	$	682		$	4,936	$	—
Victory Short-Term Bond Fund Institutional Shares*		58,702		4,680		—			—			—		395			63,777		681
Victory Small Cap Stock Fund Institutional Shares*		22,261		—		—			—			—		520			22,781		—
Victory Target Managed Allocation Fund*		101,251		—		—			—			—		4,793			106,044		—
Victory Integrity Mid-Cap Value Fund Class R6		26,079		—		—			—			—		656			26,735		—
Victory Market Neutral Income Fund Class I		21,988		290		—			—			—		476			22,754		290
Victory RS International Fund Class R6		53,502		—		(4,513	)		22			—		5,475			54,486		—
Victory Sophus Emerging Markets Fund Class R6		8,969		—		—			—			—		381			9,350		—
Victory Trivalent International Fund — Core Equity Class R6		41,355		—		(5,520	)		(380	)		—		4,277			39,732		—
VictoryShares Corporate Bond ETF		35,642		—		—			—			—		1,398			37,040		301
Victory NASDAQ-100 Index Fund Class R6		5,846		10,000		—			—			—		1,961			17,807		—
VictoryShares International Volatility Wtd ETF		18,255		—		(1,986	)		10			—		1,821			18,100		155
VictoryShares Nasdaq Next 50 ETF		16,732		—		—			—			—		612			17,344		22
VictoryShares WestEnd U.S. Sector ETF		30,688		—		—			—			—		2,941			33,629		97
VictoryShares US Multi-Factor Minimum Volatility ETF		10,079		—		—			—			—		368			10,447		55
VictoryShares Short-Term Bond ETF		40,600		—		—			—			—		509			41,109		404
VictoryShares Emerging Markets Value Momentum ETF		26,212		—		(2,010	)		(498	)		—		2,113			25,817		104
VictoryShares International Value Momentum ETF		49,997		—		(6,906	)		(1,452	)		—		4,494			46,133		627
VictoryShares US Small Mid Cap Value Momentum ETF		21,666		—		(2,317	)		89			—		145			19,583		139
VictoryShares US Value Momentum ETF		40,266		—		(998	)		207			—		(64	)		39,411		199
	$	1,129,322	$	23,830	$	(38,932	)	$	(1,311	)	$	—	$	59,127		$	1,172,036	$	6,933

* Effective April 24, 2023, the name of the Fund changed to the current displayed name. See vcm.com for more information.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

	Fair Value 12/31/2022		Purchases at Cost		Proceeds from Sales			Net Realized Gains (Losses)			Capital Gain Distributions		Net Change in Unrealized Appreciation/ Depreciation		Fair Value 4/30/2023		Dividend Income
Target 2040 Fund
Victory 500 Index Fund Reward Shares*	$	98,975	$	324	$	(2,025	)	$	(451	)	$	—	$	9,173	$	105,996	$	324
Victory Global Managed Volatility Fund Institutional Shares*		177,465		—		(4,967	)		(1,040	)		—		15,875		187,333		—
Victory Government Securities Fund Institutional Shares*		93,849		2,909		—			—			—		1,929		98,687		908
Victory Growth Fund Institutional Shares*		40,311		—		(8,075	)		4,539			—		3,037		39,812		—
Victory High Income Fund Institutional Shares*		46,506		1,136		—			—			—		783		48,425		1,136
Victory Income Stock Fund Institutional Shares*		23,741		135		—			—			—		88		23,964		135
Victory Core Plus Intermediate Bond Fund Institutional Shares*		33,006		3,467		—			—			—		1,101		37,574		466
Victory NASDAQ-100 Index Fund Class R6*		10,603		16,000					—			—		3,564		30,167		—
Victory Precious Metals and Minerals Fund Institutional Shares*		4,731		—		—			—			—		758		5,489		—
Victory Short-Term Bond Fund Institutional Shares*		21,543		3,260		—			—			—		142		24,945		262
Victory Small Cap Stock Fund Institutional Shares*		30,908		1,000		—			—			—		735		32,643		—
Victory Target Managed Allocation Fund*		154,826		—		—			—			—		7,329		162,155		—
Victory Integrity Mid-Cap Value Fund Class R6		41,732		—		—			—			—		1,049		42,781		—
Victory Market Neutral Income Fund Class I		13,589		2,179		—			—			—		294		16,062		179
Victory RS International Fund Class R6		86,520		—		(6,011	)		(486	)		—		9,513		89,536		—
Victory Sophus Emerging Markets Fund Class R6		12,748		—		—			—			—		542		13,290		—
Victory Trivalent International Fund — Core Equity Class R6		63,033		—		(3,506	)		(515	)		—		6,520		65,532		—
VictoryShares Corporate Bond ETF		17,606		—		—			—			—		690		18,296		149
VictoryShares WestEnd U.S. Sector ETF		51,283		—		—			—			—		4,914		56,197		163
VictoryShares International Volatility Wtd ETF		26,030		—		(1,986	)		—			—		2,634		26,678		226
VictoryShares Nasdaq Next 50 ETF		27,972		—		—			—			—		1,024		28,996		36
VictoryShares US Multi-Factor Minimum Volatility ETF		16,350		—		—			—			—		598		16,948		89

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

	Fair Value 12/31/2022		Purchases at Cost		Proceeds from Sales			Net Realized Gains (Losses)			Capital Gain Distributions		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 4/30/2023		Dividend Income
VictoryShares Short-Term Bond ETF	$	23,988	$	—	$	—		$	—		$	—	$	301		$	24,289	$	239
VictoryShares Emerging Markets Value Momentum ETF		43,687		—		(3,512	)		(1,006	)		—		3,650			42,819		172
VictoryShares International Value Momentum ETF		74,945		—		(9,829	)		(2,189	)		—		6,809			69,736		972
VictoryShares US Small Mid Cap Value Momentum ETF		28,579		—		—			—			—		132			28,711		195
VictoryShares US Value Momentum ETF		63,526		—		(998	)		207			—		(1	)		62,734		317
	$	1,328,052	$	30,410	$	(40,909	)	$	(941	)	$	—	$	83,183		$	1,399,795	$	5,968

* Effective April 24, 2023, the name of the Fund changed to the current displayed name. See vcm.com for more information.

Target 2050 Fund
Victory 500 Index Fund Reward Shares*	$	70,765	$	229	$	(3,029	)	$	(689	)	$	—	$	6,852	$	74,128	$	230
Victory Global Managed Volatility Fund Institutional Shares*		122,143		—		(4,565	)		(947	)		—		11,136		127,767		—
Victory Government Securities Fund Institutional Shares*		21,987		2,210		—			—			—		467		24,664		211
Victory Growth Fund Institutional Shares*		25,061		—		(4,039	)		2,253			—		2,583		25,858		—
Victory High Income Fund Institutional Shares*		9,481		232		—			—			—		159		9,872		232
Victory Income Stock Fund Institutional Shares*		16,546		94		—			—			—		61		16,701		94
Victory Core Plus Intermediate Bond Fund Institutional Shares*		14,339		6,260		—			—			—		577		21,176		261
Victory NASDAQ-100 Index Fund Class R6*		6,723		13,000		—			—			—		2,440		22,163		—
Victory Precious Metals and Minerals Fund Institutional Shares*		2,658		—		—			—			—		426		3,084		—
Victory Short-Term Bond Fund Institutional Shares*		2,792		13		(1,998	)		(60	)		—		84		831		13
Victory Small Cap Stock Fund Institutional Shares*		21,488		1,600		—			—			—		523		23,611		—
Victory Target Managed Allocation Fund*		105,312		—		—			—			—		4,985		110,297		—
Victory Integrity Mid-Cap Value Fund Class R6		28,289		—		—			—			—		711		29,000		—
Victory Market Neutral Income Fund Class I		6,384		85		—			—			—		138		6,607		84
Victory RS International Fund Class R6		57,560		—		(3,513	)		(323	)		—		6,307		60,031		—
Victory Sophus Emerging Markets Fund Class R6		10,636		—		—			—			—		453		11,089		—

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

	Fair Value 12/31/2022		Purchases at Cost		Proceeds from Sales			Net Realized Gains (Losses)			Capital Gain Distributions		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 4/30/2023		Dividend Income
Victory Trivalent International Fund — Core Equity Class R6	$	42,984	$	—	$	(3,512	)	$	(565	)	$	—	$	4,646		$	43,553	$	—
VictoryShares Corporate Bond ETF		8,441		2,001		—			—			—		324			10,766		87
VictoryShares International Volatility Wtd ETF		17,290		—		(993	)		(11	)		—		1,769			18,055		152
VictoryShares Nasdaq Next 50 ETF		19,064		—		—			—			—		698			19,762		25
VictoryShares WestEnd U.S. Sector ETF		36,716		—		—			—			—		3,518			40,234		116
VictoryShares US Multi-Factor Minimum Volatility ETF		11,832		—		—			—			—		433			12,265		64
VictoryShares Emerging Markets Value Momentum ETF		29,767		—		—			—			—		1,865			31,632		126
VictoryShares International Value Momentum ETF		51,119		—		(6,716	)		(1,590	)		—		4,731			47,544		656
VictoryShares US Small Mid Cap Value Momentum ETF		17,590		2,006		—			—			—		75			19,671		120
VictoryShares US Value Momentum ETF		43,357		—		(998	)		207			—		(56	)		42,510		215
	$	800,324	$	27,730	$	(29,363	)	$	(1,725	)	$	—	$	55,905		$	852,871	$	2,686

* Effective April 24, 2023, the name of the Fund changed to the current displayed name. See vcm.com for more information.

Target 2060 Fund
Victory 500 Index Fund Reward Shares*	$	10,316	$	32	$	(405	)	$	(90	)	$	—	$	992	$	10,845	$	33
Victory NASDAQ-100 Index Fund Class R6*		1,170		1,899		—			—			—		456		3,525		—
Victory Global Managed Volatility Fund Institutional Shares*		17,606		—		—			—			—		1,484		19,090		—
Victory Government Securities Fund Institutional Shares*		4,429		43		—			—			—		91		4,563		42
Victory Growth Fund Institutional Shares*		3,784		—		(513	)		19			—		721		4,011		—
Victory Income Stock Fund Institutional Shares*		2,290		513		—			—			—		6		2,809		13
Victory Core Plus Intermediate Bond Fund Institutional Shares*		3,064		42		—			—			—		98		3,204		42
VictoryShares WestEnd U.S. Sector ETF		5,530		—		—			—			—		530		6,060		18
Victory Precious Metals and Minerals Fund Institutional Shares*		330		—		—			—			—		53		383		—
Victory Short-Term Bond Fund Institutional Shares*		1		—		—			—			—		—		1		—

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

	Fair Value 12/31/2022		Purchases at Cost		Proceeds from Sales			Net Realized Gains (Losses)			Capital Gain Distributions		Net Change in Unrealized Appreciation/ Depreciation		Fair Value 4/30/2023		Dividend Income
Victory Small Cap Stock Fund Institutional Shares*	$	3,211	$	610	$	—		$	—		$	—	$	81	$	3,902	$	—
Victory Target Managed Allocation Fund*		15,153		501		—			—			—		718		16,372		—
Victory Integrity Mid-Cap Value Fund Class R6		4,121		—		—			—			—		103		4,224		—
Victory RS International Fund Class R6		8,634		—		(504	)		(54	)		—		954		9,030		—
Victory Sophus Emerging Markets Fund Class R6		1,547		—		—			—			—		66		1,613		—
Victory Trivalent International Fund — Core Equity Class R6		6,253		—		(504	)		(77	)		—		677		6,349		—
VictoryShares Corporate Bond ETF		876		500		—			—			—		32		1,408		11
VictoryShares International Volatility Wtd ETF		2,801		—		—			—			—		289		3,090		26
VictoryShares Nasdaq Next 50 ETF		2,692		—		—			—			—		98		2,790		4
VictoryShares US Multi-Factor Minimum Volatility ETF		1,665		—		—			—			—		61		1,726		9
VictoryShares Emerging Markets Value Momentum ETF		4,322		—		—			—			—		271		4,593		18
VictoryShares International Value Momentum ETF		7,341		—		(751	)		(183	)		—		636		7,043		95
VictoryShares US Small Mid Cap Value Momentum ETF		2,671		—		—			—			—		13		2,684		18
VictoryShares US Value Momentum ETF		6,095		—		—			—			—		16		6,111		31
	$	115,902	$	4,140	$	(2,677	)	$	(385	)	$	—	$	8,446	$	125,426	$	360

* Effective April 24, 2023, the name of the Fund changed to the current displayed name. See vcm.com for more information.

Transactions in affiliated securities during the year ended December 31, 2022, were as follows (amounts in thousands):

	Fair Value 12/31/2021		Purchases at Cost		Proceeds from Sales			Net Realized Gains (Losses)			Capital Gain Distributions		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 12/31/2022		Dividend Income
Target Income Fund
Victory 500 Index Fund Reward Shares	$	3,002	$	16,692	$	—		$	—		$	222	$	(2,843	)	$	16,851	$	231
Victory NASDAQ-100 Index Fund Class R6		—		1,039		—			—			33		(102	)		937		6
Victory Global Managed Volatility Fund Institutional Shares		48,853		3,150		(2,251	)		(267	)		1,769		(10,434	)		39,051		1,381

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

	Fair Value 12/31/2021		Purchases at Cost		Proceeds from Sales			Net Realized Gains (Losses)			Capital Gain Distributions		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 12/31/2022		Dividend Income
Victory Government Securities Fund Institutional Shares	$	229,062	$	3,902	$	(59,956	)	$	(5,425	)	$	—	$	(15,600	)	$	151,983	$	3,902
Victory Growth Fund Institutional Shares		15,236		466		(3,893	)		2,022			465		(6,739	)		7,092		—
Victory High Income Fund Institutional Shares		34,674		5,753		—			—			—		(5,940	)		34,487		1,990
Victory Income Fund Institutional Shares		20,833		79		(19,769	)		2,286			—		(3,429	)		—		79
Victory Income Stock Fund Institutional Shares		9,506		382		(5,150	)		758			266		(1,440	)		4,056		116
Victory Core Plus Intermediate Bond Fund Institutional Shares		14,271		25,104		—			—			—		(3,778	)		35,597		831
Victory Precious Metals and Minerals Fund Institutional Shares		2,645		26		—			—			—		(335	)		2,336		26
Victory Short-Term Bond Fund Institutional Shares		123,244		2,767		(11,056	)		(305	)		—		(5,823	)		108,827		2,766
Victory Small Cap Stock Fund Institutional Shares		6,303		3,665		—			—			471		(1,734	)		8,234		—
Victory Target Managed Allocation Fund		43,496		2,825		(3,951	)		(385	)		207		(9,481	)		32,504		1,243
Victory Integrity Mid-Cap Value Fund Class R6		6,053		1,564		—			—			286		(807	)		6,810		112
Victory Market Neutral Income Fund Class I		32,841		3,553		—			—			1,058		(4,394	)		32,000		2,497
Victory RS International Fund Class R6		27,363		3,057		(3,357	)		(530	)		53		(4,210	)		22,323		568
Victory Sophus Emerging Markets Fund Class R6		3,533		2,826		(652	)		(381	)		—		(1,084	)		4,242		140
Victory Trivalent International Fund — Core Equity Class R6		16,222		2,757		—			—			—		(3,543	)		15,436		414
VictoryShares Dividend Accelerator ETF				11,350		(10,008	)		2,573			—		(3,915	)		—		96
VictoryShares Corporate Bond ETF		44,104		2,996		—			—			—		(8,803	)		38,297		1,040
VictoryShares WestEnd US Sector ETF		—		7,769		—			—			—		282			8,051		32
VictoryShares International Volatility Wtd ETF		8,097		—		—			—			—		(1,452	)		6,645		160
VictoryShares Nasdaq Next 50 ETF		5,077		—		—			—			—		(1,494	)		3,583		32
VictoryShares US Multi-Factor Minimum Volatility ETF		6,705		—		(742	)		182			—		(739	)		5,406		110
VictoryShares Core Short-Term Bond ETF		22,770		—		—			—			—		(1,194	)		21,576		549

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

	Fair Value 12/31/2021			Purchases at Cost		Proceeds from Sales			Net Realized Gains (Losses)			Capital Gain Distributions		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 12/31/2022		Dividend Income
VictoryShares Emerging Markets Value Momentum ETF	$	21,864		$	—	$	(6,613	)	$	(1,609	)	$	—	$	(2,136	)	$	11,506	$	573
VictoryShares International Value Momentum ETF		22,487			—		(788	)		(37	)		—		(3,396	)		18,266		553
VictoryShares US Small Mid Cap Value Momentum ETF		6,388			—		—			—			—		(921	)		5,467		78
VictoryShares US Value Momentum ETF		18,204			—		(4,479	)		1,014			—		(2,725	)		12,014		246
	$	804,183		$	90,372	$	(132,665	)	$	(104	)	$	4,830	$	(108,209	)	$	653,577	$	19,771
Target 2030 Fund
Victory 500 Index Fund Reward Shares	$	19,595		$	55,142	$	—		$	—		$	816	$	(12,865	)	$	61,872	$	894
Victory Global Managed Volatility Fund Institutional Shares		150,749			9,332		(12,790	)		(1,142	)		5,248		(30,839	)		115,310		4,084
Victory Government Securities Fund Institutional Shares		202,603			6,479		(7,618	)		(1,007	)		—		(19,602	)		180,855		3,998
Victory Growth Fund Institutional Shares		61,543			1,874		(19,926	)		3,820			1,875		(22,685	)		24,626		—
Victory High Income Fund Institutional Shares		55,362			6,561		(9,213	)		(265	)		—		(8,306	)		44,139		2,740
Victory Income Fund Institutional Shares		19,232			150		(18,088	)		2,013			—		(3,307	)		—		150
Victory Income Stock Fund Institutional Shares		31,911	*		1,399		(16,287	)		1,101			957		(3,526	)		14,598		442
Victory Core Plus Intermediate Bond Fund Institutional Shares		48,542			13,296		—			—			—		(8,260	)		53,578		1,563
Victory Precious Metals and Minerals Fund Institutional Shares		4,816			47		—			—			—		(609	)		4,254		47
Victory Short-Term Bond Fund Institutional Shares		60,433			1,441		—			—			—		(3,172	)		58,702		1,440
Victory Small Cap Stock Fund Institutional Shares		24,732			4,728		(1,113	)		(231	)		1,275		(5,855	)		22,261		—
Victory Target Managed Allocation Fund		133,282			4,343		(5,905	)		(38	)		619		(30,431	)		101,251		3,724
Victory Integrity Mid-Cap Value Fund Class R6		35,801			1,522		(7,674	)		1,457			1,095		(5,027	)		26,079		428
Victory Market Neutral Income Fund Class I		22,566			2,441		—			—			727		(3,019	)		21,988		1,715
Victory RS International Fund Class R6		67,849			2,683		(5,010	)		(979	)		130		(11,041	)		53,502		1,362
Victory Sophus Emerging Markets Fund Class R6		8,400			3,470		—			—			—		(2,901	)		8,969		295
Victory Trivalent International Fund — Core Equity Class R6		52,648			1,109		(2,141	)		(505	)		—		(9,756	)		41,355		1,109

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

	Fair Value 12/31/2021		Purchases at Cost		Proceeds from Sales			Net Realized Gains (Losses)			Capital Gain Distributions		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 12/31/2022		Dividend Income
VictoryShares Dividend Accelerator ETF	$	35,538	$	—	$	(31,458	)	$	6,648		$	—	$	(10,728	)	$	—	$	344
VictoryShares Corporate Bond ETF		36,753		6,946		—			—			—		(8,057	)		35,642		968
Victory NASDAQ-100 Index Fund Class R6		—		6,088		—			—			65		(242	)		5,846		22
VictoryShares International Volatility Wtd ETF		23,623		—		(1,373	)		156			—		(4,151	)		18,255		439
VictoryShares Nasdaq Next 50 ETF		23,708		—		—			—			—		(6,976	)		16,732		151
VictoryShares WestEnd U.S. Sector ETF		—		29,964		—			—			—		724			30,688		121
VictoryShares US Multi-Factor Minimum Volatility ETF		13,705		—		(2,434	)		488			—		(1,680	)		10,079		215
VictoryShares Short-Term Bond ETF		42,845		—		—			—			—		(2,245	)		40,600		1,033
VictoryShares Emerging Markets Value Momentum ETF		43,138		—		(9,486	)		(3,047	)		—		(4,393	)		26,212		1,161
VictoryShares International Value Momentum ETF		64,472		—		(4,705	)		(826	)		—		(8,944	)		49,997		1,576
VictoryShares US Small Mid Cap Value Momentum ETF		22,453		2,291		—			—			—		(3,078	)		21,666		294
VictoryShares US Value Momentum ETF		61,712		—		(15,885	)		3,704			—		(9,265	)		40,266		829
	$	1,368,011	$	161,306	$	(171,106	)	$	11,347		$	12,807	$	(240,236	)	$	1,129,322	$	31,144
Target 2040 Fund
Victory 500 Index Fund Reward Shares	$	48,446	$	73,655	$	(1,015	)	$	(215	)	$	1,306	$	(21,896	)	$	98,975	$	1,455
Victory Global Managed Volatility Fund Institutional Shares		224,953		14,313		(12,665	)		(1,703	)		8,038		(47,433	)		177,465		6,275
Victory Government Securities Fund Institutional Shares		101,182		4,086		(997	)		(158	)		—		(10,264	)		93,849		2,038
Victory Growth Fund Institutional Shares		95,737		2,971		(28,286	)		(916	)		2,971		(29,195	)		40,311		—
Victory High Income Fund Institutional Shares		50,434		6,582		(2,373	)		82			—		(8,219	)		46,506		2,704
Victory Income Fund Institutional Shares		8,743		23		(8,418	)		1,164			—		(1,512	)		—		24
Victory Income Stock Fund Institutional Shares		46,170		2,269		(20,845	)		1,258			1,556		(5,111	)		23,741		713
Victory Core Plus Intermediate Bond Fund Institutional Shares		38,930		1,083		(997	)		(245	)		—		(5,765	)		33,006		1,083
Victory NASDAQ-100 Index Fund Class R6		—		11,244		—			—			196		(641	)		10,603		48

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

	Fair Value 12/31/2021		Purchases at Cost		Proceeds from Sales			Net Realized Gains (Losses)			Capital Gain Distributions		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 12/31/2022		Dividend Income
Victory Precious Metals and Minerals Fund Institutional Shares	$	5,355	$	53	$	—		$	—		$	—	$	(677	)	$	4,731	$	52
Victory Short-Term Bond Fund Institutional Shares		22,178		529		—			—			—		(1,164	)		21,543		529
Victory Small Cap Stock Fund Institutional Shares		33,348		5,880		—			—			1,769		(8,320	)		30,908		—
Victory Target Managed Allocation Fund		204,213		6,640		(9,378	)		(108	)		947		(46,541	)		154,826		5,694
Victory Integrity Mid-Cap Value Fund Class R6		50,790		2,438		(5,837	)		625			1,752		(6,284	)		41,732		686
Victory Market Neutral Income Fund Class I		13,946		1,509		—			—			449		(1,866	)		13,589		1,060
Victory RS International Fund Class R6		103,448		5,302		(4,088	)		(612	)		209		(17,530	)		86,520		2,202
Victory Sophus Emerging Markets Fund Class R6		13,829		5,598		(1,966	)		(1,325	)		—		(3,388	)		12,748		419
Victory Trivalent International Fund — Core Equity Class R6		76,159		1,690		—			—			—		(14,816	)		63,033		1,691
VictoryShares Dividend Accelerator ETF		53,451		—		(47,456	)		9,830			—		(15,825	)		—		537
VictoryShares Corporate Bond ETF		16,649		4,901		—			—			—		(3,944	)		17,606		478
VictoryShares WestEnd U.S. Sector ETF		—		50,114		—			—			—		1,169			51,283		202
VictoryShares International Volatility Wtd ETF		33,348		—		(1,624	)		184			—		(5,878	)		26,030		626
VictoryShares Nasdaq Next 50 ETF		37,822		1,593		—			—			—		(11,443	)		27,972		253
VictoryShares US Multi-Factor Minimum Volatility ETF		22,618		—		(4,398	)		951			—		(2,821	)		16,350		347
VictoryShares Short-Term Bond ETF		25,314		—		—			—			—		(1,326	)		23,988		610
VictoryShares Emerging Markets Value Momentum ETF		61,291		—		(6,815	)		(2,468	)		—		(8,321	)		43,687		1,721
VictoryShares International Value Momentum ETF		94,603		—		(5,193	)		(893	)		—		(13,572	)		74,945		2,331
VictoryShares US Small Mid Cap Value Momentum ETF		30,080		2,652		—			—			—		(4,153	)		28,579		391
VictoryShares US Value Momentum ETF		100,547		—		(27,981	)		6,404			—		(15,444	)		63,526		1,324
	$	1,613,584	$	205,125	$	(190,332	)	$	11,855		$	19,193	$	(312,180	)	$	1,328,052	$	35,493

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

	Fair Value 12/31/2021		Purchases at Cost		Proceeds from Sales			Net Realized Gains (Losses)			Capital Gain Distributions		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 12/31/2022		Dividend Income
Target 2050 Fund
Victory 500 Index Fund Reward Shares	$	41,487	$	46,608	$	(1,015	)	$	(215	)	$	934	$	(16,100	)	$	70,765	$	1,051
Victory Global Managed Volatility Fund Institutional Shares		148,680		9,851		(3,185	)		(590	)		5,532		(32,613	)		122,143		4,319
Victory Government Securities Fund Institutional Shares		21,845		2,453		—			—			—		(2,311	)		21,987		453
Victory Growth Fund Institutional Shares		61,420		1,773		(18,978	)		(123	)		1,773		(19,031	)		25,061		—
Victory High Income Fund Institutional Shares		10,632		557		—			—			—		(1,708	)		9,481		556
Victory Income Fund Institutional Shares		3,560		16		(3,366	)		(6	)		—		(204	)		—		15
Victory Income Stock Fund Institutional Shares		31,299		1,578		(13,685	)		949			1,085		(3,595	)		16,546		494
Victory Core Plus Intermediate Bond Fund Institutional Shares		16,408		461		—			—			—		(2,530	)		14,339		461
Victory NASDAQ-100 Index Fund Class R6		—		7,308		—			—			166		(585	)		6,723		42
Victory Precious Metals and Minerals Fund Institutional Shares		3,009		30		—			—			—		(381	)		2,658		30
Victory Short-Term Bond Fund Institutional Shares		2,875		68		—			—			—		(151	)		2,792		69
Victory Small Cap Stock Fund Institutional Shares		23,821		3,693		—			—			1,230		(6,026	)		21,488		—
Victory Target Managed Allocation Fund		137,247		6,292		(6,540	)		(630	)		655		(31,057	)		105,312		3,937
Victory Integrity Mid-Cap Value Fund Class R6		34,873		1,652		(4,433	)		569			1,187		(4,372	)		28,289		465
Victory Market Neutral Income Fund Class I		6,552		709		—			—			211		(877	)		6,384		498
Victory RS International Fund Class R6		71,191		5,280		(6,512	)		(1,126	)		140		(11,273	)		57,560		1,465
Victory Sophus Emerging Markets Fund Class R6		10,871		3,181		—			—			—		(3,416	)		10,636		350
Victory Trivalent International Fund — Core Equity Class R6		51,935		1,153		—			—			—		(10,104	)		42,984		1,153
VictoryShares Dividend Accelerator ETF		35,850		—		(31,602	)		6,568			—		(10,816	)		—		376
VictoryShares Corporate Bond ETF		7,093		3,062		—			—			—		(1,714	)		8,441		222
VictoryShares International Volatility Wtd ETF		21,068		—		—			—			—		(3,778	)		17,290		416

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

	Fair Value 12/31/2021		Purchases at Cost		Proceeds from Sales			Net Realized Gains (Losses)			Capital Gain Distributions		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 12/31/2022		Dividend Income
VictoryShares Nasdaq Next 50 ETF	$	23,743	$	2,888	$	—		$	—		$	—	$	(7,567	)	$	19,064	$	172
VictoryShares WestEnd U.S. Sector ETF		—		35,769		—			—			—		947			36,716		144
VictoryShares US Multi-Factor Minimum Volatility ETF		14,902		—		(1,847	)		453			—		(1,676	)		11,832		242
VictoryShares Emerging Markets Value Momentum ETF		40,331		—		(3,558	)		(1,179	)		—		(5,827	)		29,767		1,130
VictoryShares International Value Momentum ETF		60,755		—		—			—			—		(9,636	)		51,119		1,548
VictoryShares US Small Mid Cap Value Momentum ETF		18,568		1,589		—			—			—		(2,567	)		17,590		241
VictoryShares US Value Momentum ETF		66,197		—		(16,658	)		3,709			—		(9,891	)		43,357		907
	$	966,212	$	135,971	$	(111,379	)	$	8,379		$	12,913	$	(198,859	)	$	800,324	$	20,756
Target 2060 Fund
Victory 500 Index Fund Reward Shares	$	9,517	$	3,540	$	(254	)	$	(54	)	$	136	$	(2,433	)	$	10,316	$	153
Victory NASDAQ-100 Index Fund Class R6		—		1,299		—			—			41		(129	)		1,170		8
Victory Global Managed Volatility Fund Institutional Shares		20,884		1,420		—			—			797		(4,698	)		17,606		623
Victory Government Securities Fund Institutional Shares		4,822		95		—			—			—		(488	)		4,429		95
Victory Growth Fund Institutional Shares		6,822		687		(1,216	)		(173	)		248		(2,336	)		3,784		—
Victory Income Fund Institutional Shares		448		2		(423	)		(1	)		—		(26	)		—		2
Victory Income Stock Fund Institutional Shares		3,372		219		(947	)		74			150		(428	)		2,290		69
Victory Core Plus Intermediate Bond Fund Institutional Shares		2,341		1,074		—			—			—		(351	)		3,064		76
VictoryShares WestEnd U.S. Sector ETF		—		5,379		—			—			—		151			5,530		22
Victory Precious Metals and Minerals Fund Institutional Shares		374		3		—			—			—		(47	)		330		4
Victory Short-Term Bond Fund Institutional Shares		1		—		—			—			—		—	*		1		—
Victory Small Cap Stock Fund Institutional Shares		3,341		757		—			—			184		(887	)		3,211		—
Victory Target Managed Allocation Fund		19,308		779		(377	)		(43	)		93		(4,514	)		15,153		561

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

	Fair Value 12/31/2021		Purchases at Cost		Proceeds from Sales			Net Realized Gains (Losses)			Capital Gain Distributions		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 12/31/2022		Dividend Income
Victory Integrity Mid-Cap Value Fund Class R6	$	4,804	$	241	$	(365	)	$	(24	)	$	173	$	(535	)	$	4,121	$	68
Victory RS International Fund Class R6		10,146		1,062		(769	)		(133	)		21		(1,672	)		8,634		220
Victory Sophus Emerging Markets Fund Class R6		1,753		848		(476	)		(231	)		—		(347	)		1,547		51
Victory Trivalent International Fund — Core Equity Class R6		7,272		438		—			—			—		(1,457	)		6,253		168
VictoryShares Dividend Accelerator ETF		5,000		—		(4,380	)		943			—		(1,563	)		—		52
VictoryShares Corporate Bond ETF		665		384		—			—			—		(173	)		876		23
VictoryShares International Volatility Wtd ETF		3,413		—		—			—			—		(612	)		2,801		67
VictoryShares Nasdaq Next 50 ETF		3,354		407		—			—			—		(1,069	)		2,692		24
VictoryShares US Multi-Factor Minimum Volatility ETF		1,966		—		(130	)		32			—		(203	)		1,665		34
VictoryShares Emerging Markets Value Momentum ETF		5,819		—		(490	)		(155	)		—		(852	)		4,322		162
VictoryShares International Value Momentum ETF		8,725		—		—			—			—		(1,384	)		7,341		221
VictoryShares US Small Mid Cap Value Momentum ETF		2,837		227		—			—			—		(393	)		2,671		37
VictoryShares US Value Momentum ETF		8,182		—		(1,248	)		254			—		(1,093	)		6,095		127
	$	135,166	$	18,861	$	(11,075	)	$	489		$	1,843	$	(27,539	)	$	115,902	$	2,867

* Rounds to less than $1 thousand.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of Victory Target Retirement Income Fund (Formerly USAA Target Retirement Income 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) and Victory Target Retirement 2060 Fund (Formerly USAA Target Retirement 2060 Fund) and the Board of Trustees of Victory Portfolios III (Formerly USAA Mutual Funds Trust)

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities of Victory Target Retirement Income Fund (formerly USAA Target Retirement Income Fund), Victory Target Retirement 2030 Fund (formerly USAA Target Retirement 2030 Fund), Victory Target Retirement 2040 Fund (formerly USAA Target 2040 Income Fund), Victory Target Retirement 2050 Fund (formerly USAA Target Retirement 2050 Fund) and Victory Target Retirement 2060 Fund (formerly USAA Target Retirement 2060 Fund) (collectively referred to as the "Funds") (five of the funds constituting Victory Portfolios III (formerly USAA Mutual Funds Trust) (the "Trust")), including the schedules of portfolio investments as of April 30, 2023, and the related statements of operations for the period from January 1, 2023 through April 30, 2023 and the year ended December 31, 2022, the statements of changes in net assets for the period from January 1, 2023 through April 30, 2023 and each of the two years in the period ended December 31, 2022, the financial highlights for the period from January 1, 2023 through April 30, 2023 and each of the five years in the period ended December 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Funds (five of the funds constituting Victory Portfolios III) at April 30, 2023, the results of their operations for the period from January 1, 2023 through April 30, 2023 and the year ended December 31, 2022, the changes in their net assets for the period from January 1, 2023 through April 30, 2023 and each of the two years in the period ended December 31, 2022, and their financial highlights for the period from January 1, 2023 through April 30, 2023 and each of the five years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust's management. Our responsibility is to express an opinion on each of the Funds' financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting 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.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2023, by correspondence with the custodian, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
June 28, 2023

Victory Portfolios III

Supplemental Information
April 30, 2023

(Unaudited)

Trustee and Officer Information

Board of Trustees:

Overall responsibility for management of the Trust rests with the Board. The Trust is managed by the Board in accordance with the laws of the State of Delaware. There are currently eight Trustees, seven of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Independent Trustees") and one of whom is an "interested person" of the Trust within the meaning of that term under the 1940 Act ("Interested Trustee"). The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations.

The following tables list the Trustees, their date of birth, their positions with the Trust, their commencement of service, their principal occupations during the past five years, and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 45 portfolios in the Trust. Each Trustee's address is c/o Fund Administration, 15935 La Cantera Pkwy, San Antonio, TX 78256.

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Independent Trustees

Jefferson C. Boyce
(September 1957)

Independent Chair

Trustee since September 2013, Independent Chair since January 2021

Retired.

Westhab, Inc., New York Theological Seminary, American Filtration Corp.

Dawn M. Hawley
(February 1954)

Trustee

Trustee since April 2014

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Daniel S. McNamara
(June 1966)

Trustee

Trustee since January 2012

Trustee, President, and Vice Chairman of USAA ETF Trust (06/17-06/19); President of Financial Advice & Solutions Group (FASG), USAA (02/13-03/21); Director of USAA Asset Management Company (AMCO), (08/11-06/19); Chairman of Board of AMCO (04/13-06/19); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management Company) (09/09-03/21); Chairman of Board of ISCO (04/13-12/20); President and Director of USAA Shareholder Account Services (SAS) (10/09-06/19); Chairman of Board of SAS (04/13-06/19); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (04/11-03/21); Director and Vice Chairman of FPS (12/13-03/21); President and Director of USAA Investment Corporation (ICORP) (03/10-03/21); Chairman of Board of ICORP (12/13-03/21); Director of USAA Financial Advisors, Inc. (FAI) (12/13-03/21); Chairman of Board of FAI (03/15-03/21).

None

Paul L. McNamara
(July 1948)

Trustee

Trustee since January 2012

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Richard Y. Newton, III (January 1956)

Trustee

Trustee since March 2017

Director, Elta North America (01/18-08/19), which is a global leader in the design, manufacture, and support of innovative electronic systems in the ground, maritime, airborne, and security domains for the nation's warfighters, security personnel, and first responders; Managing Partner, Pioneer Partnership Development Group (12/15-present).

Terran Orbital Corp., American Made Filtration Corp.

Barbara B. Ostdiek, Ph.D.
(March 1964)

Trustee

Trustee since January 2008

Senior Associate Dean of Degree programs at Jesse H. Jones Graduate School of Business at Rice University (07/13-present); Associate Professor of Finance at Jesse H. Jones Graduate School of Business at Rice University (07/01-07/21); Professor of Finance at Jesse H. Jones Graduate School of Business at Rice University (07/21-present).

None

John C. Walters
(February 1962)

Trustee

Trustee since July 2019

Retired.

Guardian Variable Products Trust (16 series)

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Fund

Term of
Office and
Length of
Time Served

Principal Occupation(s) Held
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Interested Trustee

David C. Brown
(May 1972)

Trustee

Trustee since July 2019

Chairman and Chief Executive Officer (2013-present), Victory Capital Management Inc.; Chief Executive Officer and Chairman (2013-present), Victory Capital Holdings, Inc.; Director, Victory Capital Services, Inc. (2013-present); Director, Victory Capital Transfer Agency, Inc. (2019-present).

45 portfolios within the Trust; 40 portfolios within the Victory Portfolios, 25 series within the Victory Portfolios II, and 6 series within the Victory Variable Insurance Funds

None

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Officers of the Trust

The officers of the Trust are elected by the Board to actively supervise the Trust's day-to-day operations. The officers of the Trust, their date of birth, the length of time served, and their principal occupations during the past five years are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 15935 La Cantera Parkway, San Antonio, Texas 78256. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

James K. De Vries
(April 1969)

President

March 2018*

Head of Fund Administration (5/1/23-present); Vice President, Victory Capital Transfer Agency, Inc. (4/20/23-present); Executive Director, the Adviser (7/1/19-4/30/23); Executive Director, Investment and Financial Administration, USAA (2012-6/30/19); Treasurer, USAA Mutual Funds Trust (2018-4/30/23). Mr. De Vries also serves as the Principal Executive Officer for the Funds, Victory Portfolio, Victory Portfolios II, and Victory Variable Insurance Funds (5/1/23-present).

Scott Stahorsky
(July 1969)

Vice President

July 2019

Director, Third-Party Dealer Services & Reg Administration, Fund Administration, the Adviser (5/1/2023-present); Vice President, Victory Capital Transfer Agency, Inc. (4/20/23-present); Manager, Fund Administration, the Adviser (2015-4/30/23). Mr. Stahorsky also serves as Vice President of Victory Portfolios, Victory Portfolios II, and Victory Variable Insurance Funds (12/14-present).

Thomas Dusenberry
(July 1977)

Secretary

June 2022

Director, Fund Administration, the Adviser; Victory Capital Management Inc. (May 2023-present); Manager, Fund Administration, the Adviser; Victory Capital Management Inc. (2022-April 2023); Treasurer and Principal Financial Officer (2020-2022), Assistant Treasurer (2019), Salient MF Trust, Salient Midstream, MLP Fund, and Forward Funds; Principal Financial Officer (2018-2021) and Treasurer (2020-2021), Salient Private Access Funds and Endowment PMF Funds; Senior Vice President of Fund Accounting and Operations, Salient Partners (2020-2022); Director of Fund Operations, Salient Partners (2016-2019). Mr. Dusenberry also serves as Secretary of Victory Portfolios, Victory Portfolios II, and Victory Variable Insurance Funds (6/22-present).

Allan Shaer,
(March 1965)

Treasurer

July 2019*

Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016). Mr. Shaer also serves as the Funds' Principal Financial and Accounting Officer. Mr. Shaer also serves as Treasurer of Victory Portfolios, Victory Portfolios II, and Victory Variable Insurance Funds (5/17-present).

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

Christopher Ponte,
(March 1984)

Assistant Treasurer

May 2023

Director, Fund and Broker Dealer Finance Administration, (5/1/23-present), Victory Capital Transfer Agency, Inc. (May 2023-present); Manager, Fund Administration, the Adviser (2017-2023); Chief Financial Officer, Victory Capital Services, Inc. (since 2018). Mr. Ponte also serves as Assistant Treasurer of Victory Portfolios, Victory Portfolios II, and Victory Variable Insurance Funds (12/17-present).

Carol D. Trevino
(October 1965)

Assistant Treasurer

September
2018

Director, Financial Reporting, Fund Administration (5/1/23-present); Director, Accounting and Finance, the Adviser (7/1/19-4/30/23); Accounting/ Financial Director, USAA (12/13-6/30/19). Ms. Trevino also serves as Assistant Treasurer of Victory Portfolios, Victory Portfolios II, and Victory Variable Insurance Funds (2/28/23-present).

Charles Booth
(April 1960)

Anti-Money Laundering Compliance Officer and Identity Theft Officer

July 2019

Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (2007-present).

Sean Fox
(September 1976)

Chief Compliance Officer

June 2022

Deputy Chief Compliance Officer (July 2021-June 2022), Senior Compliance Officer, the Adviser (2019-present); Compliance Officer, the Adviser (2015-2019). Mr. Fox also serves as Chief Compliance Officer for Victory Portfolios, Victory Portfolios II, and Victory Variable Insurance Funds (6/22-present).

* Effective May 1, 2023, Mr. De Vries resigned as Treasurer and accepted the position of President, and Mr. Shaer resigned as Assistant Treasurer and accepted the position of Treasurer.

Effective May 1, 2023, Christopher Dyer resigned as the President of the Trust.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the Funds use to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (800) 235-8396. The information is also included in the Funds' Statement of Additional Information, which is available on the SEC's website at sec.gov.

Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent 12 months ended June 30 is available on the SEC's website at sec.gov.

Availability of Schedules of Portfolio Investments:

The Trust files a complete list of Schedules of Portfolio Investments with the SEC for the first and third quarter of each fiscal year on Form N-PORT. Forms N-PORT are available on the SEC's website at sec.gov.

Expense Examples

As a shareholder of a Fund, you may incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in a Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from November 1, 2022, through April 30, 2023.

The Actual Expense figures in the table below provide information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

The Hypothetical Expense figures in the table below provide information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in shareholder reports of other funds.

Please note the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the hypothetical expenses in the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value 11/1/22		Actual Ending Account Value 4/30/23		Hypothetical Ending Account Value 4/30/23		Actual Expenses Paid During Period 11/1/22- 4/30/23*		Hypothetical Expenses Paid During Period 11/1/22- 4/30/23*		Annualized Expense Ratio During Period 11/1/22- 4/30/23
Target Income Fund	$	1,000.00	$	1,073.90	$	1,024.60	$	0.21	$	0.20		0.04	%
Target 2030 Fund		1,000.00		1,088.90		1,024.65		0.16		0.15		0.03	%
Target 2040 Fund		1,000.00		1,100.90		1,024.70		0.10		0.10		0.02	%
Target 2050 Fund		1,000.00		1,105.60		1,024.60		0.21		0.20		0.04	%
Target 2060 Fund		1,000.00		1,106.90		1,024.30		0.52		0.50		0.10	%

* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal four months ended April 30, 2023, is provided for information purposes only and should not be used for reporting to federal or state revenue agencies. Federal tax information for the calendar year will be reported to you on Form 1099-DIV in January 2024.

For the four months ended April 30, 2023, the following Funds paid qualified dividend income for the purposes of reduced individual federal income tax rates of:

	Percent
Target Income Fund		3	%
Target 2030 Fund		—	%
Target 2040 Fund		—	%
Target 2050 Fund		—	%
Target 2060 Fund		—	%

Dividends qualified for corporate dividends received deductions of:

	Percent
Target Income Fund		2	%
Target 2030 Fund		—	%
Target 2040 Fund		—	%
Target 2050 Fund		—	%
Target 2060 Fund		—	%

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

Victory Target Retirement Funds

At a meeting of the Board of Trustees (the "Board") of Victory Portfolios III Trust (the "Trust") held on December 8-9, 2022, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to each of the Target Retirement Income Fund, Target Retirement 2030 Fund, Target Retirement 2040 Fund, Target Retirement 2050 Fund and Target Retirement 2060 Fund (each, a "Fund" and together, the "Funds"). Prior to the December 8-9, 2022 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 21, 2022.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Funds' investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Funds, as well as information regarding the Adviser's revenues and costs of providing services to the Funds and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to each Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to each Fund in private sessions with Independent Counsel at which no representatives of management were present.

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Funds' performance and related services provided by the Adviser. At the meeting at which the renewal of the Advisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Funds. However, the Board noted that the evaluation process with respect to the Adviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement included information previously received at such meetings. The Board also recognized that the contractual arrangements for each Fund have been reviewed by the Board and discussed with the Adviser in prior years and that the Board's conclusions may be based, in part, on its consideration of these same arrangements in prior years.

Advisory Agreement

After full consideration of a variety of factors, the Board, including the Independent Trustees, voted to approve the Advisory Agreement with respect to each Fund. In approving the Advisory Agreement, the Trustees did not identify any single factor as controlling, and each Trustee may have attributed different weights to various factors. Throughout their deliberations, the Independent Trustees were represented and assisted by Independent Counsel.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

affiliates under other agreements, and the personnel who provide these services. In addition to the investment advisory services provided to the Funds, the Adviser and its affiliates provide administrative services, shareholder services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Funds and the Trust.

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Funds' compliance programs, (ii) risk management programs, (iii) liquidity risk management program, (iv) derivatives risk management program, and (v) cybersecurity programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Funds, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The Adviser's role in coordinating the activities of the Funds' other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Funds, as well as the other funds in the Trust.

The Board also reviewed the compliance and administrative services provided to the Funds by the Adviser and its affiliates, including the Adviser's oversight of the Funds' day-to-day operations and oversight of Fund accounting. The Trustees, guided also by information obtained from their experiences as Trustees of the Trust, also focused on the quality of the Adviser's compliance and administrative staff.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated each Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Funds as determined by the independent third party in its report. Each Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). The Board noted that the Adviser does not receive a management fee from the Funds. The data indicated that each Fund's total expenses, which included underlying fund expenses, and after fee waivers and reimbursements, if applicable, were below the median of its respective expense group and its respective expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for each Fund. The Board took into account the various other services provided to the Funds by the Adviser and its affiliates, and noted the high quality of services received by the Funds.

In considering the Funds' performance, the Board noted that it reviews at its regularly scheduled meetings information about the Funds' performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Funds' average annual total returns relative to their Lipper indexes and other mutual funds deemed to be in their peer groups by the independent third party in its report (the "performance universe"). Each Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the performance of the Target Retirement Income Fund was above the average of its performance universe for the one-, three-, five- and ten-year periods ended June 30, 2022, and was above its Lipper index for the one-, three- and ten-year periods ended June 30, 2022, and was below its Lipper index for the five-year period ended June 30, 2022; the performance of each of the Target Retirement 2030 Fund, Target Retirement 2040 Fund and Target Retirement 2050 Fund was above the average of its respective performance universe and its respective Lipper index for the one-year period ended June 30, 2022, and was below the average of its respective performance universe and

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

its respective Lipper index for the three-, five- and ten-year periods ended June 30, 2022; and the performance of the Target Retirement 2060 Fund was above the average of its performance universe and its Lipper index for the one-year period ended June 30, 2022, and was below the average of its performance universe and its Lipper index for the three- and five-year periods ended June 30, 2022. The Board took into account management's discussion of the Funds' performance, including the more recent improved performance for each of the Target Retirement 2030 Fund, Target Retirement 2040 Fund, Target Retirement 2050 Fund and Target Retirement 2060 Fund, as well as the reasons for the Funds' underperformance for certain periods.

Compensation and Profitability — The Board took into consideration that the Adviser does not receive a management fee from the Funds. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the revenues from the Funds. This information included a review of the methodology used in the allocation of certain costs to the Funds. In considering the profitability data with respect to the Funds, the Trustees noted that the Adviser reimbursed or waived a portion of its management fees to certain Fund(s). The Trustees reviewed the profitability of the Adviser's relationship with the Funds before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of each Fund to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also took into account the Adviser's receipt of management fees from the underlying funds in which the Funds invest. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Funds. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Funds and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — With respect to the consideration of any economies of scale to be realized by the Funds, the Board took into account that the Adviser does not receive any management fees under the Advisory Agreement. The Board took into account management's discussion of the Funds' current management fee structure. The Board also considered the expense reimbursement arrangement by the Adviser. The Board also considered the effect of each Fund's change in size, if any, on its performance and fees, noting that each Fund may realize other economies of scale if assets increase proportionally more than expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Advisory Agreement with the Adviser with respect to each Fund: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of each Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices in view of the Fund's investment approach and the Adviser is appropriately monitoring the Fund's performance; (iv) each Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with each Fund is reasonable in light of the nature and high quality of services provided by the Adviser and its affiliates and the type of funds. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of each Fund and its shareholders.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Liquidity Risk Management Program:

The Victory Portfolio III Funds (the "Trust") have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage each Fund's liquidity risk, taking into consideration each Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short- and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The Trust's Board of Trustees approved the appointment of the Funds' investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.

Victory Capital manages liquidity risks associated with the Funds' investments by monitoring, among other things, cash and cash equivalents, any use of derivatives, the concentration of investments, the appropriateness of each Fund's investment strategy, and by classifying every Fund investment as either highly liquid, moderately liquid, less liquid, or illiquid on at least a monthly basis. To assist with the classification of Fund investments, Victory Capital has retained a third-party provider of liquidity evaluation services. This provider determines preliminary liquidity classifications for all portfolio holdings based upon portfolio-level data and certain assumptions provided by Victory Capital. Victory Capital reviews the preliminary liquidity classifications and, when appropriate, considers other information including input from the Funds' portfolio managers (including the portfolio managers employed by any investment sub-advisers) in determining final liquidity classifications.

At a meeting held on March 10, 2023, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Funds did not experience any significant liquidity challenges during the covered period, and the Funds' LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure each Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in each Fund. During the review period, each Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that each Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Funds have not adopted a highly liquid investment minimum. The Funds' investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N- RN (prior to August 2022, Form N-LIQUID) and recommended no material changes to the LRMP.

Privacy Policy

Protecting the Privacy of Information

The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.

We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic, and procedural safeguards to guard your personal information.*

* You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.

15935 La Cantera Pkwy
Building Two
San Antonio, Texas 78256

Visit our website at:				Call
vcm.com				(800) 235-8396

88214-0723

April 30, 2023

Annual Report

Victory Extended Market Index Fund

(Formerly USAA^® Extended Market Index Fund)

vcm.com

News, Information And Education 24 Hours A Day, 7 Days A Week

• Detailed performance records

• Daily share prices

• The latest fund news

• Investment resources to help you become a better investor

• A section dedicated to investment professionals

Victory Portfolios III

TABLE OF CONTENTS

Shareholder Letter (Unaudited)					2
Manager's Commentary (Unaudited)					4
Investment Overview (Unaudited)					5
Investment Objective & Portfolio Holdings (Unaudited)					6
Schedule of Portfolio Investments					7
Financial Statements
Statement of Assets and Liabilities					69
Statements of Operations					70
Statements of Changes in Net Assets					71
Financial Highlights					72
Notes to Financial Statements					73
Report of Independent Registered Public Accounting Firm					83
Supplemental Information (Unaudited)					84
Trustee and Officer Information					84
Proxy Voting and Portfolio Holdings Information					90
Expense Example					90
Advisory Contract Approval					91
Liquidity Risk Management Program					94
Privacy Policy (inside back cover)

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

For more specific information, please consult your tax adviser.

• NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE

(Unaudited)

Dear Shareholder,

From all of us here at Victory Capital, thank you for your ongoing confidence and for letting us help you work toward your investment goals.

James De Vries

President,
Victory Funds

Victory Extended Market Index Fund

Manager's Commentary
(Unaudited)

• What were the market conditions over the reporting period?

• How did the Victory Extended Market Index Fund (the "Fund") perform during the reporting period?

The Fund's fiscal year-end changed this year to April 30 from December 31, resulting in a shorter reporting period for fiscal year ended 2023. For the four-month reporting period ended April 30, 2023, the Fund posted a total return (at net asset value) of 3.58%, while its benchmark index, the Wilshire 4500 Completion Index^SM, posted a return of 3.66%.

• Please describe sector performance during the reporting period.

During the year, the Fund had a positive absolute return. Eight out of eleven sectors were positive. The Fund had a small allocation to derivatives during the period that did not have a material impact on performance.

Thank you for allowing us to assist you with your investment needs.

"Wilshire^®, the Wilshire Indexes^SM and Wilshire 4500 Completion Index^SM are service marks of Wilshire Associates Incorporated ("Wilshire") and have been licensed for use by Victory Capital. All content of the Wilshire Indexes^SM and Wilshire 4500 Completion Index is © 2023 Wilshire Associates Incorporated, all rights reserved. Victory Extended Market Index Fund is not sponsored, endorsed, sold or promoted by Wilshire, and Wilshire makes no representations or warranties with respect to Victory Extended Market Index Fund."

Victory Extended Market Index Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended April 30, 2023

	Fund Shares
INCEPTION DATE	10/27/00
	Net Asset Value			Wilshire 4500 Completion Index¹
One Year		–5.37	%		–5.19	%
Five Year		6.57	%		6.91	%
Ten Year		8.86	%		9.59	%

Victory Extended Market Index Fund — Growth of $10,000

¹The Wilshire 4500 Completion Index^SM is an unmanaged market cap-weighted index consisting of the small and mid-cap companies in the U.S. equity market. The index consists of securities within the Wilshire 5000 Total Market Index (Parent Index) after eliminating the companies included in the S&P 500 Index. The Parent Index measures performance of all U.S. equity securities with readily available price data. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Victory Portfolios III
Victory Extended Market Index Fund

April 30, 2023

(Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to match, before fees and expenses, the performance of all small- and mid-cap stocks as measured by the Wilshire 4500 Completion Index^SM.

Sector Allocation*:

April 30, 2023

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (99.8%)
Communication Services (3.7%):
AdTheorent Holding Co., Inc. (a)		2,725	$	4
Advantage Solutions, Inc. (a)		8,596		11
Altice USA, Inc. Class A (a)		23,148		81
AMC Entertainment Holdings, Inc. (a) (b)		57,414		316
AMC Networks, Inc. Class A (a)		3,356		59
Angi, Inc. Class A (a)		8,776		20
Anterix, Inc. (a)		2,071		65
Arena Group Holdings, Inc. The (a)		1,681		7
AST SpaceMobile, Inc. (a) (b)		6,062		32
Atn International, Inc.		1,201		43
Bandwidth, Inc. Class A (a)		2,526		31
Boston Omaha Corp. Class A (a)		3,113		64
Bumble, Inc. Class A (a)		9,299		169
BuzzFeed, Inc. (a)		3,245		2
Cable One, Inc.		508		385
Cardlytics, Inc. (a) (b)		3,652		24
Cargurus, Inc. (a)		9,638		158
Cars.com, Inc. (a)		6,792		133
Charge Enterprises, Inc. (a)		10,882		12
Chicken Soup For The Soul Entertainment, Inc. (a) (b)		1,175		2
Cinedigm Corp. Class A (a)		17,256		7
Cinemark Holdings, Inc. (a)		12,010		203
Clear Channel Outdoor Holdings, Inc. (a)		52,274		66
Cogent Communications Holdings, Inc.		4,763		329
comScore, Inc. (a)		8,143		8
Consolidated Communications Holdings, Inc. (a)		8,146		32
Cumulus Media, Inc. Class A (a)		1,860		7
CuriosityStream, Inc. (a)		3,135		3
Daily Journal Corp. (a)		135		37
DHI Group, Inc. (a)		4,574		17
EchoStar Corp. Class A (a)		3,693		63
Emerald Holding, Inc. (a)		2,196		8
Endeavor Group Holdings, Inc. Class A (a)		20,431		527
Entercom Communications Corp. (a)		12,796		1
Entravision Communications Corp. Class A		8,046		50
Eventbrite, Inc. Class A (a)		8,809		64
EverQuote, Inc. Class A (a)		2,125		15
FaZe Holdings, Inc. (a)		5,441		3
FingerMotion, Inc. (a)		2,606		4
Frontier Communications Parent, Inc. (a)		24,433		551
fuboTV, Inc. (a) (b)		22,555		26
Gaia, Inc. (a)		1,450		4
Gannett Co., Inc. (a)		15,714		30
Genius Brands International, Inc. (a)		3,317		9
Globalstar, Inc. (a)		78,701		71
Gogo, Inc. (a)		6,703		90
Gray Television, Inc.		9,103		70
Grindr, Inc. (a)		1,166		7

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Harte-Hanks, Inc. (a)		557	$	5
IAC, Inc. (a)		8,749		453
IDT Corp. Class B (a)		1,770		59
iHeartMedia, Inc. Class A (a)		13,233		46
Innovid Corp. (a)		7,188		7
Iridium Communications, Inc.		12,703		806
IZEA Worldwide, Inc. (a)		6,632		4
John Wiley & Sons, Inc. Class A		4,812		186
KORE Group Holdings, Inc. (a)		4,530		6
Lee Enterprises, Inc. (a)		549		6
Liberty Broadband Corp. Class C (a)		13,130		1,113
Liberty Latin America Ltd. Class C (a)		15,921		141
Liberty Media Corp.-Liberty Braves Class C (a)		4,192		159
Liberty Media Corp.-Liberty Formula One Class C (a)		22,209		1,603
Liberty Media Corp.-Liberty SiriusXM Class A (a)		10,551		296
Liberty Media Corp.-Liberty SiriusXM Class C (a)		22,066		617
Liberty TripAdvisor Holdings, Inc. Class A (a)		7,975		6
Lions Gate Entertainment Corp. Class A (a)		6,166		71
Lions Gate Entertainment Corp. Class B (a)		13,352		142
LiveOne, Inc. (a)		8,685		15
Lumen Technologies, Inc.		111,074		263
Madison Square Garden Entertainment Corp. (a) (b)		2,915		94
Madison Square Garden Sports Corp.		1,821		365
Magnite, Inc. (a)		13,014		122
MediaAlpha, Inc. Class A (a)		2,609		19
Nexstar Media Group, Inc.		3,914		679
Nextdoor Holdings, Inc. (a)		11,524		24
Ooma, Inc. (a)		2,556		31
Outbrain, Inc. (a)		3,591		14
Pinterest, Inc. Class A (a)		65,284		1,502
Playstudios, Inc. (a)		9,022		40
Playtika Holding Corp. (a)		4,912		49
PubMatic, Inc. Class A (a)		4,596		63
QuinStreet, Inc. (a)		5,485		61
Quotient Technology, Inc. (a)		9,751		27
Radius Global Infrastructure, Inc. Class A (a)		9,822		144
Reservoir Media, Inc. (a)		3,534		23
ROBLOX Corp. Class A (a)		48,025		1,710
Roku, Inc. (a)		13,516		760
Rumble, Inc. (a) (b)		8,742		70
Saga Communications, Inc. Class A		502		11
Scholastic Corp.		3,191		123
Shenandoah Telecommunications Co.		5,401		112
Shutterstock, Inc.		2,691		180
Sinclair Broadcast Group, Inc. Class A (b)		4,726		94
Sirius XM Holdings, Inc. (b)		74,107		282
Skillz, Inc. (a) (b)		29,544		18
Snap, Inc. Class A (a)		108,560		946
Sphere Entertainment Co. (a)		2,915		82
Spok Holdings, Inc.		1,986		24

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Stagwell, Inc. (a)		11,136	$	69
SurgePays, Inc. (a)		945		4
System1, Inc. (a)		1,946		6
Taboola.com Ltd. (a)		9,934		23
TechTarget, Inc. (a)		2,923		100
TEGNA, Inc.		24,769		424
Telephone and Data Systems, Inc.		10,947		109
The E.W. Scripps Co. Class A (a)		6,654		56
The Marcus Corp.		2,460		43
The New York Times Co. Class A		18,171		722
The Trade Desk, Inc. Class A (a)		49,531		3,187
Thryv Holdings, Inc. (a)		3,592		81
Townsquare Media, Inc. Class A		1,103		10
TripAdvisor, Inc. (a)		11,884		211
TrueCar, Inc. (a)		7,206		19
United States Cellular Corp. (a)		1,580		34
Urban One, Inc. (a)		1,657		10
Urban One, Inc. (a)		982		7
Vimeo, Inc. (a)		15,837		52
Vinco Ventures, Inc. (a) (b)		27,897		5
Vivid Seats, Inc. Class A (a) (b)		8,471		61
Warner Music Group Corp. Class A		13,790		420
WideOpenWest, Inc. (a)		5,785		66
World Wrestling Entertainment, Inc. Class A		4,760		510
Yelp, Inc. (a)		7,264		217
Zedge, Inc. Class B (a)		1,325		3
Ziff Davis, Inc. (a)		5,183		379
ZipRecruiter, Inc. (a)		5,545		94
ZoomInfo Technologies, Inc. (a)		31,711		695
				25,210
Consumer Discretionary (12.4%):
1-800-Flowers.com, Inc. Class A (a)		3,210		30
1stdibs.com, Inc. (a)		2,660		10
2U, Inc. (a)		8,419		47
Abercrombie & Fitch Co. (a)		5,382		127
Academy Sports & Outdoors, Inc.		8,581		545
Accel Entertainment, Inc. (a)		6,565		58
Acushnet Holdings Corp.		3,600		180
Adient PLC (a)		10,581		391
ADT, Inc.		34,638		232
Adtalem Global Education, Inc. (a)		4,940		200
Airbnb, Inc. Class A (a)		43,071		5,154
Allbirds, Inc. Class A (a)		10,347		13
AMCON Distributing Co.		17		3
American Axle & Manufacturing Holdings, Inc. (a)		12,196		87
American Eagle Outfitters, Inc.		19,110		256
American Outdoor Brands, Inc. (a)		1,269		11
American Public Education, Inc. (a)		2,010		11
America's Car-Mart, Inc. (a)		649		52
AMMO, Inc. (a)		9,902		19

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Aramark		28,899	$	1,003
Arhaus, Inc. (a)		2,253		18
Ark Restaurants Corp.		198		3
Arko Corp.		7,399		62
Asbury Automotive Group, Inc. (a)		2,406		465
Aterian, Inc. (a)		8,335		7
Autoliv, Inc.		9,658		829
AutoNation, Inc. (a)		3,153		415
AYRO, Inc. (a)		3,566		2
Bally's Corp. (a)		4,341		75
BARK, Inc. (a)		10,152		11
Barnes & Noble Education, Inc. (a)		3,889		6
Bassett Furniture Industries, Inc.		933		13
Beazer Homes USA, Inc. (a)		3,126		67
Big 5 Sporting Goods Corp. (b)		2,336		18
Big Lots, Inc. (b)		3,115		28
Biglari Holdings, Inc. Class B (a)		232		40
BJ's Restaurants, Inc. (a)		2,542		83
Bloomin' Brands, Inc.		9,345		231
Bluegreen Vacations Holding Corp.		1,390		40
Boot Barn Holdings, Inc. (a)		3,307		240
Bowlero Corp. (a)		11,065		162
Boyd Gaming Corp.		8,116		563
Bright Horizons Family Solutions, Inc. (a)		6,406		488
Brilliant Earth Group, Inc. (a)		1,190		5
Brinker International, Inc. (a)		4,839		193
Brunswick Corp.		7,813		662
Build-A-Bear Workshop, Inc.		1,504		35
Burlington Stores, Inc. (a)		7,304		1,408
Caleres, Inc.		3,791		86
Camping World Holdings, Inc. Class A		4,267		96
Canoo, Inc. (a) (b)		32,176		24
Canterbury Park Holding Corp.		257		6
CarParts.com, Inc. (a)		5,562		26
Carriage Services, Inc.		1,452		42
Carrols Restaurant Group, Inc. (a)		3,760		14
Carter's, Inc.		4,093		286
Carvana Co. (a) (b)		9,852		68
Cavco Industries, Inc. (a)		906		272
Cenntro Electric Group Ltd. (a)		19,030		7
Century Casinos, Inc. (a)		2,977		21
Century Communities, Inc.		3,133		211
Charles & Colvard Ltd. (a)		2,836		3
Chegg, Inc. (a)		13,755		247
Chewy, Inc. Class A (a)		10,431		323
Chico's FAS, Inc. (a)		13,592		68
Choice Hotels International, Inc.		3,574		456
Churchill Downs, Inc.		3,686		1,078
Chuy's Holdings, Inc. (a)		1,996		70
Citi Trends, Inc. (a)		900		16

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Clarus Corp.		2,737	$	27
Columbia Sportswear Co.		3,971		332
Conn's, Inc. (a)		1,636		8
ContextLogic, Inc. Class A (a)		2,099		15
Cooper-Standard Holdings, Inc. (a)		1,878		25
Coupang, Inc. (a)		126,931		2,127
Coursera, Inc. (a)		11,235		140
Cracker Barrel Old Country Store, Inc.		2,437		259
Crocs, Inc. (a)		6,642		821
Crown Crafts, Inc.		1,008		6
Culp, Inc. (a)		1,225		7
Dana, Inc.		15,905		235
Dave & Buster's Entertainment, Inc. (a)		5,249		186
Deckers Outdoor Corp. (a)		2,923		1,401
Delta Apparel, Inc. (a)		659		7
Denny's Corp. (a)		6,069		68
Designer Brands, Inc. Class A		5,510		45
Destination XL Group, Inc. (a)		6,648		29
Dick's Sporting Goods, Inc.		6,437		933
Dillard's, Inc. Class A		1,002		299
Dine Brands Global, Inc.		1,634		106
DoorDash, Inc. Class A (a)		26,629		1,629
Dorman Products, Inc.		2,921		252
DraftKings, Inc. (a)		42,508		931
Dream Finders Homes, Inc. Class A (a)		2,503		38
Duluth Holdings, Inc. Class B (a)		3,165		20
Duolingo, Inc. (a)		3,014		410
Dutch Bros, Inc. Class A (a) (b)		4,541		141
El Pollo Loco Holdings, Inc.		2,200		20
Envela Corp. (a)		844		5
Escalade, Inc.		990		15
Ethan Allen Interiors, Inc.		2,556		71
European Wax Center, Inc. Class A (a)		3,195		60
Everi Holdings, Inc. (a)		9,712		148
EVgo, Inc. (a) (b)		7,615		46
Express, Inc. (a) (b)		7,269		6
F45 Training Holdings, Inc. (a)		5,233		4
Faraday Future Intelligent Electric, Inc. (a) (b)		49,006		8
FAT Brands, Inc. (b)		445		2
First Watch Restaurant Group, Inc. (a)		1,857		30
Fisker, Inc. (a) (b)		19,716		127
Five Below, Inc. (a)		6,034		1,191
Flexsteel Industries, Inc.		418		7
Floor & Decor Holdings, Inc. Class A (a)		11,653		1,158
Foot Locker, Inc.		8,993		378
Fossil Group, Inc. (a)		5,227		18
Fox Factory Holding Corp. (a)		4,736		525
Franchise Group, Inc.		2,583		76
Frontdoor, Inc. (a)		9,131		250
Full House Resorts, Inc. (a)		3,661		26

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Funko, Inc. Class A (a)		3,488	$	34
GameStop Corp. Class A (a) (b)		28,667		553
GAN Ltd. (a)		4,532		8
Genesco, Inc. (a)		1,328		46
Gentex Corp.		26,240		724
Gentherm, Inc. (a)		3,682		220
G-III Apparel Group Ltd. (a)		4,683		74
Golden Entertainment, Inc. (a)		2,305		97
GoPro, Inc. Class A (a)		13,979		60
Graham Holdings Co. Class B		418		241
Grand Canyon Education, Inc. (a)		3,408		405
Green Brick Partners, Inc. (a)		4,849		181
Group 1 Automotive, Inc.		1,529		343
Groupon, Inc. (a) (b)		1,874		7
GrowGeneration Corp. (a)		6,485		22
Guess?, Inc.		3,173		60
H&R Block, Inc.		16,892		573
Hall of Fame Resort & Entertainment Co. (a) (b)		420		3
Hamilton Beach Brands Holding Co. Class A		629		6
Hanesbrands, Inc.		38,754		203
Harley-Davidson, Inc.		16,217		602
Haverty Furniture Cos., Inc.		1,482		45
Helen of Troy Ltd. (a)		2,661		267
Hibbett, Inc.		1,383		75
Hilton Grand Vacations, Inc. (a)		8,925		382
Holley, Inc. (a)		6,491		16
Hooker Furniture Corp.		1,232		19
Hovnanian Enterprises, Inc. Class A (a)		513		38
Hyatt Hotels Corp. Class A (a)		5,145		588
Inspired Entertainment, Inc. (a)		2,666		34
Installed Building Products, Inc.		2,601		323
iRobot Corp. (a)		2,981		117
J. Jill, Inc. (a)		489		12
Jack in the Box, Inc.		1,468		136
JAKKS Pacific, Inc. (a)		839		19
Jerash Holdings US, Inc.		568		3
JOANN, Inc.		1,233		2
Johnson Outdoors, Inc. Class A		931		54
KB Home		9,034		396
Kirkland's, Inc. (a) (b)		1,272		4
Kohl's Corp.		11,761		259
Kontoor Brands, Inc.		6,090		275
Koss Corp. (a) (b)		565		2
Krispy Kreme, Inc. (b)		7,317		113
Kura Sushi USA, Inc. Class A (a)		463		32
Lakeland Industries, Inc.		780		9
Lands' End, Inc. (a)		1,442		10
Landsea Homes Corp. (a)		1,055		7
Latham Group, Inc. (a)		4,593		11
Laureate Education, Inc.		13,898		172

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
La-Z-Boy, Inc.		4,786	$	137
Lazydays Holdings, Inc. (a)		1,015		12
LCI Industries		2,735		309
Lear Corp.		6,626		846
Legacy Housing Corp. (a)		1,095		24
Leggett & Platt, Inc.		14,745		476
Leslie's, Inc. (a)		18,934		205
Levi Strauss & Co. Class A		9,625		139
LGI Homes, Inc. (a)		2,270		270
Life Time Group Holdings, Inc. (a)		3,917		81
Lifetime Brands, Inc.		1,331		7
Light & Wonder, Inc. (a)		10,094		609
Lincoln Educational Services Corp. (a)		2,470		14
Lindblad Expeditions Holdings, Inc. (a)		3,869		44
Lithia Motors, Inc.		3,002		663
Live Ventures, Inc. (a)		121		4
Lordstown Motors Corp. Class A (a) (b)		18,962		10
Lucid Group, Inc. (a) (b)		57,428		456
Lululemon Athletica, Inc. (a)		12,481		4,742
Lulu's Fashion Lounge Holdings, Inc. (a)		1,620		4
Lumber Liquidators Holdings, Inc. (a)		3,151		10
Luminar Technologies, Inc. (a) (b)		25,007		151
M/I Homes, Inc. (a)		2,914		197
Macy's, Inc.		30,379		496
Malibu Boats, Inc. Class A (a)		2,234		127
Marine Products Corp.		1,151		16
MarineMax, Inc. (a)		2,375		69
Marriott Vacations Worldwide Corp.		3,839		517
MasterCraft Boat Holdings, Inc. (a)		1,932		57
Mattel, Inc. (a)		39,459		710
MDC Holdings, Inc.		6,425		263
Meritage Homes Corp.		3,975		509
Mister Car Wash, Inc. (a)		8,885		78
Modine Manufacturing Co. (a)		5,606		117
Monarch Casino & Resort, Inc.		1,509		105
Mondee Holdings, Inc. (a)		1,106		11
Monro, Inc.		3,412		167
Motorcar Parts of America, Inc. (a)		2,095		10
Movado Group, Inc.		1,707		44
Mullen Automotive, Inc. (a) (b)		148,720		11
Murphy USA, Inc.		2,213		609
Muscle Maker, Inc. (a)		2,758		3
Nathan's Famous, Inc.		343		26
National Vision Holdings, Inc. (a)		8,666		182
Nautilus, Inc. (a)		3,245		4
Nerdy, Inc. (a)		6,951		28
Newegg Commerce, Inc. (a)		2,101		2
Noodles & Co. (a)		4,125		20
Nordstrom, Inc. (b)		10,762		166
Ollie's Bargain Outlet Holdings, Inc. (a)		6,486		423

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
OneWater Marine, Inc. (a) (b)		1,157	$	31
Overstock.com, Inc. (a)		4,996		102
Oxford Industries, Inc.		1,714		177
Papa John's International, Inc.		3,808		285
Patrick Industries, Inc.		2,386		164
Peloton Interactive, Inc. Class A (a)		33,722		299
Penn Entertainment, Inc. (a)		16,927		504
Penske Automotive Group, Inc.		2,322		322
Perdoceo Education Corp. (a)		7,300		95
Petco Health & Wellness Co., Inc. (a)		16,870		168
PetMed Express, Inc.		2,267		35
Planet Fitness, Inc. Class A (a)		9,066		754
PlayAGS, Inc. (a)		4,146		22
PLBY Group, Inc. (a)		2,489		4
Polaris, Inc.		6,011		653
Polished.com, Inc. (a)		10,963		5
Portillo's, Inc. Class A (a)		4,276		92
Potbelly Corp. (a)		2,291		24
Purple Innovation, Inc.		11,622		35
PVH Corp.		7,029		603
QuantumScape Corp. (a) (b)		28,760		201
Qurate Retail, Inc. Class A (a)		38,116		30
RCI Hospitality Holdings, Inc.		910		68
Red Robin Gourmet Burgers, Inc. (a)		1,696		22
Red Rock Resorts, Inc. Class A		5,459		266
Regis Corp. (a)		4,491		6
Rent the Runway, Inc. Class A (a) (b)		4,213		11
Revolve Group, Inc. (a)		4,520		93
RH (a)		2,281		582
Rivian Automotive, Inc. Class A (a)		66,506		853
Rocky Brands, Inc.		764		22
Rover Group, Inc. (a)		10,500		48
RumbleON, Inc. Class B (a) (b)		1,085		7
Rush Street Interactive, Inc. (a)		6,107		19
Ruth's Hospitality Group, Inc.		3,371		54
Sabre Corp. (a)		33,872		135
Sally Beauty Holdings, Inc. (a)		11,786		168
SeaWorld Entertainment, Inc. (a)		7,015		376
Service Corp. International		16,635		1,168
Shake Shack, Inc. Class A (a)		4,185		229
Shift Technologies, Inc. (a)		1,400		2
Shoe Carnival, Inc.		1,826		42
Signet Jewelers Ltd.		4,837		356
Six Flags Entertainment Corp. (a)		9,224		224
Skechers USA, Inc. Class A (a)		14,737		784
Skyline Champion Corp. (a)		6,264		465
Sleep Number Corp. (a)		2,341		53
Smith & Wesson Brands, Inc.		5,040		61
Snap One Holdings Corp. (a)		1,955		19
Soho House & Co., Inc. (a) (b)		5,215		34

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Solid Power, Inc. (a)		12,804	$	29
Solo Brands, Inc. Class A (a)		2,422		19
Sonder Holdings, Inc. (a)		15,636		6
Sonic Automotive, Inc. Class A		1,588		71
Sonos, Inc. (a)		13,270		281
Sportsman's Warehouse Holdings, Inc. (a)		4,139		26
Standard Motor Products, Inc.		2,127		77
Steven Madden Ltd.		8,442		296
Stitch Fix, Inc. Class A (a) (b)		8,708		30
Stoneridge, Inc. (a)		2,909		55
Strategic Education, Inc.		2,657		234
Strattec Strategy Corp. (a)		419		8
Stride, Inc. (a)		4,540		195
Sturm Ruger & Co., Inc.		1,920		111
Superior Group of Cos., Inc.		1,244		10
Superior Industries International, Inc. (a)		2,360		12
Sweetgreen, Inc. Class A (a)		9,922		79
Target Hospitality Corp. (a)		3,160		40
Taylor Morrison Home Corp. (a)		11,533		497
Tempur Sealy International, Inc.		18,706		701
Texas Roadhouse, Inc.		7,423		821
The Aaron's Co., Inc.	��	3,345		45
The Beachbody Co., Inc. (a) (b)		14,935		7
The Buckle, Inc.		3,311		111
The Cato Corp. Class A		1,970		16
The Cheesecake Factory, Inc.		5,359		181
The Children's Place, Inc. (a)		1,288		38
The Container Store Group, Inc. (a)		3,743		12
The Gap, Inc.		22,907		220
The Goodyear Tire & Rubber Co. (a)		31,394		335
The Lovesac Co. (a)		1,465		39
The ODP Corp. (a)		4,369		189
The ONE Group Hospitality, Inc. (a)		2,818		22
The RealReal, Inc. (a) (b)		9,451		11
The Wendy's Co.		21,958		485
Thor Industries, Inc.		5,696		450
ThredUp, Inc. Class A (a) (b)		7,290		19
Tile Shop Holdings, Inc. (a)		2,882		14
Tilly's, Inc. Class A (a)		2,473		19
Toll Brothers, Inc.		12,266		784
TopBuild Corp. (a)		3,547		800
Topgolf Callaway Brands Corp. (a)		15,534		344
Torrid Holdings, Inc. (a)		1,161		4
Traeger, Inc. (a) (b)		6,456		20
Travel + Leisure Co.		8,431		323
TravelCenters of America, Inc. (a)		1,489		128
Tri Pointe Homes, Inc. (a)		11,095		318
Tupperware Brands Corp. (a)		4,136		5
Udemy, Inc. (a)		5,375		49
Under Armour, Inc. Class A (a)		21,143		188

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Under Armour, Inc. Class C (a)		20,253	$	163
Unifi, Inc. (a)		1,719		15
Universal Electronics, Inc. (a)		1,349		14
Universal Technical Institute, Inc. (a)		3,654		26
Upbound Group, Inc.		5,494		146
Urban Outfitters, Inc. (a)		5,783		156
Vacasa, Inc. Class A (a)		11,386		9
Vail Resorts, Inc.		4,473		1,076
Valvoline, Inc.		19,266		666
Vera Bradley, Inc. (a)		2,594		14
Victoria's Secret & Co. (a)		8,060		250
Vince Holding Corp. (a)		386		3
Vista Outdoor, Inc. (a)		6,150		148
Visteon Corp. (a)		3,127		439
Vizio Holding Corp. Class A (a)		7,777		67
Volcon, Inc. (a)		1,911		2
VOXX International Corp. (a)		1,388		18
Vroom, Inc. (a)		14,397		12
Vuzix Corp. (a) (b)		6,641		27
W.W. International, Inc. (a)		7,665		64
Wag! Group Co. (a)		1,236		3
Warby Parker, Inc. Class A (a)		9,245		97
Wayfair, Inc. Class A (a)		8,121		283
Weyco Group, Inc.		550		15
Williams-Sonoma, Inc.		7,385		894
Wingstop, Inc.		3,253		651
Winmark Corp.		308		103
Winnebago Industries, Inc.		3,251		189
Wolverine World Wide, Inc.		8,580		144
Workhorse Group, Inc. (a) (b)		18,411		17
Wyndham Hotels & Resorts, Inc.		9,483		647
XPEL, Inc. (a)		2,258		165
Xponential Fitness, Inc. Class A (a)		2,187		72
XWELL, Inc. (a)		9,137		2
YETI Holdings, Inc. (a)		9,567		377
Yum China Holdings, Inc.		45,478		2,782
Yunhong CTI Ltd. (a)		1,745		2
Zumiez, Inc. (a)		1,748		31
				84,083
Consumer Staples (2.9%):
22nd Century Group, Inc. (a) (b)		23,400		17
Albertsons Cos., Inc. Class A		21,609		452
Alico, Inc.		511		12
AppHarvest, Inc. (a) (b)		13,421		6
B&G Foods, Inc.		7,870		126
BellRing Brands, Inc. (a)		14,818		533
Benson Hill, Inc. (a)		18,275		19
Beyond Meat, Inc. (a) (b)		6,356		86
BJ's Wholesale Club Holdings, Inc. (a)		14,913		1,139
BRC, Inc. Class A (a) (b)		5,928		31

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Calavo Growers, Inc.		1,888	$	60
Cal-Maine Foods, Inc.		4,549		216
Casey's General Stores, Inc.		4,175		955
Celsius Holdings, Inc. (a)		4,954		473
Central Garden & Pet Co. (a)		1,045		39
Central Garden & Pet Co. Class A (a)		4,429		157
Coca-Cola Consolidated, Inc.		525		310
Coty, Inc. Class A (a)		38,213		454
Darling Ingredients, Inc. (a)		17,779		1,059
Dole PLC (b)		6,486		80
e.l.f. Beauty, Inc. (a)		5,613		521
Edgewell Personal Care Co.		5,703		249
Energizer Holdings, Inc.		7,363		246
Farmer Brothers Co. (a)		1,699		5
Flowers Foods, Inc.		21,780		599
Fresh Del Monte Produce, Inc.		4,181		120
Freshpet, Inc. (a)		5,219		360
Grocery Outlet Holding Corp. (a)		10,028		299
Herbalife Ltd. (a)		10,642		158
Honest Co., Inc. (a)		5,918		10
Hostess Brands, Inc. (a)		14,507		374
Ingles Markets, Inc. Class A		1,612		148
Ingredion, Inc.		7,095		753
Inter Parfums, Inc.		2,000		304
J & J Snack Foods Corp.		1,660		254
John B Sanfilippo & Son, Inc.		984		102
Lancaster Colony Corp.		2,100		439
Lifecore Biomedical, Inc. (a)		3,318		14
Lifevantage Corp.		1,268		4
Lifeway Foods, Inc. (a)		572		3
Limoneira Co.		1,838		31
Local Bounti Corp. (a)		4,762		3
MamaMancini's Holdings, Inc. (a)		2,237		5
Medifast, Inc.		1,192		109
MGP Ingredients, Inc.		1,528		151
Mission Produce, Inc. (a)		4,751		54
National Beverage Corp. (a)		2,406		120
Natural Alternatives International, Inc. (a)		541		5
Natural Grocers by Vitamin Cottage, Inc.		1,070		12
Natural Health Trends Corp.		780		5
Nature's Sunshine Products, Inc. (a)		2,018		22
Nu Skin Enterprises, Inc. Class A		5,431		214
Oil-Dri Corp. of America		544		23
Olaplex Holdings, Inc. (a)		13,820		51
Performance Food Group Co. (a)		16,970		1,064
Pilgrim's Pride Corp. (a)		4,505		103
Post Holdings, Inc. (a)		5,942		538
PriceSmart, Inc.		2,853		210
Reynolds Consumer Products, Inc.		6,114		171
Rite Aid Corp. (a) (b)		6,079		13

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Seaboard Corp.		28	$	110
Seneca Foods Corp. Class A (a)		581		28
Sovos Brands, Inc. (a)		4,072		70
SpartanNash Co.		3,873		95
Spectrum Brands Holdings, Inc.		4,457		296
Splash Beverage Group, Inc. (a)		3,414		4
Sprouts Farmers Market, Inc. (a)		11,433		396
Tattooed Chef, Inc. (a)		5,435		8
The Alkaline Water Co., Inc. (a)		1,029		1
The Andersons, Inc.		3,529		158
The Beauty Health Co. (a)		9,332		107
The Boston Beer Co., Inc. Class A (a)		1,066		338
The Chefs' Warehouse, Inc. (a)		3,763		125
The Duckhorn Portfolio, Inc. (a)		4,646		70
The Hain Celestial Group, Inc. (a)		9,919		178
The Real Good Food Co., Inc. (a)		645		3
The Simply Good Foods Co. (a)		10,925		397
The Vita Coco Co., Inc. (a) (b)		2,757		60
Thorne HealthTech, Inc. (a)		1,258		6
Tootsie Roll Industries, Inc.		1,725		71
TreeHouse Foods, Inc. (a)		6,224		331
Turning Point Brands, Inc.		1,810		43
U.S. Foods Holding Corp. (a)		24,380		936
United Natural Foods, Inc. (a)		6,637		181
United-Guardian, Inc.		324		3
Universal Corp.		2,669		147
Upexi, Inc. (a)		1,106		4
USANA Health Sciences, Inc. (a)		1,249		83
Utz Brands, Inc.		7,335		139
Vector Group Ltd.		14,917		190
Veru, Inc. (a) (b)		7,229		9
Village Super Market, Inc. Class A		916		20
Vintage Wine Estates, Inc. (a)		3,662		5
Vital Farms, Inc. (a)		2,829		36
WD-40 Co.		1,507		287
Weis Markets, Inc.		1,688		139
Westrock Coffee Co. (a)		2,112		26
Whole Earth Brands, Inc. (a)		3,763		9
Zevia PBC Class A (a)		3,820		13
				19,212
Energy (4.1%):
Adams Resources & Energy, Inc.		269		10
Aemetis, Inc. (a) (b)		3,493		8
American Resources Corp. (a)		4,772		5
Amplify Energy Corp. (a)		4,221		29
Antero Midstream Corp.		36,468		392
Antero Resources Corp. (a)		29,113		669
Arch Resources, Inc.		1,904		233
Archrock, Inc.		15,170		156
Ardmore Shipping Corp.		4,097		60

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Berry Corp.		8,320	$	64
BP Prudhoe Bay Royalty Trust (b)		2,397		17
Bristow Group, Inc. (a)		3,045		68
Cactus, Inc. Class A		7,046		285
California Resources Corp.		6,809		276
Callon Petroleum Co. (a)		5,867		194
Camber Energy, Inc. (a)		1,498		2
Centrus Energy Corp. Class A (a)		1,310		38
ChampionX Corp.		22,035		597
Cheniere Energy, Inc.		27,035		4,136
Chesapeake Energy Corp.		12,610		1,043
Chord Energy Corp.		4,476		637
Civitas Resources, Inc.		7,640		528
Clean Energy Fuels Corp. (a)		18,443		79
CNX Resources Corp. (a)		18,682		290
Comstock Resources, Inc.		12,128		139
CONSOL Energy, Inc.		3,776		224
Crescent Energy Co. Class A (b)		4,274		50
Cross Timbers Royalty Trust (b)		673		14
CVR Energy, Inc.		11,265		297
Delek U.S. Holdings, Inc.		7,351		160
Denbury, Inc. (a)		5,413		505
Diamond Offshore Drilling, Inc. (a)		11,262		129
DMC Global, Inc. (a)		2,078		39
Dorian LPG Ltd.		3,753		83
Dril-Quip, Inc. (a)		3,686		101
DT Midstream, Inc.		10,856		535
Earthstone Energy, Inc. Class A (a)		5,787		78
Empire Petroleum Corp. (a)		1,090		12
ENGlobal Corp. (a)		3,295		1
Epsilon Energy Ltd.		2,252		12
Equitrans Midstream Corp.		48,008		247
Evolution Petroleum Corp.		3,437		23
Excelerate Energy, Inc. Class A		2,941		63
Expro Group Holdings NV (a)		10,844		216
Forum Energy Technologies, Inc. (a)		1,067		24
Geospace Technologies Corp. (a)		1,353		10
Gevo, Inc. (a) (b)		25,783		30
Green Plains, Inc. (a)		6,378		218
Gulf Island Fabrication, Inc. (a)		1,605		6
Gulfport Energy Corp. (a)		2,069		187
Hallador Energy Co. (a)		2,512		20
Helix Energy Solutions Group, Inc. (a)		15,990		116
Helmerich & Payne, Inc.		11,240		373
HF Sinclair Corp.		17,366		766
HighPeak Energy, Inc. (b)		1,901		38
Houston American Energy Corp. (a)		990		2
Independence Contract Drilling, Inc. (a)		1,434		4
International Seaways, Inc.		3,794		151
KLX Energy Services Holdings, Inc. (a)		1,128		11

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Kosmos Energy Ltd. (a)		50,060	$	320
Liberty Energy, Inc.		17,958		230
Lightbridge Corp. (a)		1,102		4
Magnolia Oil & Gas Corp. Class A		18,908		399
Mammoth Energy Services, Inc. (a)		4,558		17
Matador Resources Co.		12,314		604
Mesa Royalty Trust		209		4
Murphy Oil Corp.		16,580		609
Nabors Industries Ltd. (a)		992		99
NACCO Industries, Inc. Class A		382		14
National Energy Services Reunited Corp. (a)		9,161		28
Natural Gas Services Group, Inc. (a)		1,071		11
New Fortress Energy, Inc.		8,655		262
Newpark Resources, Inc. (a)		8,743		35
Nextdecade Corp. (a) (b)		14,237		89
NexTier Oilfield Solutions, Inc. (a)		19,637		159
Nine Energy Service, Inc. (a)		2,865		11
North European Oil Royalty Trust		1,019		14
Northern Oil and Gas, Inc.		8,122		269
NOV, Inc.		43,577		730
Oceaneering International, Inc. (a)		10,997		195
Oil States International, Inc. (a)		6,873		48
OPAL Fuels, Inc. (a)		1,725		14
Overseas Shipholding Group, Inc. Class A (a)		7,197		28
Ovintiv, Inc.		27,300		985
Par Pacific Holdings, Inc. (a)		6,555		154
Patterson-UTI Energy, Inc.		23,461		263
PBF Energy, Inc. Class A		12,861		448
PDC Energy, Inc.		10,118		658
Peabody Energy Corp. (a)		15,964		383
PEDEVCO Corp. (a)		2,786		2
Permian Basin Royalty Trust		4,701		113
Permian Resources Corp.		22,952		240
Permianville Royalty Trust		2,624		7
PermRock Royalty Trust		776		5
PHX Minerals, Inc.		3,067		8
PrimeEnergy Resources Corp. (a)		66		6
ProPetro Holding Corp. (a)		9,111		63
Range Resources Corp.		26,264		695
Ranger Energy Services, Inc. (a)		1,477		17
Ranger Oil Corp.		2,103		87
REX American Resources Corp. (a)		1,715		48
Riley Exploration Permian, Inc. (b)		723		30
Ring Energy, Inc. (a)		10,356		19
RPC, Inc.		10,194		75
Sabine Royalty Trust		1,569		118
San Juan Basin Royalty Trust (b)		4,962		38
SandRidge Energy, Inc. (a)		4,090		58
SEACOR Marine Holdings, Inc. (a)		2,512		21
Select Energy Services, Inc. Class A		8,683		64

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
SFL Corp. Ltd.		11,798	$	107
SilverBow Resources, Inc. (a)		1,050		25
Sitio Royalties Corp. Class A		8,380		213
SM Energy Co.		13,389		376
Smart Sand, Inc. (a)		3,246		6
Solaris Oilfield Infrastructure, Inc. Class A		3,173		24
Southwestern Energy Co. (a)		110,053		571
Talos Energy, Inc. (a)		12,461		170
Teekay Corp. (a)		7,762		44
Tellurian, Inc. (a) (b)		58,720		83
TETRA Technologies, Inc. (a)		13,114		37
Texas Pacific Land Corp.		864		1,277
Tidewater, Inc. (a)		5,213		235
U.S. Silica Holdings, Inc. (a)		8,060		105
Uranium Energy Corp. (a) (b)		40,607		106
VAALCO Energy, Inc.		11,900		51
Vertex Energy, Inc. (a) (b)		7,036		56
Vital Energy, Inc. (a)		1,787		83
Vitesse Energy, Inc.		2,429		45
Voc Energy Trust		1,218		10
W&T Offshore, Inc. (a)		10,586		46
Weatherford International PLC (a)		7,784		503
World Fuel Services Corp.		6,729		159
				27,830
Financials (18.5%):
1st Source Corp.		1,992		83
Acacia Research Corp. (a)		4,724		18
Acres Commercial Realty Corp. (a)		883		8
AFC Gamma, Inc.		1,803		22
Affiliated Managers Group, Inc.		3,978		574
Affirm Holdings, Inc. (a)		23,064		227
AG Mortgage Investment Trust, Inc.		2,224		12
AGNC Investment Corp.		63,747		632
Alerus Financial Corp.		1,993		29
Ally Financial, Inc.		33,129		874
AlTi Global, Inc. (a) (b)		2,576		16
Amalgamated Financial Corp.		1,856		30
A-Mark Precious Metals, Inc.		2,003		72
Ambac Financial Group, Inc. (a)		4,938		79
Amerant Bancorp, Inc.		2,615		49
American Equity Investment Life Holding Co.		9,309		359
American Financial Group, Inc.		8,783		1,078
American National Bankshares, Inc.		1,141		33
Ameris Bancorp		7,304		245
AMERISAFE, Inc.		2,103		117
Ames National Corp.		988		19
Angel Oak Mortgage, Inc. (b)		2,121		16
Annaly Capital Management, Inc.		55,310		1,105
Apollo Commercial Real Estate Finance, Inc.		15,670		159
Apollo Global Management, Inc.		44,246		2,805

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Arbor Realty Trust, Inc.		18,336	$	210
Ares Commercial Real Estate Corp.		6,056		52
Ares Management Corp. Class A		15,546		1,362
Argo Group International Holdings Ltd.		3,614		106
Arlington Asset Investment Corp. Class A (a)		2,827		7
ARMOUR Residential REIT, Inc.		21,384		109
Arrow Financial Corp.		1,781		38
Artisan Partners Asset Management, Inc. Class A		7,391		256
Ashford, Inc. (a)		199		2
AssetMark Financial Holdings, Inc. (a)		2,399		74
Associated Banc-Corp.		16,531		295
Associated Capital Group, Inc. Class A		334		12
Assured Guaranty Ltd.		6,220		335
Atlantic Union Bankshares Corp.		8,289		237
Atlanticus Holdings Corp. (a)		519		15
Avantax, Inc. (a)		5,233		133
AvidXchange Holdings, Inc. (a)		14,249		106
Axis Capital Holdings Ltd.		8,633		488
Axos Financial, Inc. (a)		5,983		243
B Riley Financial, Inc. (b)		1,570		49
Bakkt Holdings, Inc. (a) (b)		6,338		9
Banc of California, Inc.		6,166		70
BancFirst Corp.		2,026		162
Bank First Corp. (b)		880		60
Bank of Hawaii Corp.		4,394		213
Bank of Marin Bancorp		1,599		28
Bank OZK		13,129		469
Bank7 Corp.		429		10
BankUnited, Inc.		8,291		187
Bankwell Financial Group, Inc.		623		14
Banner Corp.		3,755		187
Bar Harbor Bankshares		1,638		41
BayCom Corp.		1,353		23
BCB Bancorp, Inc.		1,651		19
Berkshire Hathaway, Inc. Class A (a)		39		19,612
Berkshire Hills Bancorp, Inc.		4,872		104
BGC Partners, Inc. Class A		32,860		149
Blackstone Mortgage Trust, Inc. Class A		18,340		334
Blackstone, Inc.		77,848		6,954
Block, Inc. (a)		59,615		3,624
Blue Foundry Bancorp (a)		2,779		27
Blue Owl Capital, Inc.		47,882		539
Blue Ridge Bankshares, Inc.		1,763		17
BM Technologies, Inc. (a) (b)		987		3
BOK Financial Corp.		3,151		264
Bread Financial Holdings, Inc.		5,530		153
Bridge Investment Group Holdings, Inc. Class A		2,884		29
Bridgewater Bancshares, Inc. (a)		2,239		22
Bright Health Group, Inc. (a)		26,120		4
Brighthouse Financial, Inc. (a)		7,509		332

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Brightsphere Investment Group, Inc.		4,597	$	104
BrightSpire Capital, Inc.		10,258		58
Broadmark Realty Capital, Inc.		14,023		69
Broadway Financial Corp. (a)		4,092		4
Brookline Bancorp, Inc.		9,637		92
BRP Group, Inc. Class A (a)		6,814		172
Business First Bancshares, Inc.		2,616		40
Byline Bancorp, Inc.		2,562		50
C&F Financial Corp.		362		19
Cadence Bank		20,659		418
California Bancorp (a)		831		15
Cambridge Bancorp Class A		830		43
Camden National Corp.		1,583		51
Cannae Holdings, Inc. (a)		7,947		145
Cantaloupe, Inc. (a)		7,550		42
Capital Bancorp, Inc.		983		17
Capital City Bank Group, Inc.		1,445		44
Capitol Federal Financial, Inc.		14,186		88
Capstar Financial Holdings, Inc.		2,029		27
Carter Bankshares, Inc. (a)		2,647		34
Cass Information Systems, Inc.		1,363		50
Cathay General Bancorp		7,744		247
Central Pacific Financial Corp.		2,931		47
Central Valley Community Bancorp		1,104		16
CFSB Bancorp, Inc. (a)		306		2
Chemung Financial Corp.		383		15
Cherry Hill Mortgage Investment Corp. (b)		2,327		13
Chicago Atlantic Real Estate Finance, Inc.		1,287		18
Chimera Investment Corp.		25,456		145
Citizens & Northern Corp.		1,653		32
City Holding Co.		1,619		148
Civista Bancshares, Inc.		1,674		27
Claros Mortgage Trust, Inc. (b)		14,420		172
CNA Financial Corp.		2,731		106
CNB Financial Corp. Class A		2,295		43
CNO Financial Group, Inc.		12,415		279
Coastal Financial Corp. (a)		1,148		42
Codorus Valley Bancorp, Inc.		956		19
Cohen & Steers, Inc.		2,783		167
Coinbase Global, Inc. Class A (a) (b)		17,033		916
Colony Bankcorp, Inc.		1,818		18
Columbia Banking System, Inc.		23,067		493
Columbia Financial, Inc. (a)		3,561		60
Commerce Bancshares, Inc.		13,586		759
Community Bank System, Inc.		5,961		298
Community Trust Bancorp, Inc.		1,954		70
Compass Diversified Holdings		7,038		134
ConnectOne Bancorp, Inc.		4,089		64
Consumer Portfolio Services, Inc. (a)		916		10
Crawford & Co. Class A		1,568		14

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Credit Acceptance Corp. (a)		878	$	430
Crossfirst Bankshares, Inc. (a)		5,121		51
Cullen/Frost Bankers, Inc.		6,707		739
Curo Group Holdings Corp.		2,131		3
Customers Bancorp, Inc. (a)		3,293		72
CVB Financial Corp.		15,509		232
Diamond Hill Investment Group, Inc.		329		53
Dime Community Bancshares, Inc.		4,020		83
Donegal Group, Inc. Class A		1,658		23
Donnelley Financial Solutions, Inc. (a)		2,979		129
Dynex Capital, Inc.		5,911		70
Eagle Bancorp, Inc.		3,398		85
East West Bancorp, Inc.		15,642		809
Eastern Bankshares, Inc.		17,766		207
eHealth, Inc. (a)		2,641		16
Ellington Financial, Inc.		7,189		92
Ellington Residential Mortgage REIT (b)		1,436		11
Employers Holdings, Inc.		2,987		118
Enact Holdings, Inc.		3,467		84
Encore Capital Group, Inc. (a)		2,534		130
Enova International, Inc. (a)		3,359		147
Enstar Group Ltd. (a)		1,398		336
Enterprise Bancorp, Inc.		1,033		30
Enterprise Financial Services Corp.		3,924		168
Equitable Holdings, Inc.		40,135		1,043
Equity Bancshares, Inc. Class A		1,536		36
Erie Indemnity Co. Class A		2,795		607
Esquire Financial Holdings, Inc.		758		29
Euronet Worldwide, Inc. (a)		5,224		578
Evans Bancorp, Inc.		587		18
Evercore, Inc.		3,960		452
EZCORP, Inc. Class A (a)		5,724		49
F&G Annuities & Life, Inc.		2,125		39
Farmers & Merchants Bancorp, Inc.		1,403		32
Farmers National Banc Corp.		3,900		46
FB Financial Corp.		3,928		116
Federal Agricultural Mortgage Corp. Class C		1,017		136
Federated Hermes, Inc.		9,373		388
Fidelity National Financial, Inc.		28,670		1,017
Finance of America Cos., Inc. Class A (a)		3,526		6
Financial Institutions, Inc.		1,685		29
Finward Bancorp		410		12
First American Financial Corp.		10,978		632
First Bancorp		19,628		231
First Bancorp, Inc.		1,065		26
First Bancorp/Southern Pines NC		4,398		135
First Bank		2,023		20
First Busey Corp.		5,760		105
First Business Financial Services, Inc.		870		25
First Citizens BancShares, Inc. Class A		1,119		1,127

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
First Commonwealth Financial Corp.		11,318	$	141
First Community Bankshares, Inc.		1,582		37
First Financial Bancorp		10,420		216
First Financial Bankshares, Inc.		14,386		421
First Financial Corp. Class A		1,240		43
First Foundation, Inc.		5,685		36
First Guaranty Bancshares, Inc.		636		9
First Hawaiian, Inc.		14,128		270
First Horizon Corp.		58,968		1,035
First Internet Bancorp		914		13
First Interstate BancSystem, Inc. Class A		9,595		246
First Merchants Corp.		6,607		193
First Mid Bancshares, Inc.		1,903		50
First Western Financial, Inc. (a)		841		15
FirstCash Holdings, Inc.		4,253		438
Five Star Bancorp		1,101		23
Flushing Financial Corp.		3,139		38
Flywire Corp. (a)		9,942		290
FNB Corp.		39,981		459
Focus Financial Partners, Inc. Class A (a)		6,502		338
Forge Global Holdings, Inc. (a)		11,019		15
Franklin BSP Realty Trust, Inc.		9,149		116
FS Bancorp, Inc.		737		22
Fulton Financial Corp.		18,592		222
FVCBankcorp, Inc. (a)		1,529		15
GCM Grosvenor, Inc. Class A		4,637		37
Genworth Financial, Inc. (a)		55,061		320
German American Bancorp, Inc.		3,138		91
Glacier Bancorp, Inc.		12,289		408
GoHealth, Inc. Class A (a)		877		8
Goosehead Insurance, Inc. Class A (a)		2,227		128
Granite Point Mortgage Trust, Inc.		5,747		26
Great Ajax Corp.		2,384		16
Great Elm Capital Corp.		561		5
Great Southern Bancorp, Inc. Class A		1,220		62
Green Dot Corp. Class A (a)		5,563		96
Greene County Bancorp, Inc.		764		16
Greenhill & Co., Inc.		1,314		9
Hagerty, Inc. Class A (a) (b)		8,204		82
Hamilton Lane, Inc. Class A		3,947		291
Hancock Whitney Corp.		9,538		348
Hanmi Financial Corp.		3,382		55
Hannon Armstrong Sustainable Infrastructure Capital, Inc.		9,993		284
HarborOne Bancorp, Inc.		4,850		52
HBT Financial, Inc.		1,064		19
HCI Group, Inc.		687		35
Heartland Financial USA, Inc.		4,378		143
Heritage Commerce Corp.		6,544		56
Heritage Financial Corp.		3,856		68
Heritage Insurance Holdings, Inc.		2,145		7

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Hilltop Holdings, Inc.		5,146	$	160
Hippo Holdings, Inc. (a) (b)		1,306		24
Home Bancorp, Inc.		799		25
Home BancShares, Inc.		21,199		461
HomeStreet, Inc.		1,992		19
HomeTrust Bancshares, Inc.		1,442		30
Hope Bancorp, Inc.		12,720		116
Horace Mann Educators Corp.		4,583		143
Horizon Bancorp, Inc.		4,136		44
Houlihan Lokey, Inc.		5,585		510
HV Bancorp, Inc. (a)		188		6
I3 Verticals, Inc. Class A (a)		2,487		58
Independent Bank Corp.		5,000		280
Independent Bank Corp.		2,265		40
Independent Bank Group, Inc.		4,016		146
Interactive Brokers Group, Inc.		11,063		861
International Bancshares Corp.		5,916		252
International Money Express, Inc. (a)		3,696		95
Invesco Mortgage Capital, Inc.		4,338		46
Investar Holding Corp.		1,010		14
Investors Title Co.		157		23
Jackson Financial, Inc. Class A		8,932		322
Jefferies Financial Group, Inc.		20,019		641
Katapult Holdings, Inc. (a)		5,955		3
Kearny Financial Corp.		6,642		52
Kemper Corp.		6,809		331
Kingsway Financial Services, Inc. (a)		1,817		16
Kinsale Capital Group, Inc.		2,431		794
KKR & Co., Inc.		72,366		3,840
KKR Real Estate Finance Trust, Inc.		6,426		69
Ladder Capital Corp.		12,615		118
Lakeland Bancorp, Inc.		6,832		98
Lakeland Financial Corp.		2,735		139
Lazard Ltd. Class A		12,257		384
Lemonade, Inc. (a)		5,424		59
LendingClub Corp. (a)		11,343		81
LendingTree, Inc. (a)		1,190		28
Limestone Bancorp, Inc.		476		11
Live Oak Bancshares, Inc.		3,647		86
loanDepot, Inc. Class A		5,651		10
Logan Ridge Finance Corp.		276		6
LPL Financial Holdings, Inc.		8,728		1,823
Luther Burbank Corp.		2,289		21
Macatawa Bank Corp.		2,724		25
Maiden Holdings Ltd. (a)		8,490		19
MainStreet Bancshares, Inc.		759		16
Malvern Bancorp, Inc. (a)		805		12
Markel Corp. (a)		1,473		2,016
MarketWise, Inc. (a)		2,314		4
Marqeta, Inc. Class A (a)		48,886		198

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
MBIA, Inc. (a)		5,351	$	54
Medallion Financial Corp.		1,849		11
Mercantile Bank Corp.		1,650		46
Merchants Bancorp		1,740		40
Mercury General Corp.		2,978		91
Meridian Corp.		1,118		10
Metrocity Bankshares, Inc.		2,042		33
Metropolitan Bank Holding Corp. (a)		1,117		36
MFA Financial, Inc.		11,292		121
MGIC Investment Corp.		32,217		479
Mid Penn Bancorp, Inc.		1,495		34
Middlefield Banc Corp.		543		15
Midland States Bancorp, Inc.		2,339		47
Midwest Holding, Inc. (a)		318		4
MidWestOne Financial Group, Inc.		1,593		33
Moelis & Co. Class A		7,096		269
MoneyGram International, Inc. (a)		10,061		102
Moneylion, Inc. (a)		340		3
Morningstar, Inc.		2,856		509
Mr. Cooper Group, Inc. (a)		7,140		331
MVB Financial Corp.		1,259		23
National Bank Holdings Corp. Class A		4,129		131
National Bankshares, Inc.		653		20
National Western Life Group, Inc. Class A		231		59
Navient Corp.		14,588		241
NBT Bancorp, Inc.		4,707		152
Nelnet, Inc. Class A		1,452		140
NerdWallet, Inc. Class A (a)		3,250		44
New York Community Bancorp, Inc.		74,794		800
New York Mortgage Trust, Inc.		10,580		109
Nexpoint Real Estate Finance, Inc.		1,595		22
NI Holdings, Inc. (a)		805		11
Nicolet Bankshares, Inc. (a)		1,433		82
NMI Holdings, Inc. Class A (a)		9,186		215
Northeast Bank		823		30
Northeast Community Bancorp, Inc.		1,572		21
Northfield Bancorp, Inc.		4,620		48
Northrim Bancorp, Inc.		626		22
Northwest Bancshares, Inc.		13,521		158
Norwood Financial Corp.		803		22
NU Holdings Ltd. Class A (a)		226,635		1,169
Oak Valley Bancorp (b)		750		19
OceanFirst Financial Corp.		6,428		103
Ocwen Financial Corp. (a)		740		21
OFG Bancorp		5,223		134
Old National Bancorp		32,494		436
Old Republic International Corp.		30,632		774
Old Second Bancorp, Inc.		4,645		57
OneMain Holdings, Inc.		13,401		514
OP Bancorp		1,299		12

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Open Lending Corp. Class A (a)		11,502	$	81
Oportun Financial Corp. (a)		2,565		10
Oppenheimer Holdings, Inc. Class A		718		27
OppFi, Inc. (a) (b)		1,511		3
Orchid Island Capital, Inc. (b)		4,379		47
Origin Bancorp, Inc.		3,172		93
Orrstown Financial Services, Inc.		1,124		22
Oscar Health, Inc. Class A (a)		12,500		84
P10, Inc. Class A		4,445		46
Pacific Premier Bancorp, Inc.		10,328		230
PacWest Bancorp (b)		12,949		131
Pagseguro Digital Ltd. Class A (a)		22,838		225
Palomar Holdings, Inc. (a)		2,714		136
Park National Corp.		1,768		191
Parke Bancorp, Inc.		1,136		19
Pathward Financial, Inc.		3,026		135
Paymentus Holdings, Inc. Class A (a)		1,762		14
Payoneer Global, Inc. (a)		23,822		130
Paysign, Inc. (a)		3,571		13
PCB Bancorp		1,410		19
Peapack-Gladstone Financial Corp.		1,757		47
PennyMac Financial Services, Inc.		4,934		308
Pennymac Mortgage Investment Trust		9,865		123
Peoples Bancorp of North Carolina, Inc.		518		15
Peoples Bancorp, Inc.		3,075		80
Perella Weinberg Partners		4,208		33
Pinnacle Financial Partners, Inc.		8,401		456
Piper Sandler Cos.		1,918		260
PJT Partners, Inc. Class A		2,484		171
Plumas Bancorp		551		21
Ponce Financial Group, Inc. (a)		2,255		17
Popular, Inc.		7,810		469
PRA Group, Inc. (a)		4,237		154
Preferred Bank		1,537		74
Premier Financial Corp.		3,906		65
Primerica, Inc.		4,093		747
Primis Financial Corp.		2,350		21
Princeton Bancorp, Inc.		574		16
Priority Technology Holdings, Inc. (a)		1,277		4
ProAssurance Corp.		5,986		107
PROG Holdings, Inc. (a)		5,276		159
Prosperity Bancshares, Inc.		9,822		615
Provident Bancorp, Inc.		1,742		12
Provident Financial Services, Inc.		7,665		134
QCR Holdings, Inc.		1,806		75
Radian Group, Inc.		17,418		423
RBB Bancorp		1,743		22
Ready Capital Corp.		12,284		132
Red River Bancshares, Inc.		531		24
Redwood Trust, Inc.		12,590		79

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Regional Management Corp.		1,000	$	27
Reinsurance Group of America, Inc.		7,417		1,056
Remitly Global, Inc. (a)		12,686		213
RenaissanceRe Holdings Ltd.		4,801		1,034
Renasant Corp.		6,081		171
Repay Holdings Corp. (a)		8,289		52
Republic Bancorp, Inc. Class A		946		37
Republic First Bancorp, Inc. (a) (b)		5,003		6
Rithm Capital Corp.		52,549		429
RLI Corp.		4,488		624
Robinhood Markets, Inc. Class A (a)		48,053		425
Root, Inc. Class A (a)		560		2
Ryan Specialty Holdings, Inc. (a)		9,316		381
S&T Bancorp, Inc.		4,327		119
Sachem Capital Corp.		4,341		15
Safety Insurance Group, Inc.		1,570		115
Salisbury Bancorp, Inc.		584		13
Sandy Spring Bancorp, Inc.		4,853		109
Sculptor Capital Management, Inc.		1,715		14
Seacoast Banking Corp. of Florida		8,248		183
Security National Financial Corp. Class A (a)		1,279		10
SEI Investments Co.		12,337		727
Selective Insurance Group, Inc.		6,626		638
Selectquote, Inc. (a)		14,365		15
ServisFirst Bancshares, Inc.		5,600		283
Seven Hills Realty Trust		1,516		15
Shift4 Payments, Inc. Class A (a)		5,820		394
Shore Bancshares, Inc.		1,958		26
Sierra Bancorp		1,530		25
Silvercrest Asset Management Group, Inc. Class A		1,068		20
Silvergate Capital Corp. Class A (a) (b)		3,085		4
Simmons First National Corp. Class A		13,942		233
Skyward Specialty Insurance Group, Inc. (a)		1,560		33
SLM Corp.		26,756		402
SmartFinancial, Inc.		1,591		34
SoFi Technologies, Inc. (a) (b)		85,259		531
South Plains Financial, Inc.		1,126		23
Southern First Bancshares, Inc. (a)		866		24
Southern Missouri Bancorp, Inc.		1,052		38
Southern States Bancshares, Inc.		673		15
Southside Bancshares, Inc.		3,358		107
SouthState Corp.		8,398		579
Starwood Property Trust, Inc. (b)		32,955		590
Stellar Bancorp, Inc.		4,982		114
StepStone Group, Inc. Class A		5,627		124
Sterling Bancorp (a)		1,764		10
Stewart Information Services Corp.		2,979		124
Stifel Financial Corp.		11,552		693
Stock Yards Bancorp, Inc.		3,016		147
StoneX Group, Inc. (a)		1,966		193

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Summit Financial Group, Inc.		1,161	$	23
Sunlight Financial Holdings, Inc. (a)		6,340		3
Suro Capital Corp. (a)		2,994		11
Synovus Financial Corp.		16,139		497
Territorial Bancorp, Inc.		854		14
Texas Capital Bancshares, Inc. (a)		5,296		266
TFS Financial Corp.		5,654		68
The Bancorp, Inc. (a)		5,553		177
The Carlyle Group, Inc.		22,447		681
The First Bancshares, Inc.		3,052		77
The First of Long Island Corp.		2,414		28
The Hanover Insurance Group, Inc.		3,945		472
The Hingham Institution for Savings		171		33
The Western Union Co.		41,449		453
Third Coast Bancshares, Inc. (a)		1,198		17
Timberland Bancorp, Inc.		829		21
Tiptree, Inc.		2,396		33
Toast, Inc. Class A (a)		35,189		640
Tompkins Financial Corp.		1,563		92
Towne Bank		8,149		193
TPG RE Finance Trust, Inc.		6,764		48
TPG, Inc.		6,919		200
Tradeweb Markets, Inc. Class A		12,339		869
TriCo Bancshares		3,436		123
Triumph Financial, Inc. (a)		2,406		125
Trupanion, Inc. (a) (b)		3,953		139
TrustCo Bank Corp.		2,067		62
Trustmark Corp.		6,286		150
Two Harbors Investment Corp.		10,710		149
U.S. Global Investors, Inc. Class A		1,371		4
UMB Financial Corp.		5,055		322
United Bankshares, Inc.		14,787		490
United Community Banks, Inc.		12,760		318
United Fire Group, Inc.		2,711		73
United Insurance Holdings Corp. (a)		2,182		9
Unity Bancorp, Inc.		830		19
Universal Insurance Holdings, Inc.		3,077		47
Univest Financial Corp.		3,216		65
Unum Group		22,069		931
Upstart Holdings, Inc. (a) (b)		7,661		106
USCB Financial Holdings, Inc. (a)		1,210		11
Valley National Bancorp		47,805		448
Value Line, Inc.		95		4
Veritex Holdings, Inc.		5,872		101
Victory Capital Holdings, Inc. Class A (c)		3,407		104
Virtu Financial, Inc. Class A		10,959		220
Virtus Investment Partners, Inc.		762		139
Voya Financial, Inc.		10,779		824
Walker & Dunlop, Inc.		3,403		229
Washington Federal, Inc.		7,184		201

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Washington Trust Bancorp, Inc.		1,883	$	53
Waterstone Financial, Inc.		2,186		30
Webster Financial Corp.		19,303		720
WesBanco, Inc.		6,435		171
West Bancorp, Inc.		1,641		28
Westamerica Bancorp		3,015		122
Western Alliance Bancorp		11,471		426
Western Asset Mortgage Capital Corp.		662		6
Western New England Bancorp, Inc.		2,164		15
Westwood Holdings Group, Inc.		745		9
WEX, Inc. (a)		4,736		840
White Mountains Insurance Group Ltd.		280		401
William Penn Bancorp (b)		1,352		14
Wintrust Financial Corp.		6,672		456
WisdomTree, Inc.		12,379		77
World Acceptance Corp. (a)		594		60
WSFS Financial Corp.		6,834		240
				124,964
Health Care (13.4%):
10X Genomics, Inc. Class A (a)		9,795		514
23andMe Holding Co. Class A (a) (b)		28,147		55
2seventy bio, Inc. (a)		4,810		46
4D Molecular Therapeutics, Inc. (a)		3,230		58
89bio, Inc. (a)		5,042		81
9 Meters BioPharma, Inc. (a) (b)		1,437		1
Aadi Bioscience, Inc. (a)		1,804		14
Abeona Therapeutics, Inc. (a)		1,865		6
Absci Corp. (a)		7,039		9
Acadia Healthcare Co., Inc. (a)		9,888		715
ACADIA Pharmaceuticals, Inc. (a)		17,963		383
Accelerate Diagnostics, Inc. (a)		7,882		7
Accolade, Inc. (a)		7,340		99
Accuray, Inc. (a)		10,057		34
Acer Therapeutics, Inc. (a)		1,980		2
Achieve Life Sciences, Inc. (a)		685		6
Aclaris Therapeutics, Inc. (a)		5,753		51
Actinium Pharmaceuticals, Inc. (a)		2,769		24
Acumen Pharmaceuticals, Inc. (a)		3,117		12
Acurx Pharmaceuticals, Inc. (a)		1,025		3
Acutus Medical, Inc. (a)		2,134		2
Adamis Pharmaceuticals Corp. (a)		16,635		1
AdaptHealth Corp. (a)		8,153		97
Adaptive Biotechnologies Corp. (a)		15,727		112
Addus HomeCare Corp. (a)		1,769		145
Adicet Bio, Inc. (a)		3,360		20
ADMA Biologics, Inc. (a)		23,423		78
Adverum Biotechnologies, Inc. (a)		10,166		8
Aerovate Therapeutics, Inc. (a)		1,874		39
Agenus, Inc. (a)		30,738		46
Agiliti, Inc. (a)		3,735		62

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Agilon Health, Inc. (a)		23,535	$	571
Agios Pharmaceuticals, Inc. (a)		5,947		136
AIM ImmunoTech, Inc. (a)		5,279		3
AirSculpt Technologies, Inc.		881		4
Akebia Therapeutics, Inc. (a)		18,344		17
Akero Therapeutics, Inc. (a)		4,297		192
Akili, Inc. (a)		3,578		4
Akoya Biosciences, Inc. (a)		1,889		13
Aldeyra Therapeutics, Inc. (a)		6,233		59
Alector, Inc. (a)		6,856		45
Alignment Healthcare, Inc. (a)		10,490		66
Aligos Therapeutics, Inc. (a)		3,248		4
Alkermes PLC (a)		18,052		515
Allakos, Inc. (a)		5,280		22
Allogene Therapeutics, Inc. (a) (b)		8,887		48
Allovir, Inc. (a)		4,083		14
Alnylam Pharmaceuticals, Inc. (a)		13,770		2,743
Alpha Teknova, Inc. (a)		756		1
Alphatec Holdings, Inc. (a)		7,097		102
Alpine Immune Sciences, Inc. (a)		3,034		23
Altimmune, Inc. (a)		5,453		28
ALX Oncology Holdings, Inc. (a)		1,962		12
Alzamend Neuro, Inc. (a)		5,077		3
Ambrx Biopharma, Inc., ADR (a) (b)		2,812		27
Amedisys, Inc. (a)		3,575		287
American Well Corp. Class A (a)		23,027		50
Amicus Therapeutics, Inc. (a)		30,536		352
AMN Healthcare Services, Inc. (a)		4,556		393
Amneal Pharmaceuticals, Inc. (a)		11,202		22
Amphastar Pharmaceuticals, Inc. (a)		4,225		151
Amylyx Pharmaceuticals, Inc. (a)		4,677		133
An2 Therapeutics, Inc. (a)		1,347		11
AnaptysBio, Inc. (a)		2,848		59
Anavex Life Sciences Corp. (a) (b)		8,480		69
AngioDynamics, Inc. (a)		4,253		35
ANI Pharmaceuticals, Inc. (a)		1,428		54
Anika Therapeutics, Inc. (a)		1,605		41
Annexon, Inc. (a)		3,414		18
Annovis Bio, Inc. (a) (b)		622		9
Apellis Pharmaceuticals, Inc. (a)		10,645		888
Apollo Medical Holdings, Inc. (a)		4,827		171
Applied Therapeutics, Inc. (a)		3,013		5
Apyx Medical Corp. (a)		3,372		11
AquaBounty Technologies, Inc. (a)		7,249		4
Aquestive Therapeutics, Inc. (a) (b)		5,823		8
Aravive, Inc. (a)		3,284		5
Arbutus Biopharma Corp. (a)		13,297		33
ARCA biopharma, Inc. (a)		1,598		3
Arcellx, Inc. (a)		2,456		105
Arcturus Therapeutics Holdings, Inc. (a)		2,559		68

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Arcus Biosciences, Inc. (a)		5,193	$	93
Arcutis Biotherapeutics, Inc. (a)		4,915		68
Ardelyx, Inc. (a)		21,359		95
Arrowhead Pharmaceuticals, Inc. (a)		11,651		413
ARS Pharmaceuticals, Inc. (a)		5,358		35
Artivion, Inc. (a)		4,248		59
Arvinas, Inc. (a)		5,129		134
Asensus Surgical, Inc. (a)		26,005		17
Aspira Women's Health, Inc. (a)		8,794		3
Assembly Biosciences, Inc. (a)		5,137		5
Assertio Holdings, Inc. (a)		5,248		29
Astria Therapeutics, Inc. (a)		1,681		22
Atara Biotherapeutics, Inc. (a)		10,318		28
Atea Pharmaceuticals, Inc. (a)		8,119		27
Athersys, Inc. (a)		1,793		2
Athira Pharma, Inc. (a)		4,153		12
ATI Physical Therapy, Inc. (a)		8,126		2
Atossa Therapeutics, Inc. (a)		14,186		9
Atreca, Inc. Class A (a)		3,225		3
AtriCure, Inc. (a)		5,055		222
Atrion Corp.		151		93
aTyr Pharma, Inc. (a)		2,826		6
Aura Biosciences, Inc. (a)		2,786		25
Avanos Medical, Inc. (a)		5,117		151
Avantor, Inc. (a)		73,304		1,428
Aveanna Healthcare Holdings, Inc. (a)		5,207		6
Avid Bioservices, Inc. (a)		6,912		125
Avidity Biosciences, Inc. (a)		7,220		90
Avita Medical, Inc. (a)		2,749		43
Avrobio, Inc. (a)		4,119		4
Axogen, Inc. (a)		4,501		41
Axonics, Inc. (a)		5,493		316
Axsome Therapeutics, Inc. (a)		3,844		275
Azenta, Inc. (a)		7,588		330
Beam Therapeutics, Inc. (a)		6,652		204
Beyond Air, Inc. (a) (b)		2,798		16
Beyondspring, Inc. (a)		2,485		2
BioAtla, Inc. (a)		4,081		14
BioCryst Pharmaceuticals, Inc. (a)		20,678		157
Biodesix, Inc. (a)		2,852		5
Biohaven Ltd. (a)		6,492		85
BioLife Solutions, Inc. (a)		4,409		77
BioMarin Pharmaceutical, Inc. (a)		20,408		1,960
Biomea Fusion, Inc. (a) (b)		2,767		82
Biomerica, Inc. (a)		1,374		2
BioNano Genomics, Inc. (a) (b)		32,603		22
Biora Therapeutics, Inc. (a)		942		2
BioSig Technologies, Inc. (a)		4,733		6
Biote Corp. (a)		893		6
Bioventus, Inc. Class A (a)		3,262		3

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
BioVie, Inc. (a)		1,254	$	10
Bioxcel Therapeutics, Inc. (a) (b)		2,135		44
Black Diamond Therapeutics, Inc. (a)		2,566		4
bluebird bio, Inc. (a)		11,186		49
Blueprint Medicines Corp. (a)		6,587		336
Bolt Biotherapeutics, Inc. (a)		2,700		4
BrainStorm Cell Therapeutics, Inc. (a)		3,152		9
Bridgebio Pharma, Inc. (a)		12,043		175
Bright Green Corp. (a)		4,932		7
Brookdale Senior Living, Inc. (a)		20,302		87
Bruker Corp.		11,042		874
Butterfly Network, Inc. (a) (b)		16,584		36
C4 Therapeutics, Inc. (a)		4,561		14
Cabaletta Bio, Inc. (a)		2,611		27
Candel Therapeutics, Inc. (a)		1,780		2
Cano Health, Inc. (a)		19,730		23
Capricor Therapeutics, Inc. (a)		2,742		11
Cara Therapeutics, Inc. (a)		4,696		20
Cardiff Oncology, Inc. (a)		4,755		8
CareCloud, Inc. (a)		1,074		4
CareDx, Inc. (a)		5,818		47
CareMax, Inc. (a)		8,731		22
Caribou Biosciences, Inc. (a)		5,946		26
Carisma Therapeutics, Inc. (b)		1,005		4
Cassava Sciences, Inc. (a) (b)		4,303		100
Castle Biosciences, Inc. (a)		2,805		63
Catalyst Pharmaceuticals, Inc. (a)		10,962		175
Celcuity, Inc. (a)		1,408		14
Celldex Therapeutics, Inc. (a)		5,290		166
CEL-SCI Corp. (a) (b)		4,705		10
Celularity, Inc. (a) (b)		5,848		3
Century Therapeutics, Inc. (a)		2,708		8
Cerevel Therapeutics Holdings, Inc. (a)		7,548		219
Certara, Inc. (a)		8,052		195
Cerus Corp. (a)		19,283		45
Champions Oncology, Inc. (a)		607		3
Checkpoint Therapeutics, Inc. (a)		751		2
Chemed Corp.		1,625		896
Chimerix, Inc. (a)		8,286		10
Chinook Therapeutics, Inc. (a)		5,312		106
ChromaDex Corp. (a)		4,505		6
Cidara Therapeutics, Inc. (a)		6,981		7
Citius Pharmaceuticals, Inc. (a)		15,075		22
ClearPoint Neuro, Inc. (a)		2,365		25
Clearside Biomedical, Inc. (a)		5,461		6
Clene, Inc. (a)		3,059		3
Clover Health Investments Corp. (a)		36,099		27
Codexis, Inc. (a)		7,138		28
Co-Diagnostics, Inc. (a) (b)		3,429		5
Cogent Biosciences, Inc. (a)		6,735		72

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Cognition Therapeutics, Inc. (a)		2,272	$	4
Coherus Biosciences, Inc. (a)		8,295		60
Collegium Pharmaceutical, Inc. (a)		3,665		85
Community Health Systems, Inc.		14,036		89
Compass Therapeutics, Inc. (a)		7,635		23
Computer Programs and Systems, Inc. (a)		1,546		40
CONMED Corp.		3,384		425
Corcept Therapeutics, Inc. (a)		10,373		234
CorMedix, Inc. (a)		4,532		22
CorVel Corp. (a)		1,019		206
Corvus Pharmaceuticals, Inc. (a)		3,859		4
Cosmos Health, Inc. (a)		1,033		3
Crinetics Pharmaceuticals, Inc. (a)		4,823		94
Cross Country Healthcare, Inc. (a)		3,920		86
CryoPort, Inc. (a)		5,254		111
CTI BioPharma Corp. (a)		13,294		65
Cue BioPharma, Inc. (a)		4,581		20
Cue Health, Inc. (a) (b)		9,877		8
Cullinan Oncology, Inc. (a)		3,334		32
Curis, Inc. (a) (b)		10,152		9
Cutera, Inc. (a)		2,153		49
CVRx, Inc. (a)		1,019		12
Cyclerion Therapeutics, Inc. (a)		3,849		1
Cymabay Therapeutics, Inc. (a)		10,077		108
Cyteir Therapeutics, Inc. (a)		2,302		5
Cytek Biosciences, Inc. (a)		12,087		139
Cytokinetics, Inc. (a)		9,967		373
CytomX Therapeutics, Inc. (a) (b)		7,256		12
CytoSorbents Corp. (a)		4,302		11
Dare Bioscience, Inc. (a)		9,312		9
DarioHealth Corp. (a)		2,589		9
Day One Biopharmaceuticals, Inc. (a)		5,110		63
Decibel Therapeutics, Inc. (a)		1,342		4
Deciphera Pharmaceuticals, Inc. (a)		5,786		82
Definitive Healthcare Corp. (a)		3,978		43
Delcath Systems, Inc. (a)		1,102		6
Denali Therapeutics, Inc. (a)		11,718		291
DermTech, Inc. (a) (b)		3,182		10
Design Therapeutics, Inc. (a) (b)		3,633		23
DiaMedica Therapeutics, Inc. (a)		1,836		3
Disc Medicine, Inc. (a)		360		12
DocGo, Inc. (a)		9,179		78
Doximity, Inc. Class A (a)		11,971		440
Durect Corp. (a)		2,688		11
Dynavax Technologies Corp. (a)		13,867		144
Dyne Therapeutics, Inc. (a)		3,346		35
Eagle Pharmaceuticals, Inc. (a)		1,269		36
Eargo, Inc. (a) (b)		394		2
Edgewise Therapeutics, Inc. (a)		4,536		40
Editas Medicine, Inc. (a)		7,627		62

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Eiger Biopharmaceuticals, Inc. (a)		4,542	$	5
Elanco Animal Health, Inc. (a)		55,060		521
Embecta Corp.		6,345		176
Emergent BioSolutions, Inc. (a)		4,528		40
Enanta Pharmaceuticals, Inc. (a)		2,152		77
Encompass Health Corp.		10,958		703
Enhabit, Inc. (a)		5,448		67
Enliven Therapeutics, Inc. (a)		639		12
Enovis Corp. (a)		5,461		318
Entrada Therapeutics, Inc. (a)		1,864		22
Envista Holdings Corp. (a)		18,107		697
EQRx, Inc. (a) (b)		27,910		47
Erasca, Inc. (a)		9,246		26
Esperion Therapeutics, Inc. (a)		8,494		11
Establishment Labs Holdings, Inc. (a)		2,373		165
Etao International Co. Ltd. (a)		11,846		13
Eton Pharmaceuticals, Inc. (a) (b)		2,465		9
Evelo Biosciences, Inc. (a)		6,016		1
Evolent Health, Inc. Class A (a)		10,826		394
Evolus, Inc. (a)		4,537		40
Exact Sciences Corp. (a)		19,770		1,267
Exagen, Inc. (a)		877		2
Exelixis, Inc. (a)		35,588		651
Eyenovia, Inc. (a)		2,957		16
EyePoint Pharmaceuticals, Inc. (a)		2,863		18
Fate Therapeutics, Inc. (a)		10,228		62
Fennec Pharmaceuticals, Inc. (a)		2,176		18
FibroGen, Inc. (a)		9,685		166
Figs, Inc. Class A (a)		17,112		123
Fluidigm Corp. (a)		8,618		15
Foghorn Therapeutics, Inc. (a)		1,965		13
FONAR Corp. (a)		704		11
Fortress Biotech, Inc. (a)		7,179		6
Frequency Therapeutics, Inc. (a) (b)		3,633		1
Fulcrum Therapeutics, Inc. (a)		5,941		15
Fulgent Genetics, Inc. (a)		2,077		61
G1 Therapeutics, Inc. (a)		4,763		14
Gain Therapeutics, Inc. (a)		1,011		5
Galecto, Inc. (a)		1,833		3
Galera Therapeutics, Inc. (a)		3,789		10
Gamida Cell Ltd. (a) (b)		5,849		9
GeneDx Holdings Corp. (a)		58,659		16
Generation Bio Co. (a)		5,392		27
Genprex, Inc. (a) (b)		5,110		4
Geron Corp. (a)		42,120		104
Glaukos Corp. (a)		5,132		244
Globus Medical, Inc. (a)		8,637		502
GlycoMimetics, Inc. (a)		5,169		7
Gossamer Bio, Inc. (a) (b)		8,362		11
Graphite Bio, Inc. (a)		3,061		10

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Greenlight Biosciences Holdings PBC (a)		9,337	$	3
Greenwich Lifesciences, Inc. (a)		403		4
Gritstone bio, Inc. (a)		7,939		19
Guardant Health, Inc. (a)		10,904		246
Haemonetics Corp. (a)		5,595		468
Halozyme Therapeutics, Inc. (a)		15,000		482
Harmony Biosciences Holdings, Inc. (a)		3,656		118
Harrow Health, Inc. (a)		2,856		72
Harvard Bioscience, Inc. (a)		4,107		23
Health Catalyst, Inc. (a)		6,003		76
HealthEquity, Inc. (a)		9,294		497
HealthStream, Inc.		2,706		67
Heat Biologics, Inc. (a)		2,729		2
Hepion Pharmaceuticals, Inc. (a)		8,539		6
Heron Therapeutics, Inc. (a)		13,187		32
Heska Corp. (a)		1,116		131
HilleVax, Inc. (a)		822		12
Hims & Hers Health, Inc. (a)		12,732		148
Homology Medicines, Inc. (a)		4,635		4
Hookipa Pharma, Inc. (a)		4,864		5
Horizon Therapeutics PLC (a)		25,335		2,816
Humacyte, Inc. (a)		5,661		18
Hyperfine, Inc. (a) (b)		5,110		7
iCAD, Inc. (a)		2,650		4
ICON PLC (a)		9,148		1,763
Icosavax, Inc. (a)		3,396		19
ICU Medical, Inc. (a)		2,258		427
Ideaya Biosciences, Inc. (a)		4,583		84
IGM Biosciences, Inc. (a) (b)		1,958		21
Immuneering Corp. Class A (a)		2,158		24
Immunic, Inc. (a) (b)		3,975		7
ImmunoGen, Inc. (a)		25,074		135
Immunome, Inc. (a)		1,073		5
Immunovant, Inc. (a)		5,983		97
Inari Medical, Inc. (a)		5,234		348
Infusystem Holdings, Inc. (a)		2,012		19
Inhibrx, Inc. (a)		3,270		69
Inmune Bio, Inc. (a) (b)		1,306		9
Innovage Holding Corp. (a)		1,973		12
Innoviva, Inc. (a)		7,741		91
Inogen, Inc. (a)		2,491		33
Inotiv, Inc. (a) (b)		2,208		12
Inovio Pharmaceuticals, Inc. (a)		28,563		22
Inozyme Pharma, Inc. (a)		2,715		15
Insmed, Inc. (a)		14,877		290
Inspire Medical Systems, Inc. (a)		3,190		854
Instil Bio, Inc. (a)		7,996		5
Integer Holdings Corp. (a)		3,650		301
Integra LifeSciences Holdings Corp. (a)		7,959		440
Intellia Therapeutics, Inc. (a)		9,270		350

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Intercept Pharmaceuticals, Inc. (a)		3,945	$	68
Intra-Cellular Therapies, Inc. (a)		10,293		640
Invitae Corp. (a) (b)		27,039		37
Invivyd, Inc. (a) (b)		4,151		5
Ionis Pharmaceuticals, Inc. (a)		15,439		546
Iovance Biotherapeutics, Inc. (a)		19,095		108
iRadimed Corp.		803		33
iRhythm Technologies, Inc. (a)		3,306		434
Ironwood Pharmaceuticals, Inc. (a)		16,928		176
iTeos Therapeutics, Inc. (a)		3,229		44
IVERIC bio, Inc. (a)		14,904		490
Janux Therapeutics, Inc. (a) (b)		2,474		38
Jasper Therapeutics, Inc. (a)		9,308		12
Jazz Pharmaceuticals PLC (a)		6,843		961
Jounce Therapeutics, Inc. (a)		4,922		9
KalVista Pharmaceuticals, Inc. (a)		2,865		24
Karuna Therapeutics, Inc. (a)		3,195		634
Karyopharm Therapeutics, Inc. (a)		11,684		42
Keros Therapeutics, Inc. (a)		2,206		98
Kezar Life Sciences, Inc. (a)		6,139		15
Kineta, Inc.		577		2
Kiniksa Pharmaceuticals Ltd. Class A (a)		3,792		41
Kinnate Biopharma, Inc. (a)		2,424		6
Know Labs, Inc. (a)		3,779		3
Kodiak Sciences, Inc. (a)		5,450		24
Kronos Bio, Inc. (a)		4,207		7
Krystal Biotech, Inc. (a)		2,337		196
Kura Oncology, Inc. (a)		7,190		70
Kymera Therapeutics, Inc. (a)		4,918		155
Lantern Pharma, Inc. (a)		766		4
Lantheus Holdings, Inc. (a)		7,416		634
Larimar Therapeutics, Inc. (a)		4,702		22
Leap Therapeutics, Inc. (a)		9,317		4
Legend Biotech Corp., ADR (a)		3,939		271
LeMaitre Vascular, Inc.		2,169		117
LENSAR, Inc. (a)		1,062		3
Lexicon Pharmaceuticals, Inc. (a)		20,723		50
LifeMD, Inc. (a)		2,571		4
LifeStance Health Group, Inc. (a) (b)		8,426		69
Ligand Pharmaceuticals, Inc. (a)		1,799		137
Lineage Cell Therapeutics, Inc. (a) (b)		18,854		26
Liquidia Technologies, Inc. (a) (b)		5,853		39
Longboard Pharmaceuticals, Inc. (a)		1,473		12
Lyell Immunopharma, Inc. (a)		13,408		27
Lyra Therapeutics, Inc. (a)		2,530		6
MacroGenics, Inc. (a)		6,681		46
Madrigal Pharmaceuticals, Inc. (a)		1,545		482
Magenta Therapeutics, Inc. (a)		5,019		4
MannKind Corp. (a)		28,605		110
Maravai LifeSciences Holdings, Inc. Class A (a)		12,086		167

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Marinus Pharmaceuticals, Inc. (a)		5,114	$	47
Masimo Corp. (a)		5,418		1,025
MaxCyte, Inc. (a)		9,915		50
Medpace Holdings, Inc. (a)		2,644		529
MEI Pharma, Inc. (a)		641		3
MeiraGTx Holdings PLC (a)		4,128		22
Merit Medical Systems, Inc. (a)		6,250		508
Merrimack Pharmaceuticals, Inc. (a) (b)		1,368		17
Mersana Therapeutics, Inc. (a)		9,440		41
Mesa Laboratories, Inc.		575		96
MiMedx Group, Inc. (a)		9,679		37
Mind Medicine MindMed, Inc. (a)		3,957		15
Mineralys Therapeutics, Inc. (a)		1,751		24
MiNK Therapeutics, Inc. (a)		449		1
Mirati Therapeutics, Inc. (a)		5,936		263
Mirum Pharmaceuticals, Inc. (a)		2,685		72
ModivCare, Inc. (a)		1,553		99
Molecular Templates, Inc. (a)		4,797		2
Monte Rosa Therapeutics, Inc. (a)		4,338		20
Morphic Holding, Inc. (a)		3,278		155
Multiplan Corp. (a)		30,077		29
Mustang Bio, Inc. (a)		612		3
MyMD Pharmaceuticals, Inc. (a) (b)		3,626		7
Myriad Genetics, Inc. (a)		8,717		186
NanoString Technologies, Inc. (a)		5,174		51
Natera, Inc. (a)		11,298		573
National HealthCare Corp.		1,377		80
National Research Corp.		1,605		70
Nautilus Biotechnology, Inc. (a)		5,595		14
Nektar Therapeutics (a)		20,426		15
Neogen Corp. (a)		24,220		417
NeoGenomics, Inc. (a)		13,870		203
Neurocrine Biosciences, Inc. (a)		10,606		1,072
Neuronetics, Inc. (a)		2,744		6
NeuroPace, Inc. (a)		893		4
Nevro Corp. (a)		3,743		110
NextCure, Inc. (a)		2,177		3
NextGen Healthcare, Inc. (a)		5,918		99
NGM Biopharmaceuticals, Inc. (a)		4,212		19
Nkarta, Inc. (a)		4,156		21
Novan, Inc. (a)		2,713		3
Novavax, Inc. (a) (b)		9,365		72
NRX Pharmaceuticals, Inc. (a)		4,473		3
Nurix Therapeutics, Inc. (a)		4,714		45
Nutex Health, Inc. (a) (b)		34,217		19
Nuvalent, Inc. Class A (a)		4,915		174
NuVasive, Inc. (a)		5,848		252
Nuvation Bio, Inc. (a)		15,833		25
Nuvectis Pharma, Inc. (a)		525		8
Oak Street Health, Inc. (a)		13,065		509

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Ocean Biomedical, Inc. (a)		1,168	$	8
Ocugen, Inc. (a) (b)		24,607		18
Ocular Therapeutix, Inc. (a)		8,542		53
Ocuphire Pharma, Inc. (a)		2,214		11
Olema Pharmaceuticals, Inc. (a)		3,853		18
Omega Therapeutics, Inc. (a)		1,724		13
Omeros Corp. (a)		6,746		39
Omniab, Inc. (a)		10,420		36
Omniab, Inc. (a) (d)		698		—
Omniab, Inc. (a) (d)		698		—
Omnicell, Inc. (a)		4,904		298
Oncocyte Corp. (a)		11,830		3
Oncternal Therapeutics, Inc. (a)		5,861		2
OPKO Health, Inc. (a)		46,752		69
OptimizeRx Corp. (a)		1,845		28
Optinose, Inc. (a)		7,137		12
Option Care Health, Inc. (a)		17,330		557
Oramed Pharmaceuticals, Inc. (a) (b)		4,162		9
OraSure Technologies, Inc. (a)		7,811		53
Orchestra BioMed Holdings, Inc. (a) (b)		2,232		36
Organogenesis Holdings, Inc. (a)		7,481		15
ORIC Pharmaceuticals, Inc. (a)		2,881		15
Orthofix Medical, Inc. (a)		3,834		72
OrthoPediatrics Corp. (a)		1,719		87
Outlook Therapeutics, Inc. (a) (b)		13,802		14
Outset Medical, Inc. (a)		5,178		93
Owens & Minor, Inc. (a)		8,206		128
Owlet, Inc. (a)		6,433		2
P3 Health Partners, Inc. (a) (b)		2,793		4
Pacific Biosciences of California, Inc. (a)		24,292		257
Pacira BioSciences, Inc. (a)		5,038		228
Palatin Technologies, Inc. (a) (b)		1,136		3
Paragon 28, Inc. (a)		3,757		69
Paratek Pharmaceuticals, Inc. (a)		5,041		8
Pardes Biosciences, Inc. (a)		3,250		6
Passage Bio, Inc. (a)		3,238		3
Patterson Cos., Inc.		9,680		262
PAVmed, Inc. (a)		8,923		4
PDL BioPharma, Inc. (a) (d)		17,605		8
PDS Biotechnology Corp. (a) (b)		2,937		18
Pediatrix Medical Group, Inc. (a)		9,024		129
Penumbra, Inc. (a)		4,000		1,136
PepGen, Inc. (a)		2,145		32
Perrigo Co. PLC		15,087		561
Personalis, Inc. (a)		4,068		9
PetIQ, Inc. (a)		3,019		36
PharmaCyte Biotech, Inc. (a)		1,804		5
Phathom Pharmaceuticals, Inc. (a) (b)		2,097		22
PhenomeX, Inc. (a)		3,697		4
Phibro Animal Health Corp. Class A		2,255		35

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Phreesia, Inc. (a)		5,556	$	176
Pieris Pharmaceuticals, Inc. (a)		7,086		5
Pliant Therapeutics, Inc. (a)		4,480		127
PMV Pharmaceuticals, Inc. (a)		3,479		16
Point Biopharma Global, Inc. (a)		9,587		74
Poseida Therapeutics, Inc. (a)		6,162		16
Praxis Precision Medicines, Inc. (a)		4,989		5
Precigen, Inc. (a)		14,342		17
Precision BioSciences, Inc. (a)		9,695		8
Predictive Oncology, Inc. (a)		420		1
Prelude Therapeutics, Inc. (a) (b)		2,571		17
Premier, Inc. Class A		13,186		439
Prestige Consumer Healthcare, Inc. (a)		5,511		339
Prime Medicine, Inc. (a) (b)		3,050		42
Privia Health Group, Inc. (a)		9,733		269
PROCEPT BioRobotics Corp. (a)		4,660		142
Pro-Dex, Inc. (a)		266		4
Progyny, Inc. (a)		8,327		277
Prometheus Biosciences, Inc. (a)		4,048		785
ProPhase Labs, Inc. (b)		1,368		10
Protagonist Therapeutics, Inc. (a)		4,851		110
Protalix BioTherapeutics, Inc. (a) (b)		5,657		16
Prothena Corp. PLC (a)		5,536		291
PTC Therapeutics, Inc. (a)		8,106		447
Pulmonx Corp. (a)		3,480		41
Pulse Biosciences, Inc. (a) (b)		1,752		11
Puma Biotechnology, Inc. (a)		4,244		11
Pyxis Oncology, Inc. (a) (b)		2,436		7
Quanterix Corp. (a)		3,737		47
Quantum-Si, Inc. (a)		10,611		16
QuidelOrtho Corp. (a)		5,366		483
Quince Therapeutics, Inc. (a) (b)		3,075		5
Quipt Home Medical Corp. (a)		3,875		23
R1 RCM, Inc. (a)		21,476		335
RadNet, Inc. (a)		5,591		155
Rain Oncology, Inc. (a)		1,833		13
Rallybio Corp. (a)		1,701		9
Rani Therapeutics Holdings, Inc. (a)		1,827		9
RAPT Therapeutics, Inc. (a)		2,966		54
Reata Pharmaceuticals, Inc. Class A (a)		3,093		306
Recursion Pharmaceuticals, Inc. Class A (a)		12,622		60
REGENXBIO, Inc. (a)		4,366		85
Relay Therapeutics, Inc. (a)		9,482		108
Relmada Therapeutics, Inc. (a)		3,101		8
Reneo Pharmaceuticals, Inc. (a)		1,236		13
RenovoRx, Inc. (a)		814		3
Repligen Corp. (a)		5,785		877
Replimune Group, Inc. (a)		4,380		73
Retractable Technologies, Inc. (a)		1,807		3
Revance Therapeutics, Inc. (a)		8,666		276

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Reviva Pharmaceuticals Holdings, Inc. (a) (b)		1,764	$	12
REVOLUTION Medicines, Inc. (a)		8,010		188
Rhythm Pharmaceuticals, Inc. (a)		5,429		109
Rigel Pharmaceuticals, Inc. (a)		19,172		22
Rocket Pharmaceuticals, Inc. (a)		8,204		147
Royalty Pharma PLC Class A		41,712		1,466
RxSight, Inc. (a)		2,270		41
SAB Biotherapeutics, Inc. (a)		3,669		3
Sage Therapeutics, Inc. (a)		5,755		281
Sana Biotechnology, Inc. (a) (b)		9,188		49
Sanara Medtech, Inc. (a)		363		15
Sangamo Therapeutics, Inc. (a)		14,725		22
Sarepta Therapeutics, Inc. (a)		9,245		1,135
Satsuma Pharmaceuticals, Inc. (a)		3,041		3
Savara, Inc. (a)		7,667		14
Scholar Rock Holding Corp. (a)		4,225		27
Schrodinger, Inc. (a)		6,537		193
Science 37 Holdings, Inc. (a)		8,626		2
Scilex Holding Co. (a) (b)		8,726		63
scPharmaceuticals, Inc. (a) (b)		1,983		20
SCYNEXIS, Inc. (a)		3,512		11
Seagen, Inc. (a)		20,511		4,102
Seelos Therapeutics, Inc. (a)		11,646		8
Seer, Inc. (a)		4,530		15
Select Medical Holdings Corp.		11,525		352
Selecta Biosciences, Inc. (a) (b)		11,488		14
Sellas Life Sciences Group, Inc. (a) (b)		2,259		3
Semler Scientific, Inc. (a)		628		18
Sensei Biotherapeutics, Inc. (a)		1,892		3
Senseonics Holdings, Inc. (a) (b)		51,444		31
Sensus Healthcare, Inc. (a)		1,414		7
Senti Biosciences, Inc. (a)		2,899		3
Sera Prognostics, Inc. Class A (a)		1,691		6
Seres Therapeutics, Inc. (a)		10,469		51
Sharecare, Inc. (a)		31,689		49
Shockwave Medical, Inc. (a)		3,968		1,151
SI-BONE, Inc. (a)		3,332		74
SIGA Technologies, Inc.		4,692		27
Sight Sciences, Inc. (a)		3,183		31
Silk Road Medical, Inc. (a)		4,144		182
Simulations Plus, Inc.		1,822		76
Singular Genomics Systems, Inc. (a) (b)		4,959		5
SmileDirectClub, Inc. (a) (b)		12,961		5
Solid Biosciences, Inc. (a)		1,753		9
SomaLogic, Inc. (a)		15,128		42
Sonendo, Inc. (a) (b)		4,626		8
Sotera Health Co. (a)		11,064		186
Spectrum Pharmaceuticals, Inc. (a)		20,490		20
Spero Therapeutics, Inc. (a)		4,060		7
SpringWorks Therapeutics, Inc. (a)		4,963		116

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
STAAR Surgical Co. (a)		5,348	$	377
Stereotaxis, Inc. (a)		6,960		12
Stoke Therapeutics, Inc. (a)		3,016		27
Structure Therapeutics, Inc., ADR (a)		1,804		45
Summit Therapeutics, Inc. (a)		12,180		16
Supernus Pharmaceuticals, Inc. (a)		5,815		214
Surface Oncology, Inc. (a)		5,764		3
Surgery Partners, Inc. (a)		6,421		255
Surmodics, Inc. (a)		1,511		35
Sutro Biopharma, Inc. (a)		5,666		24
Syndax Pharmaceuticals, Inc. (a)		6,486		133
Syneos Health, Inc. (a)		11,453		450
Synlogic, Inc. (a)		5,134		3
Syros Pharmaceuticals, Inc. (a) (b)		1,676		5
Tabula Rasa Healthcare, Inc. (a)		2,734		15
Tactile Systems Technology, Inc. (a)		2,498		46
Talaris Therapeutics, Inc. (a)		2,196		6
Talkspace, Inc. (a)		10,341		8
Tandem Diabetes Care, Inc. (a)		7,132		282
Tango Therapeutics, Inc. (a)		5,630		19
Tarsus Pharmaceuticals, Inc. (a)		2,092		31
Taysha Gene Therapies, Inc. (a)		4,126		3
TCR2 Therapeutics, Inc. (a)		3,421		6
Tela Bio, Inc. (a)		1,202		11
Teladoc Health, Inc. (a)		17,599		467
Tenaya Therapeutics, Inc. (a) (b)		4,230		22
Tenet Healthcare Corp. (a)		11,116		815
Terns Pharmaceuticals, Inc. (a)		2,848		37
TFF Pharmaceuticals, Inc. (a)		3,607		2
TG Therapeutics, Inc. (a)		15,146		376
The Ensign Group, Inc.		5,995		582
The Joint Corp. (a)		1,564		25
The Oncology Institute, Inc. (a)		3,240		2
The Pennant Group, Inc. (a)		3,026		42
TherapeuticsMD, Inc. (a)		997		4
Theseus Pharmaceuticals, Inc. (a)		1,040		11
Third Harmonic Bio, Inc. (a)		1,635		7
Tilray, Inc. Class 2 (a) (b)		68,275		160
Tonix Pharmaceuticals Holding Corp. (a)		6,818		4
Tracon Pharmaceuticals, Inc. (a)		2,239		2
TransMedics Group, Inc. (a)		3,470		274
Travere Therapeutics, Inc. (a)		7,773		168
Treace Medical Concepts, Inc. (a)		4,523		111
Trevi Therapeutics, Inc. (a)		4,028		14
TScan Therapeutics, Inc. (a)		1,442		3
Twist Bioscience Corp. (a)		6,116		76
Tyra Biosciences, Inc. (a)		2,174		31
U.S. Physical Therapy, Inc.		1,355		144
UFP Technologies, Inc. (a)		782		108
Ultragenyx Pharmaceutical, Inc. (a)		7,317		320

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
United Therapeutics Corp. (a)		5,085	$	1,170
UNITY Biotechnology, Inc. (a)		1,382		3
UroGen Pharma Ltd. (a) (b)		2,146		25
Utah Medical Products, Inc.		382		36
Vanda Pharmaceuticals, Inc. (a)		6,107		37
Vapotherm, Inc. (a) (b)		3,828		2
Varex Imaging Corp. (a)		4,448		79
Vaxart, Inc. (a)		14,557		12
Vaxcyte, Inc. (a)		6,945		297
Vaxxinity, Inc. Class A (a)		4,148		9
VBI Vaccines, Inc. (a)		906		3
Veeva Systems, Inc. Class A (a)		15,633		2,800
Ventyx Biosciences, Inc. (a)		3,871		146
Vera Therapeutics, Inc. (a) (b)		2,866		19
Veracyte, Inc. (a)	��	7,960		180
Veradigm, Inc. (a)		11,876		148
Verastem, Inc. (a)		21,185		8
Vericel Corp. (a)		5,255		166
Verrica Pharmaceuticals, Inc. (a) (b)		2,716		17
Verve Therapeutics, Inc. (a)		4,211		67
Vicarious Surgical, Inc. (a) (b)		3,574		8
Viemed Healthcare, Inc. (a)		3,749		41
ViewRay, Inc. (a)		19,108		23
Vigil Neuroscience, Inc. (a)		837		7
Viking Therapeutics, Inc. (a)		7,645		163
Vir Biotechnology, Inc. (a)		9,247		233
Viracta Therapeutics, Inc. (a)		2,952		4
Viridian Therapeutics, Inc. (a)		3,878		109
VistaGen Therapeutics, Inc. (a)		24,328		3
Vivani Medical, Inc. (a)		4,035		4
VolitionRX Ltd. (a)		4,757		8
Vor BioPharma, Inc. (a)		5,958		27
Voyager Therapeutics, Inc. (a)		2,767		20
Werewolf Therapeutics, Inc. (a)		2,169		5
X4 Pharmaceuticals, Inc. (a)		9,802		14
XBiotech, Inc. (a)		1,874		6
Xencor, Inc. (a)		6,580		174
Xeris Biopharma Holdings, Inc. (a) (b)		14,017		32
Xilio Therapeutics, Inc. (a)		1,107		4
XOMA Corp. (a)		1,271		23
Y-mAbs Therapeutics, Inc. (a)		3,962		24
Zentalis Pharmaceuticals, Inc. (a)		5,725		126
Zevra Therapeutics, Inc. (a)		3,517		19
Zimvie, Inc. (a)		2,805		23
ZIOPHARM Oncology, Inc. (a) (b)		24,242		14
Zomedica Corp. (a) (b)		108,703		22
Zymeworks, Inc. (a)		6,423		54
Zynerba Pharmaceuticals, Inc. (a)		5,008		2
Zynex, Inc. (a)		2,308		26
				90,641

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Industrials (16.4%):
3D Systems Corp. (a)		14,256	$	131
AAON, Inc.		4,710		462
AAR Corp. (a)		3,668		194
ABM Industries, Inc.		7,277		310
ACCO Brands Corp.		10,139		46
Acme United Corp.		344		9
Acuity Brands, Inc.		3,591		565
ACV Auctions, Inc. Class A (a)		13,874		181
Advanced Drainage Systems, Inc.		7,828		671
Advent Technologies Holdings, Inc. (a) (b)		3,070		2
AECOM		15,570		1,293
Aerojet Rocketdyne Holdings, Inc. (a)		8,498		479
AeroVironment, Inc. (a)		2,678		270
AerSale Corp. (a)		2,321		38
AERWINS Technology, Inc. (a)		4,931		4
AGCO Corp.		6,937		860
AgEagle Aerial Systems, Inc. (a)		8,874		3
Air Lease Corp.		11,556		465
Air T, Inc.		161		4
Air Transport Services Group, Inc. (a)		6,356		129
Alamo Group, Inc.		1,314		232
Albany International Corp.		3,450		315
Alight, Inc. Class A (a)		32,149		297
Allegiant Travel Co. (a)		1,727		179
Allied Motion Technologies, Inc.		1,479		51
Allison Transmission Holdings, Inc.		10,190		497
Alta Equipment Group, Inc.		2,669		38
Ameresco, Inc. Class A (a)		3,534		147
American Superconductor Corp. (a)		3,142		13
American Woodmark Corp. (a)		1,825		92
Amprius Technologies, Inc. (a)		1,135		11
API Group Corp. (a)		24,112		549
Apogee Enterprises, Inc.		2,439		104
Applied Industrial Technologies, Inc.		4,239		575
Aqua Metals, Inc. (a)		7,289		8
ARC Document Solutions, Inc.		4,049		12
ArcBest Corp.		2,654		251
Archer Aviation, Inc. Class A (a)		14,135		28
Arcosa, Inc.		5,374		363
Argan, Inc.		1,446		58
Aris Water Solution, Inc. Class A		3,150		23
Armstrong World Industries, Inc.		5,066		348
Array Technologies, Inc. (a)		16,188		331
ASGN, Inc. (a)		5,359		384
Astec Industries, Inc.		2,494		103
Astra Space, Inc. (a) (b)		18,758		8
Astronics Corp. (a)		2,838		42
Asure Software, Inc. (a)		2,010		27
Atkore, Inc. (a)		4,382		554

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Atlis Motor Vehicles, Inc. (a)		2,517	$	1
Ault Alliance, Inc. (a)		32,723		3
Aurora Innovation, Inc. (a)		34,202		49
Avis Budget Group, Inc. (a)		4,335		766
Axon Enterprise, Inc. (a)		7,675		1,617
AZZ, Inc.		2,733		103
Babcock & Wilcox Enterprises, Inc. (a)		9,533		59
Barnes Group, Inc.		5,384		226
Barrett Business Services, Inc.		747		62
Beacon Roofing Supply, Inc. (a)		5,472		329
Beam Global (a)		950		8
Berkshire Grey, Inc. (a)		5,818		8
BGSF, Inc.		1,083		10
BlackSky Technology, Inc. (a) (b)		7,342		9
Blade Air Mobility, Inc. (a)		3,452		9
Blink Charging Co. (a) (b)		5,566		40
Bloom Energy Corp. Class A (a)		19,842		330
Blue Bird Corp. (a)		2,297		43
BlueLinx Holdings, Inc. (a)		983		69
Boise Cascade Co.		4,377		299
Booz Allen Hamilton Holding Corp.		14,525		1,390
Bowman Consulting Group Ltd. (a)		1,106		33
Brady Corp. Class A		5,074		259
Bridger Aerospace Group Holdings, Inc. (a)		1,520		7
BrightView Holdings, Inc. (a)		4,295		24
Broadwind, Inc. (a) (b)		1,967		10
Builders FirstSource, Inc. (a)		15,155		1,436
BWX Technologies, Inc.		10,221		660
Byrna Technologies, Inc. (a)		1,934		10
CACI International, Inc. Class A (a)		2,608		817
Cadre Holdings, Inc.		1,799		38
Capstone Green Energy Corp. (a)		1,972		2
Carlisle Cos., Inc.		5,674		1,225
Casella Waste Systems, Inc. (a)		5,623		500
CBIZ, Inc. (a)		5,411		285
CECO Environmental Corp. (a)		3,225		37
ChargePoint Holdings, Inc. (a) (b)		28,330		246
Chart Industries, Inc. (a)		4,739		631
Chicago Rivet & Machine Co.		99		3
Cimpress PLC (a)		2,411		125
CIRCOR International, Inc. (a)		2,213		62
Civeo Corp. (a)		1,501		29
Clean Harbors, Inc. (a)		5,635		818
Columbus McKinnon Corp.		3,141		109
Comfort Systems USA, Inc.		3,925		587
Commercial Vehicle Group, Inc. (a)		3,252		24
CompX International, Inc.		165		3
Concentrix Corp.		4,843		467
Concrete Pumping Holdings, Inc. (a)		2,730		19
Conduent, Inc. (a)		22,269		78

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Construction Partners, Inc. Class A (a)		4,450	$	115
Core & Main, Inc. Class A (a)		8,114		211
CoreCivic, Inc. (a)		12,396		109
Covenant Logistics Group, Inc. Class A		1,000		39
CPI Aerostructures, Inc. (a)		1,026		3
CRA International, Inc.		768		81
Crane Co. (a)		5,348		385
Crane NXT Co.		5,348		253
CSG Systems International, Inc.		3,398		179
CSW Industrials, Inc.		1,717		231
Curtiss-Wright Corp.		4,293		729
Custom Truck One Source, Inc. (a)		6,907		43
Daseke, Inc. (a)		4,448		36
Deluxe Corp.		4,786		73
Desktop Metal, Inc. Class A (a) (b)		26,688		59
DLH Holdings Corp. (a)		1,308		13
Donaldson Co., Inc.		13,498		858
Douglas Dynamics, Inc.		2,487		73
Driven Brands Holdings, Inc. (a)		6,940		213
Ducommun, Inc. (a)		1,253		63
Dun & Bradstreet Holdings, Inc.		24,899		278
DXP Enterprises, Inc. (a)		1,766		45
Dycom Industries, Inc. (a)		3,212		298
Eagle Bulk Shipping, Inc.		1,426		64
EMCOR Group, Inc.		5,233		895
Emeren Group Ltd., ADR (a) (b)		6,752		28
Encore Wire Corp.		1,953		305
Energous Corp. (a)		8,398		3
Energy Recovery, Inc. (a)		5,647		127
Energy Vault Holdings, Inc. (a)		6,971		12
Enerpac Tool Group Corp.		6,256		149
EnerSys		4,486		372
Ennis, Inc.		2,779		54
Enovix Corp. (a) (b)		13,203		143
EnPro Industries, Inc.		2,313		218
Eos Energy Enterprises, Inc. (a) (b)		8,791		15
Esab Corp.		6,328		369
ESCO Technologies, Inc.		2,833		265
Espey Manufacturing & Electronics Corp.		188		4
ESS Tech, Inc. (a) (b)		5,665		6
EVI Industries, Inc. (a)		578		12
Evoqua Water Technologies Corp. (a)		13,417		663
ExlService Holdings, Inc. (a)		3,557		635
Exponent, Inc.		5,617		517
Federal Signal Corp.		6,658		342
First Advantage Corp. (a)		6,126		79
FiscalNote Holdings, Inc. (a) (b)		11,291		20
Flowserve Corp.		14,644		489
Fluence Energy, Inc. (a)		6,509		118
Fluor Corp. (a)		15,630		454

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Flux Power Holdings, Inc. (a)		1,275	$	5
Forrester Research, Inc. (a)		1,282		40
Fortune Brands Innovations, Inc.		14,201		919
Forward Air Corp.		2,949		311
Franklin Covey Co. (a)		1,340		49
Franklin Electric Co., Inc.		4,295		384
FreightCar America, Inc. (a)		1,234		4
Frontier Group Holdings, Inc. (a)		4,148		39
FTAI Aviation Ltd.		10,944		311
FTAI Infrastructure, Inc.		11,024		34
FTC Solar, Inc. (a)		3,926		11
FTI Consulting, Inc. (a)		3,687		666
Fuel Tech, Inc. (a)		2,613		3
FuelCell Energy, Inc. (a)		45,460		85
Gates Industrial Corp. PLC (a)		11,399		154
GATX Corp.		3,916		446
GEE Group, Inc. (a)		12,181		6
Genco Shipping & Trading Ltd.		4,458		69
Gencor Industries, Inc. (a)		1,148		15
Genpact Ltd.		18,892		842
Gibraltar Industries, Inc. (a)		3,436		172
Global Industrial Co.		723		19
GMS, Inc. (a)		4,618		268
Graco, Inc.		18,612		1,476
GrafTech International Ltd.		21,564		102
Graham Corp. (a)		1,108		14
Granite Construction, Inc.		4,853		185
Great Lakes Dredge & Dock Corp. (a)		7,193		41
Griffon Corp.		5,319		151
GXO Logistics, Inc. (a)		13,042		693
H&E Equipment Services, Inc.		3,540		129
Harsco Corp. (a)		8,727		60
Hawaiian Holdings, Inc. (a)		5,590		47
Hayward Holdings, Inc. (a)		18,702		225
Healthcare Services Group, Inc.		8,252		129
Heartland Express, Inc.		5,219		76
HEICO Corp.		4,704		793
HEICO Corp. Class A		8,282		1,112
Heidrick & Struggles International, Inc.		2,180		55
Heliogen, Inc. (a)		14,800		4
Helios Technologies, Inc.		3,616		217
Herc Holdings, Inc.		3,197		320
Heritage-Crystal Clean, Inc. (a)		1,762		62
Hertz Global Holdings, Inc. (a)		35,042		585
Hexcel Corp.		9,349		674
Hillenbrand, Inc.		7,698		351
Hillman Solutions Corp. (a)		15,913		134
HireQuest, Inc.		591		12
HireRight Holdings Corp. (a)		1,958		21
HNI Corp.		4,501		117

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Hub Group, Inc. Class A (a)		3,549	$	268
Hubbell, Inc.		6,006		1,618
Hudson Global, Inc. (a)		256		6
Hudson Technologies, Inc. (a)		4,211		33
Hurco Cos., Inc.		707		16
Huron Consulting Group, Inc. (a)		2,101		178
Hydrofarm Holdings Group, Inc. (a)		4,352		7
Hyliion Holdings Corp. (a)		12,081		17
Hyster-Yale Materials Handling, Inc.		648		34
Hyzon Motors, Inc. (a) (b)		8,887		7
IBEX Ltd. (a)		1,043		21
ICF International, Inc.		2,048		233
Ideal Power, Inc. (a)		589		6
Ideanomics, Inc. (a) (b)		69,665		2
IES Holdings, Inc. (a)		2,169		94
Innodata, Inc. (a)		2,791		18
INNOVATE Corp. (a) (b)		5,442		16
Insperity, Inc.		3,987		488
Insteel Industries, Inc.		2,070		57
Interface, Inc.		6,321		50
ITT, Inc.		9,174		775
Janus International Group, Inc. (a)		9,202		83
JELD-WEN Holding, Inc. (a)		9,261		118
JetBlue Airways Corp. (a)		36,290		259
Joby Aviation, Inc. (a) (b)		34,511		149
John Bean Technologies Corp.		3,498		380
Kadant, Inc.		1,294		240
Kaman Corp.		3,108		69
KAR Auction Services, Inc. (a)		11,960		162
Karat Packaging, Inc.		647		9
KBR, Inc.		15,150		859
Kelly Services, Inc. Class A		3,760		62
Kennametal, Inc.		8,572		223
Kforce, Inc.		2,140		127
Kimball International, Inc. Class B		3,958		49
Kirby Corp. (a)		6,644		477
Knightscope, Inc. Class A (a)		2,897		2
Knight-Swift Transportation Holdings, Inc.		16,770		944
Korn Ferry		5,787		278
Kratos Defense & Security Solutions, Inc. (a)		13,831		178
KULR Technology Group, Inc. (a)		8,210		5
Landstar System, Inc.		3,985		701
Lawson Products, Inc. (a)		2,130		99
LB Foster Co. Class A (a)		1,091		12
Legalzoom.com, Inc. (a)		9,496		89
Lennox International, Inc.		3,577		1,008
Leonardo DRS, Inc. (a)		4,957		75
Lightning eMotors, Inc. (a)		287		1
Limbach Holdings, Inc. (a)		986		17
Lincoln Electric Holdings, Inc.		6,405		1,075

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Lindsay Corp.		1,221	$	147
Liquidity Services, Inc. (a)		2,589		34
LSI Industries, Inc.		3,029		38
Lyft, Inc. Class A (a)		34,741		356
Manitex International, Inc. (a)		1,531		8
ManpowerGroup, Inc.		5,608		425
Markforged Holding Corp. (a)		11,309		11
Marten Transport Ltd.		6,455		130
Masonite International Corp. (a)		2,445		224
MasTec, Inc. (a)		6,662		592
Mastech Digital, Inc. (a)		378		3
Masterbrand, Inc. (a)		14,200		115
Matrix Service Co. (a)		2,877		14
Matson, Inc.		3,925		267
Matthews International Corp. Class A		3,272		124
Maxar Technologies, Inc.		8,121		428
Maximus, Inc.		6,741		564
Mayville Engineering Co., Inc. (a)		1,334		16
McGrath RentCorp		2,705		240
MDU Resources Group, Inc.		21,646		633
Mercury Systems, Inc. (a)		6,316		301
Mesa Air Group, Inc. (a)		3,577		8
Micromobility.com, Inc. (a)		518		1
Microvast Holdings, Inc. (a)		15,595		16
Miller Industries, Inc.		1,267		41
MillerKnoll, Inc.		8,385		143
Mistras Group, Inc. (a)		1,942		16
Molekule Group, Inc. (a)		1,261		2
Momentus, Inc. (a)		6,532		3
Montrose Environmental Group, Inc. (a)		3,063		93
Moog, Inc. Class A		3,153		284
MRC Global, Inc. (a)		8,905		87
MSA Safety, Inc.		4,086		530
MSC Industrial Direct Co., Inc.		5,143		467
Mueller Industries, Inc.		6,180		444
Mueller Water Products, Inc. Class A		17,159		230
MYR Group, Inc. (a)		1,811		232
National Presto Industries, Inc.		586		40
NEXTracker, Inc. Class A (a)		5,140		162
Nikola Corp. (a) (b)		45,344		40
Nl Industries, Inc.		929		6
NN, Inc. (a)		4,719		5
Northwest Pipe Co. (a)		1,080		30
NOW, Inc. (a)		12,239		131
NV5 Global, Inc. (a)		1,412		134
nVent Electric PLC		18,293		767
Ocean Power Technologies, Inc. (a)		6,263		3
Omega Flex, Inc.		373		41
Oshkosh Corp.		7,258		555
Owens Corning		10,069		1,075

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
PAM Transportation Services, Inc.		721	$	16
Pangaea Logistics Solutions Ltd.		2,829		18
Park Aerospace Corp.		2,225		29
Park-Ohio Holdings Corp.		963		12
Parsons Corp. (a)		11,615		505
Paycor HCM, Inc. (a)		7,117		167
Paylocity Holding Corp. (a)		4,687		906
Performant Financial Corp. (a)		7,074		23
Perma-Fix Environmental Services (a)		1,149		10
PGT Innovations, Inc. (a)		6,386		164
Pitney Bowes, Inc.		17,369		61
Planet Labs PBC (a)		17,713		72
Plug Power, Inc. (a) (b)		59,177		534
Powell Industries, Inc.		1,021		41
Preformed Line Products Co.		309		38
Primoris Services Corp.		5,891		149
Proterra, Inc. (a)		18,697		22
Proto Labs, Inc. (a)		2,959		85
Quad/Graphics, Inc. (a)		3,375		12
Quanex Building Products Corp.		3,650		70
Quest Resource Holding Corp. (a)		1,836		10
Radiant Logistics, Inc. (a)		4,156		27
RBC Bearings, Inc. (a)		3,187		723
RCM Technologies, Inc. (a)		739		8
Red Violet, Inc. (a) (b)		1,043		18
Redwire Corp. (a)		2,145		7
Regal Rexnord Corp.		7,347		956
Resideo Technologies, Inc. (a)		16,015		285
Resources Connection, Inc.		3,543		52
REV Group, Inc.		3,354		36
Rocket Lab USA, Inc. (a) (b)		28,635		112
Rush Enterprises, Inc. Class A		4,416		235
RXO, Inc. (a)		12,771		231
Ryder System, Inc.		5,031		398
Saia, Inc. (a)		2,965		883
Sarcos Technology and Robotics Corp. (a)		8,839		4
Schneider National, Inc. Class B		6,387		167
Science Applications International Corp.		6,059		618
Sensata Technologies Holding PLC		16,916		735
SES AI Corp. (a)		16,797		27
ShiftPixy, Inc. (a)		997		3
Shoals Technologies Group, Inc. Class A (a)		12,083		252
Simpson Manufacturing Co., Inc.		4,725		594
SiteOne Landscape Supply, Inc. (a)		4,953		732
Skillsoft Corp. (a)		9,395		12
SkyWest, Inc. (a)		5,425		154
SKYX Platforms Corp. (a) (b)		5,285		20
SP Plus Corp. (a)		2,095		72
Spire Global, Inc. (a)		9,410		7
Spirit AeroSystems Holdings, Inc. Class A		11,676		347

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Spirit Airlines, Inc.		12,105	$	207
SPX Technologies, Inc. (a)		4,962		316
SS&C Technologies Holdings, Inc.		24,557		1,438
Standex International Corp.		1,312		161
StarTek, Inc. (a)		857		3
Steel Connect, Inc. (a)		4,212		4
Steelcase, Inc. Class A		9,226		74
Stem, Inc. (a)		15,588		66
Stericycle, Inc. (a)		10,329		472
Sterling Check Corp. (a)		9,244		104
Sterling Infrastructure, Inc. (a)		3,263		120
Sun Country Airlines Holdings, Inc. (a)		3,597		71
SunPower Corp. (a) (b)		9,563		126
Sunrun, Inc. (a)		23,305		490
Sunworks, Inc. (a) (b)		3,824		3
Symbotic, Inc. (a) (b)		1,417		38
TaskUS, Inc. Class A (a)		2,994		40
Taylor Devices, Inc. (a)		334		7
Team, Inc. (a)		464		2
Tennant Co.		2,034		155
Terex Corp.		7,336		327
Terran Orbital Corp. (a) (b)		11,008		20
Tetra Tech, Inc.		5,904		817
Textainer Group Holdings Ltd.		4,499		158
The AZEK Co., Inc. (a)		16,382		445
The Brink's Co.		5,049		317
The GEO Group, Inc. (a)		13,214		100
The Gorman-Rupp Co.		2,516		62
The Greenbrier Cos., Inc.		3,526		93
The LS Starrett Co. Class A (a)		618		7
The Manitowoc Co., Inc. (a)		3,813		58
The Middleby Corp. (a)		5,736		808
The Shyft Group, Inc.		3,552		89
The Timken Co.		7,219		555
The Toro Co.		11,655		1,215
Thermon Group Holdings, Inc. (a)		3,679		76
Titan International, Inc. (a)		5,773		56
Titan Machinery, Inc. (a)		2,290		72
TPI Composites, Inc. (a)		4,635		57
Transcat, Inc. (a)		806		61
TransUnion		21,399		1,472
Trex Co., Inc. (a)		12,173		665
TriNet Group, Inc. (a)		6,250		580
Trinity Industries, Inc.		9,000		216
Triumph Group, Inc. (a)		7,139		77
TrueBlue, Inc. (a)		3,531		53
TTEC Holdings, Inc.		2,116		72
TuSimple Holdings, Inc. Class A (a) (b)		15,368		19
Tutor Perini Corp. (a)		4,672		25
Twin Disc, Inc. (a)		1,176		13

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
U.S. Xpress Enterprises, Inc. Class A (a)		3,039	$	18
Uber Technologies, Inc. (a)		212,300		6,592
UFP Industries, Inc.		6,699		526
U-Haul Holding Co.		11,271		610
U-Haul Holding Co.		835		51
Ultralife Corp. (a)		1,066		4
UniFirst Corp.		1,675		274
Univar Solutions, Inc. (a)		17,539		623
Universal Logistics Holdings, Inc.		766		20
Upwork, Inc. (a)		12,914		124
Urban-Gro, Inc. (a)		819		2
V2X, Inc. (a)		1,213		52
Valmont Industries, Inc.		2,342		680
Velo3D, Inc. (a) (b)		9,607		22
Veritiv Corp.		1,436		165
Verra Mobility Corp. (a)		16,122		273
Vertiv Holdings Co.		34,244		511
Viad Corp. (a)		2,246		43
Vicor Corp. (a)		2,498		107
View, Inc. (a)		14,686		5
Virgin Galactic Holdings, Inc. (a) (b)		24,493		89
VSE Corp.		1,177		50
Wabash National Corp.		5,211		134
Watsco, Inc.		3,690		1,278
Watts Water Technologies, Inc. Class A		2,999		485
Werner Enterprises, Inc.		6,515		294
WESCO International, Inc.		4,900		706
Westwater Resources, Inc. (a)		5,277		4
Wheels Up Experience, Inc. (a)		18,856		9
Willdan Group, Inc. (a)		1,400		21
Williams Industrial Services Group, Inc. (a)		2,574		2
Willis Lease Finance Corp. (a)		212		11
WillScot Mobile Mini Holdings Corp. (a)		22,597		1,026
Woodward, Inc.		6,224		598
Xometry, Inc. Class A (a) (b)		4,263		59
Xos, Inc. (a)		5,835		3
XPO, Inc. (a)		12,683		560
Yellow Corp. (a)		3,657		7
Zurn Elkay Water Solutions Corp.		16,178		349
				110,590
Information Technology (16.0%):
8x8, Inc. (a)		12,033		35
908 Devices, Inc. (a) (b)		2,522		17
A10 Networks, Inc.		7,572		107
ACI Worldwide, Inc. (a)		11,993		304
ACM Research, Inc. Class A (a)		4,997		47
Adeia, Inc.		11,418		87
ADTRAN Holdings, Inc.		7,930		72
Advanced Energy Industries, Inc.		4,115		356
Aehr Test Systems (a)		2,861		71

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Aeva Technologies, Inc. (a)		11,981	$	12
AEye, Inc. (a) (b)		10,645		2
Agilysys, Inc. (a)		2,683		209
Airgain, Inc. (a)		1,065		6
Airspan Networks Holdings, Inc. (a)		2,235		1
Akoustis Technologies, Inc. (a)		7,616		22
Alarm.com Holdings, Inc. (a)		5,313		253
Alkami Technology, Inc. (a)		3,895		47
Allegro MicroSystems, Inc. (a)		7,725		276
Alpha & Omega Semiconductor Ltd. (a)		2,477		59
Altair Engineering, Inc. Class A (a)		5,754		397
Alteryx, Inc. Class A (a)		6,561		270
Ambarella, Inc. (a)		4,082		253
Amdocs Ltd.		13,537		1,235
American Software, Inc. Class A		3,541		42
Amkor Technology, Inc.		8,510		190
Amplitude, Inc. Class A (a)		5,081		58
Amtech Systems, Inc. (a)		1,004		9
Appfolio, Inc. Class A (a)		2,058		287
Appian Corp. (a)		4,508		169
Applied Digital Corp. (a)		6,033		19
Applied Optoelectronics, Inc. (a) (b)		2,939		6
AppLovin Corp. Class A (a)		12,805		218
Arlo Technologies, Inc. (a)		9,118		59
Arrow Electronics, Inc. (a)		6,465		740
Arteris, Inc. (a)		1,909		7
Asana, Inc. Class A (a)		8,701		141
Aspen Technology, Inc. (a)		3,194		565
Atlassian Corp. Class A (a)		16,651		2,459
Atomera, Inc. (a) (b)		2,550		20
AudioEye, Inc. (a)		657		4
AvePoint, Inc. (a)		12,131		53
Aviat Networks, Inc. (a)		1,200		39
Avid Technology, Inc. (a)		4,504		133
Avnet, Inc.		10,137		418
Axcelis Technologies, Inc. (a)		3,607		427
AXT, Inc. (a)		4,537		12
Backblaze, Inc. Class A (a)		1,148		5
Badger Meter, Inc.		3,249		430
Bel Fuse, Inc. Class A		182		8
Bel Fuse, Inc. Class B		1,124		46
Belden, Inc.		4,701		371
Benchmark Electronics, Inc.		3,823		82
Bentley Systems, Inc. Class B		23,880		1,016
BigCommerce Holdings, Inc. Class 1 (a)		6,686		49
BILL Holdings, Inc. (a)		11,444		879
Bit Digital, Inc. (a)		9,145		18
Black Knight, Inc. (a)		16,958		927
Blackbaud, Inc. (a)		4,760		330
Blackline, Inc. (a)		5,491		306

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Blend Labs, Inc. Class A (a)		16,020	$	10
Box, Inc. Class A (a)		15,374		407
Boxlight Corp. Class A (a)		7,971		3
Braze, Inc. Class A (a)		4,791		141
Brightcove, Inc. (a)		4,478		19
BSQUARE Corp. (a)		1,996		2
C3.ai, Inc. Class A (a) (b)		9,688		173
CalAmp Corp. (a)		3,893		10
Calix, Inc. (a)		6,522		298
Cambium Networks Corp. (a)		1,317		20
Casa Systems, Inc. (a)		3,816		5
Castellum, Inc. (a)		2,930		3
CCC Intelligent Solutions Holdings, Inc. (a)		13,909		121
Cepton, Inc. (a)		4,734		2
Cerberus Cyber Sentinel Corp. (a)		6,643		1
Cerence, Inc. (a)		4,328		111
CEVA, Inc. (a)		2,520		63
Ciena Corp. (a)		16,463		758
Cipher Mining, Inc. (a) (b)		4,437		10
Cirrus Logic, Inc. (a)		6,191		531
Cleanspark, Inc. (a)		8,476		33
Clear Secure, Inc. Class A		8,443		204
Clearfield, Inc. (a)		1,450		63
Clearwater Analytics Holdings, Inc. Class A (a)		6,171		95
Climb Global Solutions, Inc.		422		19
Cloudflare, Inc. Class A (a)		31,260		1,471
Coda Octopus Group, Inc. (a)		538		4
Cognex Corp.		18,559		885
Coherent Corp. (a)		13,235		452
Cohu, Inc. (a)		5,193		176
CommScope Holding Co., Inc. (a)		22,656		112
CommVault Systems, Inc. (a)		4,893		285
CompoSecure, Inc. (a) (b)		1,271		10
Computer Task Group, Inc. (a)		1,567		11
Comtech Telecommunications Corp.		2,832		29
Confluent, Inc. Class A (a)		16,020		352
Consensus Cloud Solutions, Inc. (a)		2,044		76
Corsair Gaming, Inc. (a)		4,506		79
Couchbase, Inc. (a)		3,088		47
CPI Card Group, Inc. (a)		472		20
Credo Technology Group Holding Ltd. (a)		10,194		83
Crowdstrike Holdings, Inc. Class A (a)		23,724		2,848
CS Disco, Inc. (a)		2,976		18
CSP, Inc.		367		5
CTS Corp.		3,465		136
CVD Equipment Corp. (a)		629		6
Cvent Holding Corp. (a) (b)		4,919		41
Cyxtera Technologies, Inc. (a)		8,452		3
Daktronics, Inc. (a)		4,024		19
Datadog, Inc. Class A (a)		28,797		1,940

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Dave, Inc. (a)		541	$	3
DecisionPoint Systems, Inc. (a)		671		5
Dell Technologies, Inc. Class C		26,064		1,134
Diebold Nixdorf, Inc. (a) (b)		8,329		7
Digi International, Inc. (a)		3,845		116
Digimarc Corp. (a)		1,568		27
Digital Turbine, Inc. (a)		10,559		124
DigitalOcean Holdings, Inc. (a)		6,519		206
Diodes, Inc. (a)		4,944		394
DocuSign, Inc. (a)		22,305		1,103
Dolby Laboratories, Inc. Class A		6,627		555
Domo, Inc. Class B (a)		3,330		53
DoubleVerify Holdings, Inc. (a)		9,975		293
Dropbox, Inc. Class A (a)		30,164		614
Dynatrace, Inc. (a)		23,967		1,013
DZS, Inc. (a)		2,353		16
E2open Parent Holdings, Inc. (a)		26,756		168
Eastman Kodak Co. (a) (b)		6,913		23
Ebix, Inc.		2,701		44
eGain Corp. (a)		2,483		18
Elastic NV (a)		8,463		485
Embark Technology, Inc. (a)		1,346		4
EMCORE Corp. (a)		3,837		4
EngageSmart, Inc. (a)		2,980		51
Entegris, Inc.		16,570		1,241
Envestnet, Inc. (a)		5,750		364
ePlus, Inc. (a)		2,954		129
Everbridge, Inc. (a)		4,384		115
Everspin Technologies, Inc. (a)		1,867		12
Evolv Technologies Holdings, Inc. (a)		7,940		29
Expensify, Inc. Class A (a)		3,593		27
Extreme Networks, Inc. (a)		14,185		252
FARO Technologies, Inc. (a)		2,083		49
Fastly, Inc. Class A (a)		12,645		187
Five9, Inc. (a)		7,742		502
Flex Ltd. (a)		50,038		1,029
Focus Universal, Inc. (a) (b)		2,997		6
ForgeRock, Inc. Class A (a)		4,647		93
FormFactor, Inc. (a)		8,544		233
Freshworks, Inc. Class A (a)		14,803		198
Gitlab, Inc. Class A (a)		8,380		254
GLOBALFOUNDRIES, Inc. (a)		8,551		503
GoDaddy, Inc. Class A (a)		17,030		1,289
Grid Dynamics Holdings, Inc. (a)		5,869		64
Guidewire Software, Inc. (a)		9,082		692
Harmonic, Inc. (a)		12,197		172
HashiCorp, Inc. Class A (a)		7,989		214
HubSpot, Inc. (a)		5,258		2,213
Ichor Holdings Ltd. (a)		3,163		88
Identiv, Inc. (a)		2,421		13

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Immersion Corp.		3,366	$	22
Impinj, Inc. (a)		2,814		249
indie Semiconductor, Inc. Class A (a)		8,527		65
Infinera Corp. (a)		24,699		156
Informatica, Inc. Class A (a)		12,319		190
Information Services Group, Inc.		3,764		19
Inseego Corp. (a)		11,962		7
Insight Enterprises, Inc. (a)		3,712		449
Instructure Holdings, Inc. (a)		1,597		42
Intapp, Inc. (a)		4,357		176
Intelligent Systems Corp. (a)		706		18
InterDigital, Inc.		3,258		221
inTEST Corp. (a)		1,162		22
Intevac, Inc. (a)		2,716		17
IonQ, Inc. (a) (b)		15,011		83
IPG Photonics Corp.		3,362		387
IronNet, Inc. (a)		5,111		1
Issuer Direct Corp. (a)		315		6
Iteris, Inc. (a)		4,744		22
Itron, Inc. (a)		5,012		268
Jabil, Inc.		14,336		1,120
Jamf Holding Corp. (a)		4,978		94
JFrog Ltd. (a)		6,900		128
Kaleyra, Inc. (a)		1,419		3
Kaltura, Inc. (a)		6,121		11
Key Tronic Corp. (a)		1,121		8
Kimball Electronics, Inc. (a)		2,631		53
Knowles Corp. (a)		10,018		169
Kopin Corp. (a)		11,003		11
Kulicke & Soffa Industries, Inc.		6,161		294
KVH Industries, Inc. (a)		1,548		16
Kyndryl Holdings, Inc. (a)		25,237		365
Lantronix, Inc. (a)		3,313		12
Latch, Inc. (a)		11,519		9
Lattice Semiconductor Corp. (a)		15,240		1,215
Lightwave Logic, Inc. (a) (b)		12,517		56
Limelight Networks, Inc. (a)		15,143		10
Littelfuse, Inc.		2,720		659
LivePerson, Inc. (a)		7,849		36
LiveRamp Holdings, Inc. (a)		7,033		169
LiveVox Holdings, Inc. (a)		1,349		4
Lumentum Holdings, Inc. (a)		7,445		359
Luna Innovations, Inc. (a)		3,507		22
MACOM Technology Solutions Holdings, Inc. (a)		6,023		351
Magnachip Semiconductor Corp. (a)		4,731		42
Manhattan Associates, Inc. (a)		6,932		1,149
Marathon Digital Holdings, Inc. (a)		12,437		125
Marvell Technology, Inc.		95,602		3,774
Matterport, Inc. (a)		27,067		63
Mawson Infrastructure Group, Inc. (a)		1,273		4

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description		Shares		Value
MaxLinear, Inc. (a)			8,030	$	194
MeridianLink, Inc. (a)			2,175		33
Meta Materials, Inc. (a) (b)			36,092		7
Methode Electronics, Inc.			3,842		158
MicroStrategy, Inc. (a) (b)			1,075		353
MicroVision, Inc. (a) (b)			19,503		39
Mirion Technologies, Inc. (a)			20,955		170
Mitek Systems, Inc. (a)			4,806		43
MKS Instruments, Inc.			6,483		544
Model N, Inc. (a)			3,974		122
Momentive Global, Inc. (a)			14,426		135
MongoDB, Inc. (a)			7,453		1,788
Movella Holdings, Inc. (a)			3,078		4
N-able, Inc. (a)			6,073		77
Napco Security Technologies, Inc. (a)			3,665		114
National Instruments Corp.			14,484		843
Navitas Semiconductor Corp. (a) (b)			10,143		54
nCino, Inc. (a)			6,719		166
NCR Corp. (a)			14,829		331
NETGEAR, Inc. (a)			3,078		44
NetScout Systems, Inc. (a)			7,633		208
New Relic, Inc. (a)			7,023		502
NextNav, Inc. (a)			2,979		6
nLight, Inc. (a)			4,823		42
Novanta, Inc. (a)			3,959		605
Nutanix, Inc. Class A (a)			25,526		612
NVE Corp.			530		40
Okta, Inc. (a)			16,603		1,138
Olo, Inc. Class A (a)			10,817		74
ON24, Inc. (a)			4,522		39
Ondas Holdings, Inc. (a)			4,094		4
OneSpan, Inc. (a)			4,045		60
Onto Innovation, Inc. (a)			5,409		438
OSI Systems, Inc. (a)			1,738		196
Ouster, Inc. (a)			1,315		5
PagerDuty, Inc. (a)			9,477		285
Palantir Technologies, Inc. Class A (a)			192,946		1,495
Palo Alto Networks, Inc. (a)			33,230		6,063
PAR Technology Corp. (a)			2,905		89
PC Connection, Inc.			1,267		51
PC-Telephone, Inc.			1,725		8
PDF Solutions, Inc. (a)	��		3,343		121
Pegasystems, Inc.			4,343		198
Perficient, Inc. (a)			3,764		244
PFSweb, Inc.			1,876		8
Photronics, Inc. (a)			6,641		96
Phunware, Inc. (a) (b)			10,693		6
Pixelworks, Inc. (a)			5,469		8
Plexus Corp. (a)			3,042		266
Porch Group, Inc. (a)			9,125		8

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Power Integrations, Inc.		6,257	$	455
Powerfleet, Inc. (a)		3,647		10
PowerSchool Holdings, Inc. (a)		4,825		101
Presto Automation, Inc. (a)		3,165		11
Procore Technologies, Inc. (a)		13,358		713
Progress Software Corp.		4,760		261
PROS Holdings, Inc. (a)		4,626		131
Pure Storage, Inc. Class A (a)		31,870		728
Q2 Holdings, Inc. (a)		6,146		151
Qualtrics International, Inc. Class A (a)		11,453		205
Qualys, Inc. (a)		4,023		454
Quantum Computing, Inc. (a)		2,866		3
Rackspace Technology, Inc. (a)		5,439		8
Rambus, Inc. (a)		11,965		531
Rapid7, Inc. (a)		6,526		317
Red Cat Holdings, Inc. (a)		3,650		3
Rekor Systems, Inc. (a) (b)		5,583		7
Ribbon Communications, Inc. (a)		15,447		40
Richardson Electronics Ltd.		1,307		20
Rigetti Computing, Inc. (a)		8,545		4
Rimini Street, Inc. (a)		5,242		20
RingCentral, Inc. Class A (a)		9,337		257
Riot Platforms, Inc. (a) (b)		17,245		206
Rogers Corp. (a)		2,063		332
Rubicon Technologies, Inc. (a) (b)		3,129		2
Samsara, Inc. Class A (a)		11,156		201
Sanmina Corp. (a)		6,408		335
ScanSource, Inc. (a)		2,784		76
SecureWorks Corp. Class A (a)		968		9
SEMrush Holdings, Inc. Class A (a)		3,283		32
Semtech Corp. (a)		7,082		138
SentinelOne, Inc. Class A (a)		22,397		360
Silicon Laboratories, Inc. (a)		3,467		483
SiTime Corp. (a)		1,727		187
SkyWater Technology, Inc. (a)		1,553		14
SMART Global Holdings, Inc. (a)		5,238		81
SmartRent, Inc. (a) (b)		17,112		44
Smartsheet, Inc. Class A (a)		13,979		571
Smith Micro Software, Inc. (a)		5,543		6
Snowflake, Inc. Class A (a)		30,990		4,589
SolarWinds Corp. (a)		4,165		36
SoundHound AI, Inc. Class A (a) (b)		12,934		34
SoundThinking, Inc. (a)		985		29
SPI Energy Co. Ltd. (a)		2,293		3
Splunk, Inc. (a)		16,691		1,439
Sprinklr, Inc. Class A (a)		8,107		97
Sprout Social, Inc. Class A (a)		5,127		253
SPS Commerce, Inc. (a)		4,028		593
Squarespace, Inc. Class A (a)		4,088		127
Stratasys Ltd. (a)		6,585		95

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Sumo Logic, Inc. (a)		10,354	$	124
Super Micro Computer, Inc. (a)		5,229		551
Synaptics, Inc. (a)		4,370		387
Synchronoss Technologies, Inc. (a)		9,773		9
TD SYNNEX Corp.		5,188		462
Telos Corp. (a)		5,347		9
Tenable Holdings, Inc. (a)		12,098		448
Teradata Corp. (a)		11,069		428
Terawulf, Inc. (a)		10,623		19
The Glimpse Group, Inc. (a)		1,067		4
The Hackett Group, Inc.		2,649		49
Thoughtworks Holding, Inc. (a)		9,876		62
Tingo Group, Inc. (a)		12,525		29
TTM Technologies, Inc. (a)		11,223		133
Turtle Beach Corp. (a)		1,725		19
Twilio, Inc. Class A (a)		19,508		1,026
UiPath, Inc. Class A (a)		41,637		586
Ultra Clean Holdings, Inc. (a)		4,868		139
Unisys Corp. (a)		7,291		23
Unity Software, Inc. (a)		26,456		714
Universal Display Corp.		4,870		650
Upland Software, Inc. (a)		3,140		12
Varonis Systems, Inc. (a)		11,577		268
Veeco Instruments, Inc. (a)		5,673		105
Verint Systems, Inc. (a)		7,233		264
Veritone, Inc. (a) (b)		3,496		17
Vertex, Inc. Class A (a)		4,095		85
Viant Technology, Inc. Class A (a)		1,469		7
Viasat, Inc. (a)		8,045		282
Viavi Solutions, Inc. (a)		24,935		223
VirnetX Holding Corp.		6,481		3
Vishay Intertechnology, Inc.		14,373		306
Vishay Precision Group, Inc. (a)		1,308		49
VMware, Inc. Class A (a)		23,834		2,980
Vontier Corp.		17,220		467
Weave Communications, Inc. (a)		3,600		16
WM Technology, Inc. (a)		8,050		6
Wolfspeed, Inc. (a)		13,801		642
Workday, Inc. Class A (a)		22,408		4,171
Workiva, Inc. (a)		5,184		484
Wrap Technologies, Inc. (a) (b)		2,948		4
Xerox Holdings Corp.		16,215		254
Xperi, Inc. (a)		4,662		44
Yext, Inc. (a)		11,081		97
Zeta Global Holdings Corp. Class A (a)		15,416		150
Zoom Video Communications, Inc. Class A (a)		24,222		1,488
Zscaler, Inc. (a)		9,533		859
Zuora, Inc. Class A (a)		13,920		108
				108,267

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Materials (4.2%):
5E Advanced Materials, Inc. (a) (b)		4,006	$	17
Advanced Emissions Solutions, Inc. (a)		2,043		4
AdvanSix, Inc.		2,951		111
Alcoa Corp.		19,631		729
Alpha Metallurgical Resources, Inc.		1,445		212
Alto Ingredients, Inc. (a)		7,999		10
American Vanguard Corp.		3,115		60
Amyris, Inc. (a) (b)		27,695		23
AptarGroup, Inc.		7,255		860
Arconic Corp. (a)		10,915		270
Arras Minerals Corp. (a)		4,451		1
Ascent Industries Co. (a)		971		9
Ashland, Inc.		6,020		612
Aspen Aerogels, Inc. (a)		7,192		45
ATI, Inc. (a)		14,266		551
Atlas Lithium Corp. (a) (b)		551		19
Avient Corp.		9,479		365
Axalta Coating Systems Ltd. (a)		24,768		782
Balchem Corp.		3,565		468
Berry Global Group, Inc.		13,602		786
Cabot Corp.		6,248		448
Carpenter Technology Corp.		5,327		281
Century Aluminum Co. (a)		8,793		76
Chase Corp.		788		86
Clearwater Paper Corp. (a)		1,821		66
Cleveland-Cliffs, Inc. (a)		56,528		869
Coeur Mining, Inc. (a)		32,464		110
Commercial Metals Co.		12,861		600
Compass Minerals International, Inc.		4,559		149
Core Molding Technologies, Inc. (a)		850		16
Crown Holdings, Inc.		13,171		1,130
Dakota Gold Corp. (a) (b)		5,984		20
Danimer Scientific, Inc. (a) (b)		9,996		32
Diversey Holdings Ltd. (a)		8,721		71
Eagle Materials, Inc.		3,999		593
Ecovyst, Inc. (a)		9,524		108
Element Solutions, Inc.		24,881		452
Flotek Industries, Inc. (a)		7,988		5
Friedman Industries, Inc.		703		8
FutureFuel Corp.		2,843		21
Gatos Silver, Inc. (a)		5,267		31
Ginkgo Bioworks Holdings, Inc. (a) (b)		112,322		137
Glatfelter Corp.		4,818		22
Gold Resource Corp.		9,804		9
Golden Minerals Co. (a)		14,260		3
Graphic Packaging Holding Co.		34,070		840
Greif, Inc. Class A		2,725		171
Hawkins, Inc.		2,146		87
Haynes International, Inc.		1,372		65

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
HB Fuller Co.		5,958	$	394
Hecla Mining Co.		63,338		383
Huntsman Corp.		20,233		542
Hycroft Mining Holding Corp. (a)		17,682		7
Ingevity Corp. (a)		4,146		297
Innospec, Inc.		2,747		279
Intrepid Potash, Inc. (a)		1,017		26
Kaiser Aluminum Corp.		1,751		115
Koppers Holdings, Inc.		2,217		73
Livent Corp. (a)		19,897		435
Louisiana-Pacific Corp.		7,881		471
LSB Industries, Inc. (a)		5,630		50
Materion Corp.		2,255		244
Mativ Holdings, Inc.		5,971		116
Mercer International, Inc.		4,226		41
Mesabi Trust (a)		1,471		34
Minerals Technologies, Inc.		3,564		211
MP Materials Corp. (a)		16,312		353
Myers Industries, Inc.		4,049		77
NewMarket Corp.		793		317
O-I Glass, Inc. (a)		16,949		381
Olin Corp.		14,825		821
Olympic Steel, Inc.		1,086		51
Origin Materials, Inc. (a) (b)		11,192		44
Pactiv Evergreen, Inc.		4,382		35
Piedmont Lithium, Inc. (a)		1,977		114
PureCycle Technologies, Inc. (a)		13,007		85
Quaker Chemical Corp.		1,548		289
Ramaco Resources, Inc.		2,717		22
Ranpak Holdings Corp. (a)		8,152		33
Rayonier Advanced Materials, Inc. (a)		6,880		37
Reliance Steel & Aluminum Co.		6,521		1,616
Royal Gold, Inc.		7,356		974
RPM International, Inc.		14,320		1,175
Ryerson Holding Corp.		2,694		102
Schnitzer Steel Industries, Inc.		2,830		82
Sensient Technologies Corp.		4,669		348
Silgan Holdings, Inc.		9,250		456
Sonoco Products Co.		10,817		656
Southern Copper Corp.		9,528		732
Stepan Co.		2,366		218
Summit Materials, Inc. Class A (a)		13,137		360
SunCoke Energy, Inc.		9,250		72
Sylvamo Corp.		4,036		185
The Chemours Co.		16,288		473
The Scotts Miracle-Gro Co.		4,640		310
TimkenSteel Corp. (a)		4,230		71
Tredegar Corp.		2,780		26
TriMas Corp.		4,602		117
Trinseo PLC		3,841		70
Tronox Holdings PLC		12,808		175

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
U.S. Antimony Corp. (a)		8,938	$	3
U.S. Gold Corp. (a) (b)		833		4
United States Lime & Minerals, Inc.		229		37
United States Steel Corp.		25,137		575
Universal Stainless & Alloy Products, Inc. (a)		932		9
Valhi, Inc.		253		4
Warrior Met Coal, Inc.		5,701		197
Westlake Corp.		3,716		423
Worthington Industries, Inc.		3,397		202
				28,489
Real Estate (6.1%):
Acadia Realty Trust		10,534		142
Agree Realty Corp.		9,901		673
Alexander & Baldwin, Inc.		7,966		153
Alexander's, Inc.		240		45
Alpine Income Property Trust, Inc.		1,449		23
American Assets Trust, Inc.		5,442		99
American Finance Trust, Inc.		14,889		82
American Homes 4 Rent Class A		34,392		1,144
American Realty Investors, Inc. (a)		163		3
Americold Realty Trust, Inc.		30,187		893
AMREP Corp. (a)		318		4
Anywhere Real Estate, Inc. (a)		11,898		76
Apartment Income REIT Corp.		16,799		621
Apartment Investment and Management Co.		15,455		121
Apple Hospitality REIT, Inc.		23,828		355
Armada Hoffler Properties, Inc.		7,437		87
Ashford Hospitality Trust, Inc. (a)		3,826		13
Bluerock Homes Trust, Inc. (a)		310		6
Braemar Hotels & Resorts, Inc.		6,002		23
Brandywine Realty Trust		18,856		74
Brixmor Property Group, Inc.		33,337		711
Broadstone Net Lease, Inc.		20,457		331
BRT Apartments Corp.		1,253		22
CareTrust REIT, Inc.		10,927		213
CBL & Associates Properties, Inc.		3,068		71
Centerspace		1,672		94
Chatham Lodging Trust		5,305		54
Clipper Realty, Inc.		1,476		8
Community Healthcare Trust, Inc.		2,712		97
Compass, Inc. Class A (a)		33,698		79
CorEnergy Infrastructure Trust, Inc. (b)		1,614		2
Corporate Office Properties Trust		12,598		288
Cousins Properties, Inc.		16,809		367
CTO Realty Growth, Inc.		2,295		39
CubeSmart		24,912		1,133
DiamondRock Hospitality Co.		22,991		186
DigitalBridge Group, Inc.		17,718		220
Diversified Healthcare Trust		26,858		25
Doma Holdings, Inc. (a)		11,777		5

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Douglas Elliman, Inc.		7,556	$	24
Douglas Emmett, Inc.		19,109		246
Easterly Government Properties, Inc.		9,871		139
EastGroup Properties, Inc.		4,831		805
Elme Communities		9,708		167
Empire State Realty Trust, Inc.		14,559		89
EPR Properties		8,267		347
Equity Commonwealth		11,908		247
Equity LifeStyle Properties, Inc.		19,812		1,365
Essential Properties Realty Trust, Inc.		16,013		396
eXp World Holdings, Inc.		8,392		98
Farmland Partners, Inc.		5,626		59
Fathom Holdings, Inc. (a) (b)		956		5
First Industrial Realty Trust, Inc.		14,666		770
Forestar Group, Inc. (a)		2,007		39
Four Corners Property Trust, Inc.		9,550		244
Franklin Street Properties Corp.		11,104		13
FRP Holdings, Inc. (a)		657		38
Gaming and Leisure Properties, Inc.		27,927		1,452
Getty Realty Corp.		4,714		157
Gladstone Commercial Corp.		4,349		52
Gladstone Land Corp.		3,722		60
Global Medical REIT, Inc.		6,900		64
Global Net Lease, Inc.		11,630		131
Healthcare Realty Trust, Inc.		42,216		835
Hersha Hospitality Trust		3,731		23
Highwoods Properties, Inc.		11,672		268
Hudson Pacific Properties, Inc.		15,490		86
Independence Realty Trust, Inc.		24,856		414
Indus Realty Trust, Inc.		880		59
Industrial Logistics Properties Trust		7,199		15
Innovative Industrial Properties, Inc.		3,102		213
InvenTrust Properties Corp.		7,480		169
JBG SMITH Properties		12,623		180
Jones Lang LaSalle, Inc. (a)		5,266		732
Kennedy-Wilson Holdings, Inc.		13,140		220
Kilroy Realty Corp.		12,988		380
Kite Realty Group Trust		24,304		504
Lamar Advertising Co. Class A		9,680		1,023
Life Storage, Inc.		9,428		1,267
LTC Properties, Inc.		4,543		152
LXP Industrial Trust		31,798		299
Marcus & Millichap, Inc.		2,691		85
Medical Properties Trust, Inc. (b)		65,666		576
National Health Investors, Inc.		4,619		230
National Retail Properties, Inc.		20,129		876
National Storage Affiliates Trust		9,369		361
NETSTREIT Corp.		6,502		118
Newmark Group, Inc. Class A		15,519		98
NexPoint Diversified Real Estate Trust		3,663		39

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
NexPoint Residential Trust, Inc.		2,547	$	109
Offerpad Solutions, Inc. (a) (b)		6,768		3
Office Properties Income Trust		5,333		35
Omega Healthcare Investors, Inc.		26,250		702
One Liberty Properties, Inc.		1,771		39
Opendoor Technologies, Inc. (a) (b)		53,998		75
Orion Office REIT, Inc.		5,837		36
Outfront Media, Inc.		15,819		264
Paramount Group, Inc.		19,935		86
Park Hotels & Resorts, Inc.		24,385		294
Pebblebrook Hotel Trust		13,834		197
Phillips Edison & Co., Inc.		13,120		414
Physicians Realty Trust		26,124		377
Piedmont Office Realty Trust, Inc. Class A		13,687		89
Plymouth Industrial REIT, Inc.		4,753		96
Postal Realty Trust, Inc. Class A		1,981		30
PotlatchDeltic Corp.		8,661		400
Rafael Holdings, Inc. Class B (a)		1,671		3
Rayonier, Inc.		16,338		512
RE/MAX Holdings, Inc.		1,962		38
Redfin Corp. (a)		11,803		88
Retail Opportunity Investments Corp.		13,543		176
Rexford Industrial Realty, Inc.		22,044		1,229
RLJ Lodging Trust		17,613		178
RPT Realty		9,495		88
Ryman Hospitality Properties, Inc.		5,996		538
Sabra Health Care REIT, Inc.		25,384		289
Safehold, Inc.		4,147		115
Saul Centers, Inc.		1,446		52
Seritage Growth Properties Class A (a) (b)		4,206		31
Service Properties Trust		18,169		159
SITE Centers Corp.		21,215		262
SL Green Realty Corp. (b)		7,134		169
Sotherly Hotels, Inc. (a)		1,804		3
Spirit Realty Capital, Inc.		15,676		603
STAG Industrial, Inc.		20,093		681
Star Holdings (a)		1,426		23
Stratus Properties, Inc.		770		16
Summit Hotel Properties, Inc.		11,617		75
Sun Communities, Inc.		13,604		1,890
Sunstone Hotel Investors, Inc.		23,103		220
Tanger Factory Outlet Centers, Inc.		11,358		223
Tejon Ranch Co. (a)		2,880		50
Terreno Realty Corp.		9,003		554
The Howard Hughes Corp. (a)		5,535		428
The Macerich Co.		23,825		238
The RMR Group, Inc. Class A		1,714		41
The St. Joe Co.		6,341		261
Transcontinental Realty Investors, Inc. (a)		136		5
UMH Properties, Inc.		6,014		91

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Uniti Group, Inc.		25,780	$	88
Universal Health Realty Income Trust		1,423		62
Urban Edge Properties		13,032		191
Urstadt Biddle Properties, Inc. Class A		3,148		54
Veris Residential, Inc. (a)		10,001		164
Vornado Realty Trust		18,704		281
Whitestone REIT		5,201		47
WP Carey, Inc.		23,365		1,734
Xenia Hotels & Resorts, Inc.		12,367		157
Zillow Group, Inc. Class A (a)		6,184		265
Zillow Group, Inc. Class C (a)		17,208		749
				41,178
Utilities (2.1%):
ALLETE, Inc.		6,415		400
Altus Power, Inc. (a)		8,546		39
American States Water Co.		4,100		364
Artesian Resources Corp. Class A		926		51
Avangrid, Inc.		7,798		314
Avista Corp.		8,324		367
Black Hills Corp.		7,333		479
Cadiz, Inc. (a)		3,319		13
California Water Service Group		6,167		346
Chesapeake Utilities Corp.		1,928		238
Clearway Energy, Inc. Class A		3,645		106
Clearway Energy, Inc. Class C		9,026		274
Essential Utilities, Inc.		29,390		1,255
Genie Energy Ltd. Class B		2,179		34
Global Water Resources, Inc.		1,257		14
Hawaiian Electric Industries, Inc.		12,144		476
IDACORP, Inc.		5,609		623
MGE Energy, Inc.		4,053		310
Middlesex Water Co.		1,937		141
Montauk Renewables, Inc. (a)		4,826		32
National Fuel Gas Co.		9,772		546
New Jersey Resources Corp.		10,747		555
Northwest Natural Holding Co.		3,943		185
NorthWestern Corp.		6,629		389
OGE Energy Corp.		22,436		842
ONE Gas, Inc.		6,077		468
Ormat Technologies, Inc.		6,280		539
Otter Tail Corp.		4,151		299
PNM Resources, Inc.		9,521		458
Portland General Electric Co.		9,907		501
Pure Cycle Corp. (a)		2,606		26
RGC Resources, Inc.		878		17
SJW Group		2,765		210
Southwest Gas Holdings, Inc.		7,440		417
Spire, Inc.		5,711		387
Spruce Power Holding Corp. (a)		11,141		8
Sunnova Energy International, Inc. (a) (b)		11,073		199

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
The York Water Co.		1,584	$	66
UGI Corp.		23,246		787
Unitil Corp.		1,766		98
Via Renewables, Inc.		270		3
Vistra Corp.		41,033		979
				13,855
Total Common Stocks (Cost $467,130)				674,319
Preferred Stocks (0.0%) (e)
Communication Services (0.0%):
SRAX, Inc. (a) (d)		3,374		—	(f)
Total Preferred Stocks (Cost $— (f))				—
Rights (0.0%) (e)
Health Care (0.0%):
Achillion Pharmaceuticals (a) (d)		22,837		5
Akouos, Inc. (a) (d)		2,413		2
Albireo Pharma, Inc. (a) (d)		2,070		5
Applied Genetics (a) (d)		7,439		1
Carisma Therapeutics, Inc. (a) (d)		22,411		—
Cincor Pharma, Inc. (a) (d)		1,987		6
Concert Pharmaceuticals (a) (d)		5,168		2
Epizyme, Inc. (a) (d)		15,309		—	(f)
Flexion Therapeutics, Inc. (a) (b) (d)		6,526		—	(f)
F-Star Therapeutics (a) (d)		1,298		—
Gemini Therapeutics (a) (d)		2,307		—
Imara, Inc. (a) (d)		1,789		1
Miragen Therapeutics, Inc. (a) (d)		7,890		—
Ocuphire Pharma (a) (d)		168		—	(f)
Opiant Pharma, Inc. (a) (d)		533		—	(f)
Palisade Bio, Inc. (a) (d)		2,758		1
Prevail Therapeutics, Inc. (a) (d)		4,938		2
Progenics Pharmaceuticals, Inc. (a) (d)		10,103		10
Tetraphase Pharmaceutical (a) (d)		1,178		—	(f)
Unum Therapeutics, Inc. (a) (d)		2,673		—
Xeris Biopharma Holdings, Inc. (a) (d)		8,140		1
				36
Industrials (0.0%):
Communications Systems I (a) (d)		259		—
Total Rights (Cost $7)				36
Warrants (0.0%)
Health Care (0.0%):
Galectin Therapeutics, Inc. Class B (a) (d)		7,552		—
Total Warrants (Cost $—)				—

See notes to financial statements.

Victory Portfolios III
Victory Extended Market Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Collateral for Securities Loaned (1.8%)^
Goldman Sachs Financial Square Government Fund, Institutional Shares, 4.77% (g)		3,096,079	$	3,096
HSBC U.S. Government Money Market Fund, Institutional Shares, 4.76% (g)		3,096,079		3,096
Invesco Government & Agency Portfolio, Institutional Shares, 4.78% (g)		3,096,079		3,096
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 4.77% (g)		3,096,079		3,096
Total Collateral for Securities Loaned (Cost $12,384)				12,384
Total Investments (Cost $479,521) — 101.6%				686,739
Liabilities in excess of other assets — (1.6)%				(10,566	)
NET ASSETS — 100.00%			$	676,173

^ Purchased with cash collateral from securities on loan.

(a) Non-income producing security.

(b) All or a portion of this security is on loan.

(d) Security was fair valued based upon procedures approved by the Board of Trustees and represents less than 0.05% of net assets as of April 30, 2023. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

(e) Amount represents less than 0.05% of net assets.

(f) Rounds to less than $1 thousand.

(g) Rate disclosed is the daily yield on April 30, 2023.

ADR — American Depositary Receipt

PLC — Public Limited Company

REIT — Real Estate Investment Trust

Futures Contracts Purchased
(Amounts not in thousands)
	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation/ (Depreciation)
E-Mini Russell 2000 Index Futures		18	6/16/23	$	1,578,364	$	1,597,320	$	18,956
Total unrealized appreciation								$	18,956
Total unrealized depreciation									—
Total net unrealized appreciation (depreciation)								$	18,956

See notes to financial statements.

Victory Portfolios III

Statement of Assets and Liabilities
April 30, 2023

(Amounts in Thousands, Except Per Share Amounts)

	Victory Extended Market Index Fund
Assets:
Affiliated investments, at value (Cost $83)	$	104
Unaffiliated investments, at value (Cost $479,438)		686,635	(a)
Cash		652
Deposit with broker for futures contracts		1,226
Receivables:
Interest and dividends		340
Capital shares issued		42
Variation margin on open futures contracts		13
Prepaid expenses		15
Total Assets		689,027
Liabilities:
Payables:
Collateral received on loaned securities		12,384
Capital shares redeemed		221
Accrued expenses and other payables:
Investment advisory fees		56
Administration fees		84
Custodian fees		5
Transfer agent fees		42
Compliance fees		1
Other accrued expenses		61
Total Liabilities		12,854
Net Assets:
Capital		471,562
Total accumulated earnings/(loss)		204,611
Net Assets	$	676,173
Shares (unlimited number of shares authorized with no par value):		37,669
Net asset value, offering and redemption price per share: (b)	$	17.95

(a) Includes $11,295 thousand of securities on loan.

(b) Per share amount may not recalculate due to rounding of net assets and/or shares outstanding.

See notes to financial statements.

Victory Portfolios III

Statements of Operations

(Amounts in Thousands)

	Victory Extended Market Index Fund
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022
Investment Income:
Dividends from affiliated investments	$	1		$	2
Dividends from unaffiliated investments		3,217			10,572
Interest from unaffiliated investments		47			50
Securities lending (net of fees)		425			1,385
Foreign tax withholding		(1	)		(4	)
Total Income		3,689			12,005
Expenses:
Investment advisory fees		231			770
Administration fees		346			1,156
Sub-Administration fees		10			29
Custodian fees		11			36
Transfer agent fees		162			517
Trustees' fees		16			47
Compliance fees		2			7
Legal and audit fees		40			66
State registration and filing fees		12			29
Interfund lending fees		—			—	(b)
Other expenses		58			134
Total Expenses		888			2,791
Net Investment Income (Loss)		2,801			9,214
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from affiliated investment securities		—			1
Net realized gains (losses) from unaffiliated investment securities		3,729			32,015
Net realized gains (losses) from futures contracts		(168	)		(520	)
Net change in unrealized appreciation/depreciation on affiliated investment securities		12			(19	)
Net change in unrealized appreciation/depreciation on unaffiliated investment securities		18,148			(268,439	)
Net change in unrealized appreciation/depreciation on futures contracts		35			(438	)
Net realized/unrealized gains (losses) on investments		21,756			(237,400	)
Change in net assets resulting from operations	$	24,557		$	(228,186	)

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

(b) Rounds to less than $1 thousand.

See notes to financial statements.

Victory Portfolios III

Statements of Changes in Net Assets

(Amounts in Thousands)

	Victory Extended Market Index Fund
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021
From Investments:
Operations:
Net Investment Income (Loss)	$	2,801		$	9,214		$	7,676
Net realized gains (losses)		3,561			31,496			84,431
Net change in unrealized appreciation/ depreciation		18,195			(268,896	)		47,480
Change in net assets resulting from operations		24,557			(228,186	)		139,587
Change in net assets resulting from distributions to shareholders		—			(55,787	)		(150,843	)
Change in net assets resulting from capital transactions		(20,310	)		(14,006	)		75,050
Change in net assets		4,247			(297,979	)		63,794
Net Assets:
Beginning of period		671,926			969,905			906,111
End of period	$	676,173		$	671,926		$	969,905
Capital Transactions:
Proceeds from shares issued	$	11,078		$	33,788		$	86,369
Distributions reinvested		—			54,118			146,754
Cost of shares redeemed		(31,388	)		(101,912	)		(158,073	)
Change in net assets resulting from capital transactions	$	(20,310	)	$	(14,006	)	$	75,050
Share Transactions:
Issued		599			1,626			3,073
Reinvested		—			2,987			6,095
Redeemed		(1,710	)		(5,027	)		(5,646	)
Change in Shares		(1,111	)		(414	)		3,522

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

See notes to financial statements.

Victory Portfolios III

Financial Highlights

For a Share Outstanding Throughout Each Period

	Victory Extended Market Index Fund
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Net Asset Value, Beginning of Period	$	17.33		$	24.75		$	25.40		$	20.01		$	16.14		$	18.98
Investment Activities:
Net investment income (loss)		0.07	(b)		0.24	(b)		0.22	(b)		0.18	(b)		0.20	(b)		0.17
Net realized and unrealized gains (losses)		0.55			(6.14	)		3.58			6.05			4.31			(1.96	)
Total from Investment Activities		0.62			(5.90	)		3.80			6.23			4.51			(1.79	)
Distributions to Shareholders from:
Net investment income		—			(0.25	)		(0.23	)		(0.21	)		(0.26	)		(0.17	)
Net realized gains		—			(1.27	)		(4.22	)		(0.63	)		(0.38	)		(0.88	)
Total Distributions		—			(1.52	)		(4.45	)		(0.84	)		(0.64	)		(1.05	)
Net Asset Value, End of Period	$	17.95		$	17.33		$	24.75		$	25.40		$	20.01		$	16.14
Total Return (c) (d)		3.58	%		(24.03	)%		15.61	%		31.20	%		27.94	%		(9.70	)%
Ratios to Average Net Assets:
Net Expenses (e) (f) (g)		0.38	%		0.36	%		0.34	%		0.38	%		0.41	%		0.43	%(h)
Net Investment Income (Loss) (e)		1.21	%		1.20	%		0.77	%		0.91	%		1.06	%		0.90	%(h)
Gross Expenses (e) (f)		0.38	%		0.36	%		0.34	%		0.38	%		0.41	%		0.43	%(h)
Supplemental Data:
Net Assets at end of period (000's)	$	676,173		$	671,926		$	969,905		$	906,111		$	788,664		$	656,406
Portfolio Turnover (c)		5	%		21	%		24	%		31	%		24	%		12	%(i)

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(e) Annualized for periods less than one year.

(f) Does not include acquired fund fees and expenses, if any.

(h) Prior to February 24, 2018, the Fund was a feeder fund in a master-feeder structure investing in Master Extended Market Index Series ("the Series") before converting to a stand-alone fund. Expenses include expenses allocated to the Fund by the series prior to the conversion.

(i) Reflects the period of February 24, 2018 to December 31, 2018, after the Fund converted to a stand-alone fund.

See notes to financial statements.

Victory Portfolios III

Notes to Financial Statements
April 30, 2023

1. Organization:

The accompanying financial statements are those of the Victory Extended Market Index Fund (formerly USAA Extended Market Index Fund) (the "Fund"). The Fund is classified as diversified under the 1940 Act.

On June 29, 2022, the Board of Trustees (the "Board") approved the fiscal year-end change for the Fund from December 31 to April 30. The first full cycle of the new fiscal year-end reporting will begin May 1, 2023. As a result of the change, the Fund has an April 30, 2023, fiscal four-month transition period, the results of which are reported in this Annual Report for the period ended April 30, 2023.

Victory Capital Management ("VCM" or the "Adviser") is an indirect wholly owned subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly owned direct subsidiary of Victory Capital Operating, LLC.

Under the Trust's organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts with its vendors and others that provide for general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund. However, based on experience, the Fund expects that risk of loss to be remote.

2. Significant Accounting Policies:

The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The policies are in conformity with U.S. Generally Accepted Accounting Principles ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Fund follows the specialized accounting and reporting requirements under GAAP that are applicable to investment companies under Accounting Standards Codification Topic 946.

Investment Valuation:

The Fund records investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:

• Level 1 — quoted prices (unadjusted) in active markets for identical securities

• Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, or credit spreads, applicable to those securities, etc.)

• Level 3 — significant unobservable inputs (including the Adviser's assumptions in determining the fair value of investments)

The Adviser, appointed as the valuation designee by the Board, has established the Pricing and Liquidity Committee (the "Committee"), and subject to Board oversight, the Committee administers and oversees the Fund's valuation policies and procedures, which are approved by the Board.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Portfolio securities listed or traded on securities exchanges, including Exchange-Traded Funds ("ETFs"), American Depositary Receipts, and Rights, are valued at the closing price on the exchange or system where the security is principally traded, if available, or at the Nasdaq Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.

Investments in open-end investment companies, other than ETFs, are valued at their net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.

Futures contracts are valued at the settlement price established each day by the board of trade or an exchange on which they are traded. These valuations are typically categorized as Level 1 in the fair value hierarchy.

In the event that price quotations or valuations are not readily available, investments are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded, and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's NAV to be more reliable than it otherwise would be.

	Level 1		Level 2		Level 3			Total
Common Stock	$	674,311	$	—	$	8		$	674,319
Preferred Stocks		—		—		—	(a)		—
Rights		—		—		36			36
Warrants		—		—		—	(b)		—
Collateral for Securities Loaned		12,384		—		—			12,384
Total	$	686,695	$	—	$	44		$	686,739
Other Financial Investments*
Assets:
Futures Contracts	$	19	$	—	$	—		$	19
Total	$	19	$	—	$	—		$	19

* Futures contracts are valued at the unrealized appreciation (depreciation) on the investment.

(a) Amount is less than $1 thousand.

(b) Zero market value security.

As of April 30, 2023, there were no transfers into/out of Level 3.

Real Estate Investment Trusts ("REITs"):

The Fund may invest in REITs, which report information on the source of their distributions annually. REITs are pooled investment vehicles that invest primarily in income producing real estate or real estate related loans or interests (such as mortgages). Certain distributions received from REITs during the year are recorded as realized gains or return of capital as estimated by the Fund or when such information becomes known.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Investment Companies:

Open-End Funds:

The Fund may invest in portfolios of open-end investment companies. These investment companies value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value by the methods established by the board of directors of the underlying funds.

Derivative Instruments:

Futures Contracts:

The Fund may enter into contracts for the future delivery of securities or foreign currencies and futures contracts based on a specific security, class of securities, foreign currency or an index, and purchase or sell options on any such futures contracts. A futures contract on a securities index is an agreement obligating either party to pay, and entitling the other party to receive, while the contract is outstanding, cash payments based on the level of a specified securities index. No physical delivery of the underlying asset is made. The Fund may enter into futures contracts in an effort to hedge against market risks. The acquisition of put and call options on futures contracts will give the Fund the right (but not the obligation), for a specified price, to sell or to purchase the underlying futures contract, upon exercise of the option, at any time during the option period. Futures transactions involve brokerage costs and require the Fund to segregate assets to cover contracts that would require it to purchase securities or currencies. A good faith margin deposit, known as initial margin, of cash or government securities with a broker or custodian is required to initiate and maintain open positions in futures contracts. Subsequent payments, known as variation margin, are made or received by the Fund based on the change in the market value of the position and are recorded as unrealized appreciation or depreciation until the contract is closed out, at which time the gain or loss is realized. The Fund may lose the expected benefit of futures transactions if interest rates, exchange rates or securities prices change in an unanticipated manner. Such unanticipated changes may also result in lower overall performance than if the Fund had not entered into any futures transactions. In addition, the value of the Fund's futures positions may not prove to be perfectly or even highly correlated with the value of its portfolio securities or foreign currencies, limiting the Fund's ability to hedge effectively against interest rate, exchange rate and/or market risk and giving rise to additional risks. There is no assurance of liquidity in the secondary market for purposes of closing out futures positions. The collateral held by the Fund is reflected on the Statement of Assets and Liabilities under Deposit with broker for futures contracts.

Management has determined that no offsetting requirements exist as a result of their conclusion that the Fund is not subject to master netting agreements for futures contracts. During the four months ended April 30, 2023, the Fund entered into futures contracts primarily for the strategy of hedging or other purposes, including but not limited to, providing liquidity and equitizing cash.

Summary of Derivative Instruments:

The following table summarizes the fair values of derivative instruments on the Statement of Assets and Liabilities, categorized by risk exposure, as of April 30, 2023 (amounts in thousands):

	Assets
	Variation Margin Receivable on Open Futures Contracts*
Equity Risk Exposure	$	19

* Includes cumulative unrealized appreciation (depreciation) of futures contracts as reported on the Schedule of Portfolio Investments. Only current day's variation margin for futures contracts is reported within the Statement of Assets and Liabilities.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

The following table presents the effect of derivative instruments on the Statements of Operations, categorized by risk exposure, for the four months ended April 30, 2023 (amounts in thousands):

	Net Realized Gains (Losses) on Derivatives Recognized as a Result of Operations			Net Change in Unrealized Appreciation/Depreciation on Derivatives Recognized as a Result of Operations
	Net Realized Gains (Losses) from Futures Contracts			Net Change in Unrealized Appreciation/Depreciation on Futures Contracts
Equity Risk Exposure	$	(168	)	$	35

The following table presents the effect of derivative instruments on the Statements of Operations, categorized by risk exposure, for the year ended December 31, 2022 (amounts in thousands):

	Net Realized Gains (Losses) on Derivatives Recognized as a Result of Operations			Net Change in Unrealized Appreciation/Depreciation on Derivatives Recognized as a Result of Operations
	Net Realized Gains (Losses) from Futures Contracts			Net Change in Unrealized Appreciation/Depreciation on Futures Contracts
Equity Risk Exposure	$	(520	)	$	(438	)

All open derivative positions at period end are reflected on the Fund's Schedule of Portfolio Investments. The underlying face value of open derivative positions relative to the Fund's net assets at period end is generally representative of the notional amount of open positions to net assets throughout the period.

Investment Transactions and Related Income:

Withholding taxes on interest, dividends, and gains as a result of certain investments by the Fund have been provided for in accordance with each investment's applicable country's tax rules and rates.

Securities Lending:

The Fund, through a Securities Lending Agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially secure their loans for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are generally cured the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities and other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted on the Fund's Schedule of Portfolio Investments. The Fund effectively does not have control of the non-cash collateral and therefore it is not disclosed on the Fund's Schedule of Portfolio Investments. Collateral requirements are determined daily based on the value of the Fund's securities on loan as of the end of the prior business day. During the time portfolio securities are on loan, the borrower will pay the Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays Citibank various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statements of Operations.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Loans are terminable upon demand and the borrower must return the loaned securities within the lesser of one standard settlement period or five business days. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower.

The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or repledged, except to satisfy borrower default.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of April 30, 2023.

Value of Securities on Loan				Non-Cash Collateral				Cash Collateral
$	11,295			$	—			$	12,384

Foreign Taxes:

The Fund may be subject to foreign taxes related to foreign income received (a portion of which may be reclaimable), capital gains on the sale of securities, and certain foreign currency transactions. All foreign taxes are recorded in accordance with the applicable regulations and rates that exist in the foreign jurisdictions in which the Fund invests.

Federal Income Taxes:

The Fund intends to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund had a tax year end of December 31,2022, and effective April 30, 2023, the Fund changed its tax year end to April 30.

For the four months ended April 30, 2023, the Fund did not incur any income tax, interest, or penalties, and has recorded no liability for net unrecognized tax benefits relating to uncertain tax positions.

Management of the Fund has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax years, which includes the current fiscal tax year end). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Allocations:

Expenses directly attributable to the Fund are charged to the Fund, while expenses that are attributable to more than one fund in the Trust, or jointly with an affiliated trust, are allocated among the respective funds in the Trust and/or an affiliated trust based upon net assets or another appropriate basis.

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the four months ended April 30, 2023, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities
Purchases		Sales
$	37,030	$	52,128

4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees accrued daily and paid monthly at an annualized rate of 0.10% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the four months ended April 30, 2023, and the year ended December 31, 2022, are reflected on the Statements of Operations as Investment advisory fees.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019, permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the four months ended April 30, 2023, and the year ended December 31, 2022, the Fund had no subadvisers.

Administration and Servicing Fees:

VCM also serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15%, which is based on the Fund's average daily net assets of the Fund Shares. Amounts incurred for the four months ended April 30, 2023, and the year ended December 31, 2022, are reflected on the Statements of Operations as Administration fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Fund reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the four months ended April 30, 2023, and the year ended December 31, 2022, are reflected on the Statements of Operations as Sub-Administration fees.

The Fund (as part of the Trust) has entered into an agreement with the Adviser to provide compliance services, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration, and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. The funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the four months ended April 30, 2023, and the year ended December 31, 2022, are reflected on the Statements of Operations as Compliance fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser, provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund based on an annual charge of $23 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Amounts incurred and paid to VCTA for the four months ended April 30, 2023, and the year ended December 31, 2022, are reflected on the Statements of Operations as Transfer agent fees.

FIS Investor Services LLC serves as sub-transfer agent and dividend disbursing agent for the Fund pursuant to a Sub-Transfer Agent Agreement between VCTA and FIS Investor Services LLC. VCTA provides FIS Investor Services LLC a fee for providing these services.

Distributor/Underwriting Services:

Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as Distributor for the continuous offering of the shares of the Fund pursuant to a Distribution Agreement between the Distributor and the Trust and receives no fee or other compensation for these services.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the four months ended April 30, 2023, and the year ended December 31, 2022, are reflected on the Statements of Operations as Custodian fees.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least August 31, 2024. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred in any fiscal year exceed the expense limits for the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of April 30, 2023, the expense limit (excluding voluntary waivers) was 0.43%.

Under the terms of the expense limitation agreement, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period of up to three years (thirty-six (36) months) after the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. As of April 30, 2023, and December 31, 2022, there are no amounts available to be repaid to the Adviser.

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the four months ended April 30, 2023, and the year ended December 31, 2022.

Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, administrator, fund accountant, sub-administrator, sub-fund accountant, custodian, and Distributor.

5. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, terrorism, trade disputes, inflation rates, interest rate levels and other fiscal and monetary policy changes, cybersecurity incidents, pandemics and other public health crises, sanctions against a particular foreign country, its nationals, businesses or industries and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, or other catastrophes, may add to instability in global economies and markets generally, and may lead to increased market volatility. Global economies and financial markets are highly interconnected, which increases the possibility that conditions in one country or region might adversely affect issuers in another country or region. The impact of these and other factors may be short-term or may last for extended periods.

Equity Risk — The values of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general market, economic and political conditions and other factors. A company's earnings or dividends may not increase as expected due to poor management decisions, competitive pressures, breakthroughs in technology, reliance on suppliers, labor problems or shortages, corporate restructurings, fraudulent disclosures, natural disasters, military confrontations, war, terrorism, public health crises, or other events, conditions, and factors. Price changes may be temporary or may last for extended periods.

Small-Capitalization and Mid-Capitalization Stock Risk — The Fund invests in small- and mid-capitalization companies, which may be more vulnerable than larger companies to adverse business or economic conditions. Securities of small- and mid-capitalization companies may be less liquid and more volatile than securities of larger companies or the market in general and, therefore, may involve greater risk than investing in securities of larger companies.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

counterparty is unwilling or unable to meet its obligation; the risk of interest rate movements; and the risk that the derivatives transaction could expose the Fund to the effects of leverage, which could increase the Fund's market exposure, magnify investment risks and losses, and cause losses to be realized more quickly. There is no guarantee that derivative techniques will be employed or that they will work as intended, and their use could lower returns or even result in losses to the Fund. In addition, proposed and current regulations may limit the Fund's ability to invest in derivatives.

6. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the four months ended April 30, 2023, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from January 1, 2022, through June 27, 2022, interest was based on the one-month London Interbank Offered Rate ("LIBOR") plus one percent. For the period June 28, 2022, through April 30, 2023, interest was based on the one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent. The Fund did not experience a material financial impact transitioning from LIBOR to SOFR. Effective with the next amendment on June 27, 2023, the annual commitment fee of 0.15% will remain unchanged. Interest charged to the Fund during the period, if applicable, is reflected on the Statements of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the four months ended April 30, 2023, and the year ended December 31, 2022.

Interfund Lending:

The Trust and the Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other fund in the Victory Funds Complex that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending.

The Fund did not utilize or participate in the Facility during the four months ended April 30, 2023.

The average borrowing or lending for the days outstanding and average interest rate for the Fund during the year ended December 31, 2022, were as follows (amounts in thousands):

Borrower or Lender				Amount Outstanding at December 31, 2022				Average Borrowing*				Average Interest Rate*				Maximum Borrowing During the Period
Borrower				$	—			$	1,449				0.58	%		$	1,449

* For the year ended December 31, 2022, based on the number of days borrowings were outstanding.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

7. Federal Income Tax Information:

The Fund intends to distribute any net investment income annually. Distributable net realized gains, if any, are declared and paid at least annually.

The amounts of dividends from net investment income and distributions from net realized gains (collectively, distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

As of April 30, 2023, on the Statement of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows (amounts in thousands):

Total Accumulated Earnings/(Loss)				Capital
$	403			$	(403	)

There were no distributions for the four months ended April 30, 2023.

Year Ended December 31, 2022								Year Ended December 31, 2021
Distributions Paid From								Distributions Paid From
Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Total Distributions Paid		Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Total Distributions Paid
$	9,315	$	46,472	$	55,787	$	55,787	$	13,860	$	136,983	$	150,843	$	150,843

As of April 30, 2023, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed Ordinary Income				Undistributed Long-Term Capital Gains				Accumulated Earnings				Unrealized Appreciation (Depreciation)*				Total Accumulated Earnings (Loss)
$	3,067			$	2,791			$	5,858			$	198,753			$	204,611

* The difference between the book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to tax deferral of losses on wash sales, passive foreign investment companies, partnership adjustments, REIT adjustments, and derivatives.

As of April 30, 2023, the Fund had no capital loss carryforwards for federal income tax purposes.

Cost of Investments for Federal Tax Purposes				Gross Unrealized Appreciation				Gross Unrealized Depreciation				Net Unrealized Appreciation (Depreciation)
$	487,986			$	286,379			$	(87,626	)		$	198,753

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

8. Affiliated Securities:

An affiliated security is a security in which a Fund has ownership of at least 5% of the security's outstanding voting shares, an investment company managed by VCM, or an issuer under common control with a Fund or VCM as of the four months ended April 30, 2023 or the year ended December 31, 2022. The Fund does not invest in affiliated securities for the purpose of exercising management or control. These securities are noted as affiliated on a Fund's Schedule of Portfolio Investments.

Section 12(d)(3) of the 1940 Act, and Rule 12d3-1(c) under the 1940 Act, generally prohibit a fund from purchasing the securities issued by, among other entities, a fund's investment adviser. When a fund's investment objective is to track the performance of an unaffiliated index by investing in the stocks that comprise that index, the staff of the SEC has taken the position that, subject to certain conditions, the fund may establish and maintain a position in the common stock of an affiliate of the fund's investment adviser in an amount approximately in proportion to the percentage that the stock is represented in the index. In seeking to provide investment results that closely correspond to its respective unaffiliated index, one or more Funds may hold the securities of Victory Capital Holdings, Inc., the parent company of VCM and other Fund service providers.

Transactions in affiliated securities during the four months ended April 30, 2023, were as follows (amounts in thousands):

				Fair Value 12/31/2022				Purchases at Cost				Proceeds from Sales				Net Realized Gains (Losses)				Capital Gain Distributions				Net Change in Unrealized Appreciation/ Depreciation				Fair Value 4/30/2023				Dividend Income
Victory Capital Holdings Inc., Class A				$	90			$	2			$	—			$	—			$	—			$	12			$	104			$	1

Transactions in affiliated securities during the year ended December 31, 2022, were as follows (amounts in thousands):

				Fair Value 12/31/2021				Purchases at Cost				Proceeds from Sales				Net Realized Gains (Losses)				Capital Gain Distributions				Net Change in Unrealized Appreciation/ Depreciation				Fair Value 12/31/2022				Dividend Income
Victory Capital Holdings Inc., Class A				$	65			$	45			$	(2	)		$	1			$	—			$	(19	)		$	90			$	2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of Victory Extended Market Index Fund (Formerly USAA Extended Market Index Fund)

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Victory Extended Market Index Fund (formerly USAA Extended Market Index Fund) (the "Fund") (one of the funds constituting Victory Portfolios III (formerly USAA Mutual Funds Trust) (the "Trust")), including the schedule of portfolio investments as of April 30, 2023, and the related statements of operations for the period from January 1, 2023 through April 30, 2023 and the year ended December 31, 2022, the statements of changes in net assets for the period from January 1, 2023 through April 30, 2023 and each of the two years in the period ended December 31, 2022, the financial highlights for the period from January 1, 2023 through April 30, 2023 and each of the five years in the period ended December 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting Victory Portfolios III) at April 30, 2023, the results of its operations for the period from January 1, 2023 through April 30, 2023 and the year ended December 31, 2022, the changes in its net assets for the period from January 1, 2023 through April 30, 2023 and each of the two years in the period ended December 31, 2022, and its financial highlights for the period from January 1, 2023 through April 30, 2023 and each of the five years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2023, by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
June 28, 2023

Victory Portfolios III

Supplemental Information
April 30, 2023

(Unaudited)

Trustee and Officer Information

Board of Trustees:

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Independent Trustees

Jefferson C. Boyce
(September 1957)

Independent Chair

Trustee since September 2013, Independent Chair since January 2021

Retired.

Westhab, Inc., New York Theological Seminary, American Filtration Corp.

Dawn M. Hawley
(February 1954)

Trustee

Trustee since April 2014

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Daniel S. McNamara
(June 1966)

Trustee

Trustee since January 2012

None

Paul L. McNamara
(July 1948)

Trustee

Trustee since January 2012

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Richard Y. Newton, III (January 1956)

Trustee

Trustee since March 2017

Terran Orbital Corp., American Made Filtration Corp.

Barbara B. Ostdiek, Ph.D.
(March 1964)

Trustee

Trustee since January 2008

None

John C. Walters
(February 1962)

Trustee

Trustee since July 2019

Retired.

Guardian Variable Products Trust (16 series)

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Fund

Term of
Office and
Length of
Time Served

Principal Occupation(s) Held
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Interested Trustee

David C. Brown
(May 1972)

Trustee

Trustee since July 2019

45 portfolios within the Trust; 40 portfolios within the Victory Portfolios, 25 series within the Victory Portfolios II, and 6 series within the Victory Variable Insurance Funds

None

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Officers of the Trust

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

James K. De Vries
(April 1969)

President

March 2018*

Scott Stahorsky
(July 1969)

Vice President

July 2019

Thomas Dusenberry
(July 1977)

Secretary

June 2022

Allan Shaer,
(March 1965)

Treasurer

July 2019*

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

Christopher Ponte,
(March 1984)

Assistant Treasurer

May 2023

Carol D. Trevino
(October 1965)

Assistant Treasurer

September 2018

Charles Booth
(April 1960)

Anti-Money Laundering Compliance Officer and Identity Theft Officer

July 2019

Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (2007-present).

Sean Fox
(September 1976)

Chief Compliance Officer

June 2022

* Effective May 1, 2023, Mr. De Vries resigned as Treasurer and accepted the position of President, and Mr. Shaer resigned as Assistant Treasurer and accepted the position of Treasurer.

Effective May 1, 2023, Christopher Dyer resigned as the President of the Trust.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (800) 235-8396. The information is also included in the Fund's Statement of Additional Information, which is available on the SEC's website at sec.gov.

Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent 12 months ended June 30 is available on the SEC's website at sec.gov.

Availability of Schedules of Portfolio Investments:

The Trust files a complete list of Schedules of Portfolio Investments with the SEC for the first and third quarter of each fiscal year on Form N-PORT. Form N-PORT is available on the SEC's website at sec.gov.

Expense Example

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from November 1, 2022, through April 30, 2023.

Beginning Account Value 11/1/22				Actual Ending Account Value 4/30/23				Hypothetical Ending Account Value 4/30/23				Actual Expenses Paid During Period 11/1/22-4/30/23*				Hypothetical Expenses Paid During Period 11/1/22-4/30/23*				Annualized Expense Ratio During Period 11/1/22-4/30/23
$	1,000.00			$	1,003.80			$	1,022.91			$	1.89			$	1.91				0.38	%

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

Victory Extended Market Index Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of Victory Portfolios III Trust (the "Trust") held on December 8-9, 2022, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 8-9, 2022 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 21, 2022.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser. At the meeting at which the renewal of the Advisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement included information previously received at such meetings. The Board also recognized that the contractual arrangements for the Fund have been reviewed by the Board and discussed with the Adviser in prior years and that the Board's conclusions may be based, in part, on its consideration of these same arrangements in prior years.

Advisory Agreement

After full consideration of a variety of factors, the Board, including the Independent Trustees, voted to approve the Advisory Agreement. In approving the Advisory Agreement, the Trustees did not identify any single factor as controlling, and each Trustee may have attributed different weights to various factors. Throughout their deliberations, the Independent Trustees were represented and assisted by Independent Counsel.

Nature, Extent, and Quality of Services — In considering the nature, extent, and quality of the services provided by the Adviser under the Advisory Agreement, the Board reviewed information provided by the Adviser relating to its operations and personnel. The Board also took into account its knowledge of the Adviser's management and the quality of the performance of the Adviser's duties through Board meetings, discussions, and reports during the preceding year. The Board considered the fees paid to the Adviser and the services provided to the Fund by the Adviser under the Advisory Agreement, as well as other services provided by the Adviser and its affiliates under other agreements, and the personnel who provide these services. In addition to the investment advisory services provided to the Fund, the Adviser and its affiliates provide administrative services, shareholder

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management program, (iv) derivatives risk management program, and (v) cybersecurity program, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting. The Trustees, guided also by information obtained from their experiences as Trustees of the Trust, also focused on the quality of the Adviser's compliance and administrative staff.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's net management fee rate, which includes advisory and administrative services, was below the median of its expense group and its expense universe. The data indicated that the Fund's total expenses were below the median of its expense group and its expense universe. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund. The Board also noted the high level of correlation between the Fund and its benchmark index and the relatively low tracking error between the Fund and its benchmark index, and noted that it reviews such information on a periodic basis.

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe and its Lipper index for the one- and three-year periods ended June 30, 2022, was below the average of its performance universe and its Lipper index for the five-year period ended June 30, 2022, and was above the average of its performance universe and below its Lipper index for the ten-year period ended June 30, 2022. The Board took into account management's discussion of the Fund's performance, including, the reasons for the Fund's underperformance for certain periods, the Fund's more recent improved performance, and the extent to which the Fund met its investment objective of seeking to track its designated index.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the allocation of certain costs to the Fund. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board took into account management's discussion of the Fund's current advisory fee structure. The Board also considered the effect of the Fund's change in size, if any, on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices and in view of the Fund's investment objective of seeking to track its designated index; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and its affiliates and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Liquidity Risk Management Program:

The Victory Portfolio III Funds (the "Trust") have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage the Fund's liquidity risk, taking into consideration the Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short- and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The Trust's Board of Trustees approved the appointment of the Fund's investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.

Victory Capital manages liquidity risks associated with the Fund's investments by monitoring, among other things, cash and cash equivalents, any use of derivatives, the concentration of investments, the appropriateness of the Fund's investment strategy, and by classifying every Fund investment as either highly liquid, moderately liquid, less liquid, or illiquid on at least a monthly basis. To assist with the classification of Fund investments, Victory Capital has retained a third-party provider of liquidity evaluation services. This provider determines preliminary liquidity classifications for all portfolio holdings based upon portfolio-level data and certain assumptions provided by Victory Capital. Victory Capital reviews the preliminary liquidity classifications and, when appropriate, considers other information including input from the Fund's portfolio managers (including the portfolio managers employed by any investment sub-advisers) in determining final liquidity classifications.

At a meeting held on March 10, 2023, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-RN (prior to August 2022, Form N-LIQUID) and recommended no material changes to the LRMP.

Privacy Policy

Protecting the Privacy of Information

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic, and procedural safeguards to guard your personal information.*

P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our website at:				Call
vcm.com				(800) 235-8396

37733-0723

April 30, 2023

Annual Report

Victory Global Managed Volatility Fund

(Formerly USAA^® Global Managed Volatility Fund)

vcm.com

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• Detailed performance records

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• The latest fund news

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• A section dedicated to investment professionals

Victory Portfolios III

TABLE OF CONTENTS

Shareholder Letter (Unaudited)					2
Manager's Commentary (Unaudited)					4
Investment Overview (Unaudited)					5
Investment Objective & Portfolio Holdings (Unaudited)					6
Schedule of Portfolio Investments					7
Financial Statements
Statement of Assets and Liabilities					21
Statements of Operations					22
Statements of Changes in Net Assets					23
Financial Highlights					24
Notes to Financial Statements					26
Report of Independent Registered Public Accounting Firm					37
Supplemental Information (Unaudited)					38
Trustee and Officer Information					38
Proxy Voting and Portfolio Holdings Information					44
Expense Examples					44
Advisory Contract Approval					45
Liquidity Risk Management Program					48
Privacy Policy (inside back cover)

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

For more specific information, please consult your tax adviser.

• NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE

(Unaudited)

Dear Shareholder,

From all of us here at Victory Capital, thank you for your ongoing confidence and for letting us help you work toward your investment goals.

James De Vries

President,
Victory Funds

Victory Global Managed Volatility Fund

Manager's Commentary
(Unaudited)

• What were the market conditions over the reporting period?

• How did the Victory Global Managed Volatility Fund (the "Fund") perform during the reporting period?

The Fund has two share classes: Fund Shares and Institutional Shares. The Fund's fiscal year-end changed this year to April 30 from December 31, resulting in a shorter reporting period for fiscal year ended 2023. For the four-month reporting period ended April 30, 2023, the Fund Shares and Institutional Shares had total returns (at net asset value) of 8.23% and 8.43%, respectively. This compares to total returns of 8.85% for the MSCI All Country World Index, the Fund's benchmark index, and 6.68% for the Global Managed Volatility Composite Index.

• What strategies did you employ during the reporting period?

The Fund seeks to provide diversified exposure to global equities. We strive to construct a portfolio that can participate in equities' longer-term performance while also managing the risk of large market downturns.

The Fund slightly underperformed over the time period, keeping up with the Fund's benchmark when global markets were up. The Fund's emphasis on constructing a portfolio with lower volatility than the benchmark was a headwind as global markets recovered sharply at the beginning of 2023. Our focus on companies with high levels of profitability and stable balance sheets helped within our emerging market equities allocation but hurt within the United States allocation as growth companies in the region rebounded after a tough 2022.

Thank you for allowing us to assist you with your investment needs.

Victory Global Managed Volatility Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended April 30, 2023

Fund Shares

Institutional Shares

INCEPTION DATE

7/12/13

7/31/08

Net Asset Value

MSCI All-Country
World Index¹⁺

Global Managed Volatility
Composite Index²⁺

One Year

4.76

4.99

2.06

3.16

Five Year

5.40

5.63

7.03

5.72

Ten Year

N/A

5.75

N/A

Since Inception

5.51

N/A

7.98

6.22

+The since inception performance of the MSCI All-Country World Index and Global Managed Volatility Composite Index are calculated from July 12, 2013 through April 30, 2023.

Victory Global Managed Volatility Fund — Growth of $10,000

¹The unmanaged MSCI All-Country World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²The Global Managed Volatility Composite Index is a combination of indexes representing the Fund's model allocation, and consists of the MSCI All-Country World Index (70%) and the Bloomberg U.S. Treasury — Bills (1-3M) (30%). This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

*The performance of the MSCI All Country World Index and the Global Managed Volatility Composite Index are calculated from the end of the month, July 31, 2013, while the inception date of the Victory Global Managed Volatility Fund Shares is July 12, 2013. There may be slight variation of performance numbers because of this difference.

Past performance is not indicative of future results.

Victory Portfolios III
Victory Global Managed Volatility Fund

April 30, 2023

(Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to attain long-term capital appreciation while attempting to reduce volatility during unfavorable market conditions.

Top 10 Holdings*:

April 30, 2023

(% of Net Assets)

Apple, Inc.	4.7	%
Microsoft Corp.	3.7	%
Alphabet, Inc. Class C	2.3	%
Johnson & Johnson	1.7	%
Lockheed Martin Corp.	1.5	%
Meta Platforms, Inc. Class A	1.3	%
Philip Morris International, Inc.	1.3	%
UnitedHealth Group, Inc.	1.2	%
Yum! Brands, Inc.	1.2	%
The Procter & Gamble Co.	1.2	%

Sector Allocation*:

April 30, 2023

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Victory Portfolios III
Victory Global Managed Volatility Fund

Schedule of Portfolio Investments
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (99.8%)
Australia (3.2%):
Consumer Discretionary (0.6%):
Wesfarmers Ltd.		77,686	$	2,687
Consumer Staples (0.7%):
Coles Group Ltd.		108,537		1,311
Woolworths Group Ltd.		83,361		2,150
				3,461
Financials (0.5%):
Medibank Pvt. Ltd.		1,050,571		2,485
Materials (1.4%):
BHP Group Ltd.		132,877		3,942
Fortescue Metals Group Ltd.		81,622		1,142
Rio Tinto Ltd.		27,475		2,060
				7,144
				15,777
Belgium (0.3%):
Financials (0.3%):
KBC Group NV		21,171		1,513
Brazil (1.2%):
Energy (0.3%):
Petroleo Brasileiro SA Preference Shares		295,400		1,404
Financials (0.5%):
Banco Bradesco SA Preference Shares		51,700		144
Banco do Brasil SA		38,200		328
BB Seguridade Participacoes SA		264,800		1,822
Itau Unibanco Holding SA Preference Shares		35,445		184
				2,478
Materials (0.4%):
Vale SA		150,997		2,192
				6,074
Canada (3.0%):
Consumer Discretionary (0.8%):
Dollarama, Inc.		42,960		2,661
Lululemon Athletica, Inc. (a)		3,407		1,294
Magna International, Inc.		2,600		136
				4,091
Consumer Staples (0.5%):
Alimentation Couche-Tard, Inc.		47,858		2,389
Loblaw Cos. Ltd.		2,363		222
				2,611

See notes to financial statements.

Victory Portfolios III
Victory Global Managed Volatility Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Energy (0.1%):
ARC Resources Ltd.		12,057	$	150
Financials (0.7%):
iA Financial Corp., Inc.		4,632		311
Sun Life Financial, Inc.		6,758		332
The Toronto-Dominion Bank		47,243		2,862
				3,505
Information Technology (0.9%):
CGI, Inc. (a)		16,304		1,655
Constellation Software, Inc.		1,403		2,746
Lumine Group, Inc. (a)		4,209		57
				4,458
Materials (0.0%): (b)
Nutrien Ltd.		1,356		94
				14,909
China (1.4%):
Communication Services (0.0%): (b)
NetEase, Inc.		5,900		105
Consumer Discretionary (0.6%):
Alibaba Group Holding Ltd. (a)		16,400		173
ANTA Sports Products Ltd.		97,828		1,216
BYD Co. Ltd. Class H		2,500		76
China Meidong Auto Holdings Ltd.		268,000		416
Topsports International Holdings Ltd. (c)		932,000		831
Vipshop Holdings Ltd., ADR (a)		8,117		127
				2,839
Consumer Staples (0.3%):
Nongfu Spring Co., Ltd. Class H (c)		229,400		1,245
Energy (0.0%): (b)
China Shenhua Energy Co. Ltd. Class H		64,500		214
Financials (0.1%):
Bank of China Ltd. Class H		712,000		284
China Merchants Bank Co. Ltd. Class H		23,261		112
Industrial & Commercial Bank of China Ltd. Class H		349,000		188
Qifu Technology, Inc., ADR		3,606		64
				648
Health Care (0.1%):
CSPC Pharmaceutical Group Ltd.		658,000		670
Information Technology (0.1%):
Sunny Optical Technology Group Co. Ltd.		49,600		524
Utilities (0.2%):
ENN Energy Holdings Ltd.		57,301		786
				7,031

See notes to financial statements.

Victory Portfolios III
Victory Global Managed Volatility Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Denmark (1.7%):
Consumer Discretionary (0.4%):
Pandora A/S		21,023	$	1,946
Consumer Staples (0.0%): (b)
Carlsberg A/S Class B		927		154
Health Care (1.1%):
Coloplast A/S Class B		9,117		1,314
Novo Nordisk A/S Class B		26,759		4,452
				5,766
Materials (0.2%):
Novozymes A/S Class B		15,639		814
				8,680
Finland (0.9%):
Health Care (0.3%):
Orion Oyj Class B		25,683		1,206
Industrials (0.6%):
Kone Oyj Class B		53,377		3,045
				4,251
France (2.0%):
Communication Services (0.0%): (b)
Publicis Groupe SA		1,724		141
Consumer Discretionary (0.9%):
Hermes International		852		1,850
La Francaise des Jeux SAEM (c)		17,658		755
LVMH Moet Hennessy Louis Vuitton SE		2,110		2,029
				4,634
Consumer Staples (0.7%):
L'Oreal SA (d)		7,301		3,489
Energy (0.0%): (b)
TotalEnergies SE		3,665		234	��
Financials (0.1%):
Wendel Se		2,283		256
Health Care (0.1%):
Ipsen SA		4,128		500
Industrials (0.1%):
Cie de Saint-Gobain		3,641		211
Schneider Electric SE		1,048		183
Thales SA		1,058		161
				555
Information Technology (0.1%):
Capgemini SE		1,290		235

See notes to financial statements.

Victory Portfolios III
Victory Global Managed Volatility Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Utilities (0.0%): (b)
Veolia Environnement SA		4,542	$	144
				10,188
Germany (0.7%):
Consumer Discretionary (0.1%):
Mercedes-Benz Group AG		3,290		257
Industrials (0.6%):
Deutsche Post AG Registered Shares		61,250		2,946
Utilities (0.0%): (b)
RWE AG (a)		2,122		99
				3,302
Hong Kong (0.9%):
Consumer Discretionary (0.3%):
Bosideng International Holdings Ltd.		524,000		258
Chow Tai Fook Jewellery Group Ltd.		677,000		1,360
				1,618
Consumer Staples (0.1%):
WH Group Ltd. (c)		278,000		155
Financials (0.0%): (b)
Futu Holdings Ltd., ADR (a) (d)		1,910		85
Industrials (0.2%):
Orient Overseas International Ltd.		53,000		1,077
Information Technology (0.3%):
Kingboard Laminates Holdings Ltd.		130,500		134
Lenovo Group Ltd.		1,462,000		1,496
				1,630
				4,565
India (1.1%):
Financials (0.6%):
ICICI Bank Ltd.		210,282		2,372
SBI Life Insurance Co. Ltd. (c)		29,704		415
				2,787
Industrials (0.0%): (b)
Bharat Electronics Ltd.		55,034		70
Information Technology (0.5%):
HCL Technologies Ltd.		16,887		221
Infosys Ltd.		93,989		1,450
Tata Consultancy Services Ltd.		25,103		993
				2,664
				5,521

See notes to financial statements.

Victory Portfolios III
Victory Global Managed Volatility Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Indonesia (0.9%):
Communication Services (0.3%):
PT Telkom Indonesia Persero Tbk		5,072,200	$	1,470
Consumer Staples (0.0%): (b)
PT Unilever Indonesia Tbk		644,800		194
Energy (0.1%):
PT Adaro Energy Indonesia Tbk		1,995,700		427
Financials (0.5%):
PT Bank Central Asia Tbk		4,205,500		2,603
				4,694
Ireland (0.5%):
Information Technology (0.5%):
Accenture PLC Class A		8,083		2,266
Israel (0.7%):
Communication Services (0.2%):
Bezeq The Israeli Telecommunication Corp. Ltd.		471,128		642
Health Care (0.0%): (b)
Teva Pharmaceutical Industries Ltd., ADR (a)		8,198		72
Information Technology (0.5%):
Check Point Software Technologies Ltd. (a)		19,978		2,544
				3,258
Japan (4.7%):
Communication Services (1.6%):
CyberAgent, Inc.		145,500		1,270
Kakaku.com, Inc.		10,800		149
KDDI Corp.		101,400		3,166
Nintendo Co. Ltd.		22,500		951
Nippon Telegraph & Telephone Corp.		8,100		247
SoftBank Corp.		214,100		2,411
				8,194
Consumer Discretionary (0.8%):
Fast Retailing Co. Ltd.		5,700		1,350
Honda Motor Co. Ltd.		12,100		321
Yamaha Motor Co. Ltd.		8,300		215
ZOZO, Inc.		90,800		1,911
				3,797
Financials (0.6%):
Tokio Marine Holdings, Inc.		152,900		3,075
Health Care (0.7%):
Astellas Pharma, Inc.		136,827		2,061
Hoya Corp.		13,700		1,437
				3,498

See notes to financial statements.

Victory Portfolios III
Victory Global Managed Volatility Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Industrials (0.5%):
Hitachi Ltd.		4,573	$	253
ITOCHU Corp.		12,622		419
Recruit Holdings Co. Ltd.		50,800		1,425
Taisei Corp.		9,400		320
				2,417
Information Technology (0.5%):
Fujitsu Ltd.		1,100		146
Nomura Research Institute Ltd.		23,400		589
Oracle Corp.		12,300		883
TIS, Inc.		21,900		601
Tokyo Electron Ltd.		600		69
				2,288
Materials (0.0%): (b)
Nissan Chemical Corp.		3,700		164
				23,433
Mexico (0.9%):
Communication Services (0.6%):
America Movil SAB de CV Class B (a)		2,719,797		2,934
Consumer Staples (0.3%):
Wal-Mart de Mexico SAB de CV		371,618		1,499
Financials (0.0%): (b)
Grupo Financiero Banorte SAB de CV Class O		16,246		140
				4,573
Netherlands (1.8%):
Communication Services (0.2%):
Koninklijke KPN NV		239,868		875
Consumer Staples (0.6%):
Koninklijke Ahold Delhaize NV		85,605		2,943
Industrials (0.6%):
Wolters Kluwer NV		23,663		3,135
Information Technology (0.4%):
ASML Holding NV		3,219		2,042
				8,995
New Zealand (0.1%):
Communication Services (0.1%):
Spark New Zealand Ltd.		97,104		315
Norway (0.5%):
Energy (0.5%):
Equinor ASA		77,501		2,232
Materials (0.0%): (b)
Norsk Hydro ASA		21,113		156
				2,388

See notes to financial statements.

Victory Portfolios III
Victory Global Managed Volatility Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Russian Federation (0.0%): (b)
Communication Services (0.0%):
Mobile TeleSystems PJSC (e) (f)		480,728	$	14
Consumer Staples (0.0%):
X5 Retail Group NV, GDR (e) (f)		18,705		2
Energy (0.0%):
LUKOIL PJSC (a) (e) (f)		34,009		5
Tatneft PJSC (e) (f)		90,761		4
				9
Financials (0.0%):
Sberbank of Russia PJSC (a) (e) (f)		409,312		—
Materials (0.0%):
MMC Norilsk Nickel PJSC (e) (f)		5,249		13
				38
Singapore (0.1%):
Financials (0.1%):
Singapore Exchange Ltd.		88,400		636
South Africa (1.0%):
Communication Services (0.3%):
MTN Group Ltd.		98,821		694
MultiChoice Group		157,374		985
				1,679
Financials (0.4%):
Capitec Bank Holdings Ltd.		18,418		1,606
FirstRand Ltd.		48,643		172
Standard Bank Group Ltd.		17,591		165
				1,943
Materials (0.3%):
Anglo American Platinum Ltd.		10,378		616
Kumba Iron Ore Ltd.		23,425		570
Sibanye Stillwater Ltd.		160,145		354
				1,540
				5,162
South Korea (0.4%):
Consumer Discretionary (0.3%):
F&F Co. Ltd.		10,578		1,119
Kia Corp.		2,268		144
				1,263
Financials (0.0%): (b)
KB Financial Group, Inc.		2,140		80
Shinhan Financial Group Co. Ltd.		5,096		133
				213

See notes to financial statements.

Victory Portfolios III
Victory Global Managed Volatility Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Information Technology (0.1%):
LG Innotek Co. Ltd.		482	$	96
Samsung Electronics Co. Ltd.		7,438		366
				462
				1,938
Spain (1.1%):
Communication Services (0.0%): (b)
Telefonica SA		45,392		206
Consumer Discretionary (0.5%):
Industria de Diseno Textil SA (d)		78,615		2,702
Financials (0.6%):
Banco Bilbao Vizcaya Argentaria SA		382,612		2,801
				5,709
Sweden (0.4%):
Consumer Discretionary (0.1%):
H & M Hennes & Mauritz AB Class B (d)		53,798		789
Industrials (0.1%):
Atlas Copco AB Class A		17,077		247
Volvo AB Class B		9,051		186
				433
Information Technology (0.2%):
Telefonaktiebolaget LM Ericsson Class B		164,278		905
				2,127
Switzerland (4.3%):
Communication Services (0.1%):
Swisscom AG Registered Shares		486		334
Consumer Staples (1.0%):
Nestle SA Registered Shares		40,472		5,193
Financials (0.1%):
Partners Group Holding AG		301		292
Health Care (1.9%):
Novartis AG Registered Shares		50,031		5,119
Roche Holding AG		13,731		4,300
				9,419
Industrials (1.2%):
Geberit AG Registered Shares		4,594		2,617
Kuehne + Nagel International AG Class R (d)		4,124		1,222
SGS SA		26,925		2,437
				6,276
Information Technology (0.0%): (b)
STMicroelectronics NV		5,919		253
				21,767

See notes to financial statements.

Victory Portfolios III
Victory Global Managed Volatility Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Taiwan (2.4%):
Consumer Discretionary (0.1%):
Feng TAY Enterprise Co. Ltd.		47,000	$	293
Nien Made Enterprise Co. Ltd.		16,000		176
				469
Consumer Staples (0.2%):
Uni-President Enterprises Corp.		491,730		1,179
Financials (0.0%): (b)
CTBC Financial Holding Co. Ltd.		263,000		194
Industrials (0.1%):
Voltronic Power Technology Corp.		7,000		402
Information Technology (2.0%):
Accton Technology Corp.		24,000		235
Delta Electronics, Inc.		108,000		1,058
eMemory Technology, Inc.		17,000		1,017
Novatek Microelectronics Corp.		72,000		984
Realtek Semiconductor Corp.		131,000		1,536
Taiwan Semiconductor Manufacturing Co. Ltd.		23,000		377
Taiwan Semiconductor Manufacturing Co. Ltd., ADR		55,897		4,712
				9,919
				12,163
United Kingdom (2.9%):
Consumer Discretionary (0.3%):
Burberry Group PLC		9,799		320
JD Sports Fashion PLC		65,499		133
Next PLC		11,665		990
Persimmon PLC		6,801		112
				1,555
Consumer Staples (0.9%):
Imperial Brands PLC		79,108		1,958
Unilever PLC		44,129		2,456
				4,414
Energy (0.1%):
Shell PLC		12,349		379
Health Care (0.5%):
AstraZeneca PLC		900		132
GSK PLC		134,043		2,417
				2,549
Industrials (0.7%):
Intertek Group PLC		11,935		624
RELX PLC		91,967		3,064
				3,688

See notes to financial statements.

Victory Portfolios III
Victory Global Managed Volatility Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Materials (0.4%):
Anglo American PLC		3,649	$	113
Rio Tinto PLC		26,529		1,686
				1,799
				14,384
United States (60.7%):
Communication Services (5.1%):
Alphabet, Inc. Class C (a)		108,071		11,695
AT&T, Inc.		11,499		203
Charter Communications, Inc. Class A (a)		2,081		767
Comcast Corp. Class A		7,896		327
Electronic Arts, Inc.		1,202		153
Match Group, Inc. (a)		19,854		733
Meta Platforms, Inc. Class A (a)		27,990		6,727
Omnicom Group, Inc.		16,620		1,505
Sirius XM Holdings, Inc. (d)		585,555		2,225
The Interpublic Group of Cos., Inc.		29,586		1,057
Verizon Communications, Inc.		5,945		231
				25,623
Consumer Discretionary (5.0%):
AutoZone, Inc. (a)		489		1,302
Bath & Body Works, Inc.		2,695		95
Best Buy Co., Inc.		15,058		1,122
Booking Holdings, Inc. (a)		466		1,252
Chipotle Mexican Grill, Inc. (a)		472		976
Domino's Pizza, Inc.		5,843		1,855
eBay, Inc.		55,518		2,578
Etsy, Inc. (a)		4,059		410
Lennar Corp. Class A		1,673		189
Lowe's Cos., Inc.		1,790		372
NVR, Inc. (a)		47		275
O'Reilly Automotive, Inc. (a)		1,818		1,668
Starbucks Corp.		14,209		1,624
Tesla, Inc. (a)		14,145		2,324
The Home Depot, Inc.		6,483		1,948
Tractor Supply Co.		635		151
Ulta Beauty, Inc. (a)		2,362		1,302
Yum! Brands, Inc.		41,775		5,873
				25,316
Consumer Staples (7.1%):
Altria Group, Inc.		116,323		5,527
Colgate-Palmolive Co.		66,941		5,342
Costco Wholesale Corp.		2,461		1,238
General Mills, Inc.		3,401		301
Kimberly-Clark Corp.		13,131		1,903
Philip Morris International, Inc.		65,680		6,566
Target Corp.		13,655		2,154
The Hershey Co.		12,386		3,382

See notes to financial statements.

Victory Portfolios III
Victory Global Managed Volatility Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
The Kroger Co.		39,931	$	1,942
The Procter & Gamble Co.		36,980		5,783
Walmart, Inc.		8,818		1,331
				35,469
Energy (2.3%):
ConocoPhillips		3,169		326
Devon Energy Corp.		20,869		1,115
EOG Resources, Inc.		37,261		4,452
Exxon Mobil Corp.		9,712		1,149
Pioneer Natural Resources Co.		13,673		2,974
Targa Resources Corp.		17,002		1,284
Valero Energy Corp.		1,132		130
				11,430
Financials (6.3%):
Aflac, Inc.		4,033		282
American Express Co.		820		132
Ameriprise Financial, Inc.		1,065		325
Aon PLC Class A		5,585		1,816
Discover Financial Services		27,076		2,802
Erie Indemnity Co. Class A		4,554		990
FactSet Research Systems, Inc.		4,092		1,685
FleetCor Technologies, Inc. (a)		879		188
JPMorgan Chase & Co.		3,112		430
LPL Financial Holdings, Inc.		1,036		216
MarketAxess Holdings, Inc.		3,274		1,042
Mastercard, Inc. Class A		8,217		3,123
MSCI, Inc.		4,025		1,942
Raymond James Financial, Inc.		2,158		195
Regions Financial Corp.		8,604		157
SEI Investments Co.		86,733		5,109
Synchrony Financial		21,350		630
T. Rowe Price Group, Inc.		26,688		2,998
The Progressive Corp.		32,207		4,393
The Western Union Co.		119,583		1,307
Visa, Inc. Class A		8,705		2,026
				31,788
Health Care (10.8%):
AbbVie, Inc.		19,480		2,944
AmerisourceBergen Corp.		1,568		262
Amgen, Inc.		18,129		4,346
Biogen, Inc. (a)		2,354		716
Cardinal Health, Inc.		6,883		565
CVS Health Corp.		2,769		203
Edwards Lifesciences Corp. (a)		7,047		620
Elevance Health, Inc.		663		311
Eli Lilly & Co.		12,457		4,931
Gilead Sciences, Inc.		16,028		1,318
HCA Healthcare, Inc.		3,440		989
Hologic, Inc. (a)		20,002		1,720

See notes to financial statements.

Victory Portfolios III
Victory Global Managed Volatility Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Humana, Inc.		299	$	159
IDEXX Laboratories, Inc. (a)		3,339		1,643
Johnson & Johnson		50,791		8,315
McKesson Corp.		5,291		1,927
Merck & Co., Inc.		41,910		4,839
Mettler-Toledo International, Inc. (a)		1,040		1,551
Moderna, Inc. (a)		4,725		628
Molina Healthcare, Inc. (a)		4,256		1,268
Pfizer, Inc.		9,316		362
Quest Diagnostics, Inc.		1,335		185
Regeneron Pharmaceuticals, Inc. (a)		921		739
The Cigna Group		862		218
UnitedHealth Group, Inc.		12,606		6,203
Veeva Systems, Inc. Class A (a)		15,935		2,854
Vertex Pharmaceuticals, Inc. (a)		472		161
Waters Corp. (a)		5,258		1,579
Zoetis, Inc.		13,619		2,394
				53,950
Industrials (7.4%):
3M Co.		31,557		3,352
Automatic Data Processing, Inc.		1,290		284
Booz Allen Hamilton Holding Corp.		13,818		1,323
Cintas Corp.		5,789		2,638
Cummins, Inc.		525		123
Dover Corp.		928		136
Expeditors International of Washington, Inc.		6,143		699
Fastenal Co.		46,882		2,524
Illinois Tool Works, Inc.		13,625		3,296
Jack Henry & Associates, Inc.		897		147
Leidos Holdings, Inc.		1,221		114
Lockheed Martin Corp.		16,669		7,742
Masco Corp.		2,534		136
Old Dominion Freight Line, Inc.		9,592		3,073
Otis Worldwide Corp.		34,727		2,962
Owens Corning		1,353		145
Paychex, Inc.		11,171		1,227
Rockwell Automation, Inc.		6,266		1,776
Union Pacific Corp.		7,195		1,408
United Parcel Service, Inc. Class B		14,956		2,689
United Rentals, Inc.		450		163
W.W. Grainger, Inc.		1,938		1,348
				37,305
Information Technology (15.2%):
Adobe, Inc. (a)		9,006		3,400
Apple, Inc.		138,647		23,526
Applied Materials, Inc.		2,454		277
Autodesk, Inc. (a)		9,047		1,762
Broadcom, Inc.		997		625
Cadence Design Systems, Inc. (a)		17,163		3,595

See notes to financial statements.

Victory Portfolios III
Victory Global Managed Volatility Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
CDW Corp.		3,859	$	654
Cisco Systems, Inc.		62,422		2,949
Enphase Energy, Inc. (a)		821		135
Fair Isaac Corp. (a)		2,382		1,734
Fortinet, Inc. (a)		27,705		1,747
Gartner, Inc. (a)		562		170
HP, Inc.		28,235		839
International Business Machines Corp.		2,629		332
Keysight Technologies, Inc. (a)		861		125
KLA Corp.		2,085		806
Lam Research Corp.		1,053		552
Microchip Technology, Inc.		1,703		124
Microsoft Corp.		61,142		18,786
Motorola Solutions, Inc.		978		285
NetApp, Inc.		11,087		697
ON Semiconductor Corp. (a)		1,722		124
Parade Technologies Ltd.		31,000		950
Qorvo, Inc. (a)		9,117		839
QUALCOMM, Inc.		17,054		1,992
Synopsys, Inc. (a)		522		194
TE Connectivity Ltd.		1,052		129
Teradyne, Inc.		11,498		1,051
Texas Instruments, Inc.		24,826		4,151
VeriSign, Inc. (a)		9,970		2,211
Zebra Technologies Corp. (a)		4,322		1,245
				76,006
Materials (1.1%):
CF Industries Holdings, Inc.		8,269		592
Dow, Inc.		13,436		731
LyondellBasell Industries NV Class A		2,151		203
Nucor Corp.		6,186		917
Steel Dynamics, Inc.		1,155		120
The Sherwin-Williams Co.		12,035		2,859
				5,422
Real Estate (0.3%):
American Tower Corp.		2,695		551
Crown Castle, Inc.		1,395		172
Equinix, Inc.		317		229
Prologis, Inc.		4,193		525
				1,477
Utilities (0.1%):
Evergy, Inc.		2,544		158
FirstEnergy Corp.		2,931		116
The AES Corp.		8,187		193
Vistra Corp.		7,003		167
				634
				304,420
Total Common Stocks (Cost $463,814)				500,077

See notes to financial statements.

Victory Portfolios III
Victory Global Managed Volatility Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Collateral for Securities Loaned (2.1%)^
United States (2.1%):
Goldman Sachs Financial Square Government Fund, Institutional Shares, 4.77% (g)		2,689,356	$	2,690
HSBC U.S. Government Money Market Fund, Institutional Shares, 4.76% (g)		2,689,356		2,689
Invesco Government & Agency Portfolio, Institutional Shares, 4.78% (g)		2,689,356		2,689
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 4.77% (g)		2,689,356		2,689
Total Collateral for Securities Loaned (Cost $10,757)				10,757
Total Investments (Cost $474,571) — 101.9%				510,834
Liabilities in excess of other assets — (1.9)%				(9,575	)
NET ASSETS — 100.00%			$	501,259

^ Purchased with cash collateral from securities on loan.

(a) Non-income producing security.

(b) Amount represents less than 0.05% of net assets.

(c) Rule 144A security or other security that is restricted as to resale to institutional investors. As of April 30, 2023, the fair value of these securities was $3,401 thousands and amounted to 0.7% of net assets.

(d) All or a portion of this security is on loan.

(e) Security was fair valued based upon procedures approved by the Board of Trustees and represents less than 0.05% of net assets as of April 30, 2023. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

(f) The following table details the earliest acquisition date and cost of the Fund's Russian sanctioned restricted securities at April 30, 2023 (amounts in thousands):

Security Name	Acquisition Date	Cost
LUKOIL PJSC	4/22/2020	$	2,312
MMC Norilsk Nickel PJSC	9/30/2019		1,604
Mobile TeleSystems PJSC	11/11/2021		2,034
Sberbank of Russia PJSC	4/22/2020		1,393
Tatneft PJSC	12/21/2020		608
X5 Retail Group NV, GDR	11/11/2021		637

(g) Rate disclosed is the daily yield on April 30, 2023.

ADR — American Depositary Receipt

GDR — Global Depositary Receipt

PLC — Public Limited Company

See notes to financial statements.

Victory Portfolios III

Statement of Assets and Liabilities
April 30, 2023

(Amounts in Thousands, Except Per Share Amounts)

	Victory Global Managed Volatility Fund
Assets:
Investments, at value (Cost $474,571)	$	510,834	(a)
Foreign currency, at value (Cost $45)		45
Cash		1,655
Deposit with broker for futures contracts		5
Receivables:
Interest and dividends		758
Capital shares issued		—	(b)
Reclaims		610
From Adviser		93
Prepaid expenses		8
Total Assets		514,008
Liabilities:
Payables:
Collateral received on loaned securities		10,757
Capital shares redeemed		1,610
Accrued foreign capital gains taxes		22
Accrued expenses and other payables:
Investment advisory fees		246
Administration fees		21
Custodian fees		15
Transfer agent fees		21
Compliance fees		—	(b)
Other accrued expenses		57
Total Liabilities		12,749
Net Assets:
Capital		470,547
Total accumulated earnings/(loss)		30,712
Net Assets	$	501,259
Net Assets
Fund Shares	$	9,574
Institutional Shares		491,685
Total	$	501,259
Shares (unlimited number of shares authorized with no par value):
Fund Shares		1,055
Institutional Shares		53,110
Total		54,165
Net asset value, offering and redemption price per share: (c)
Fund Shares	$	9.07
Institutional Shares		9.26

(a) Includes $10,309 thousand of securities on loan.

(b) Rounds to less than $1 thousand.

See notes to financial statements.

Victory Portfolios III

Statements of Operations

(Amounts in Thousands)

	Victory Global Managed Volatility Fund
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022
Investment Income:
Interest	$	9		$	4
Dividends		4,721			13,736
Non-cash dividends		—			691
Securities lending (net of fees)		86			210
Foreign tax withholding		(466	)		(1,103	)
Total Income		4,350			13,538
Expenses:
Investment advisory fees		974			3,052
Administration fees — Fund Shares		5			15
Administration fees — Institutional Shares		80			249
Sub-Administration fees		19			56
Custodian fees		31			82
Transfer agent fees — Fund Shares		4			13
Transfer agent fees — Institutional Shares		80			249
Trustees' fees		16			47
Compliance fees		2			4
Legal and audit fees		57			90
State registration and filing fees		13			36
Other expenses		38			89
Total Expenses		1,319			3,982
Expenses waived/reimbursed by Adviser		(175	)		(405	)
Net Expenses		1,144			3,577
Net Investment Income (Loss)		3,206			9,961
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities and foreign currency transactions		1,321			(2,754	)
Foreign taxes on realized gains		—	(b)		(8	)
Net change in unrealized appreciation/depreciation on investment securities and foreign currency translations		35,371			(100,860	)
Net change in accrued foreign taxes on unrealized gains		47			54
Net realized/unrealized gains (losses) on investments		36,739			(103,568	)
Change in net assets resulting from operations	$	39,945		$	(93,607	)

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

(b) Rounds to less than $1 thousand.

See notes to financial statements.

Victory Portfolios III

Statements of Changes in Net Assets

(Amounts in Thousands)

	Victory Global Managed Volatility Fund
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021
From Investments:
Operations:
Net Investment Income (Loss)	$	3,206		$	9,961		$	8,944
Net realized gains (losses)		1,321			(2,762	)		94,962
Net change in unrealized appreciation/depreciation		35,418			(100,806	)		16,818
Change in net assets resulting from operations		39,945			(93,607	)		120,724
Distributions to Shareholders:
Fund Shares		—			(732	)		(2,473	)
Institutional Shares		—			(38,065	)		(119,748	)
Change in net assets resulting from distributions to shareholders		—			(38,797	)		(122,221	)
Change in net assets resulting from capital transactions		(19,319	)		6,690			(127,774	)
Change in net assets		20,626			(125,714	)		(129,271	)
Net Assets:
Beginning of period		480,633			606,347			735,618
End of period	$	501,259		$	480,633		$	606,347
Capital Transactions:
Fund Shares
Proceeds from shares issued	$	176		$	1,403		$	1,421
Distributions reinvested		—			727			2,461
Cost of shares redeemed		(412	)		(2,582	)		(1,783	)
Total Fund Shares	$	(236	)	$	(452	)	$	2,099
Institutional Shares
Proceeds from shares issued	$	—		$	—		$	172
Distributions reinvested		—			38,066			119,748
Cost of shares redeemed		(19,083	)		(30,924	)		(249,793	)
Total Institutional Shares	$	(19,083	)	$	7,142		$	(129,873	)
Change in net assets resulting from capital transactions	$	(19,319	)	$	6,690		$	(127,774	)
Share Transactions:
Fund Shares
Issued		20			146			117
Reinvested		—			83			230
Redeemed		(47	)		(277	)		(147	)
Total Fund Shares		(27	)		(48	)		200
Institutional Shares
Issued		—			—			13
Reinvested		—			4,278			10,972
Redeemed		(2,110	)		(3,170	)		(20,743	)
Total Institutional Shares		(2,110	)		1,108			(9,758	)
Change in Shares		(2,137	)		1,060			(9,558	)

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

See notes to financial statements.

Victory Portfolios III

Financial Highlights

For a Share Outstanding Throughout Each Period

	Victory Global Managed Volatility Fund
	Fund Shares
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Net Asset Value, Beginning of Period	$	8.38		$	10.78		$	11.20		$	10.97		$	9.39		$	10.73
Investment Activities:
Net investment income (loss)		0.05	(b)		0.17	(b)		0.15	(b)		0.12	(b)		0.19	(b)		0.25
Net realized and unrealized gains (losses)		0.64			(1.85	)		2.15			0.56			1.85			(1.18	)
Total from Investment Activities		0.69			(1.68	)		2.30			0.68			2.04			(0.93	)
Distributions to Shareholders from:
Net investment income		—			(0.20	)		(0.11	)		(0.15	)		(0.22	)		(0.15	)
Net realized gains		—			(0.52	)		(2.61	)		(0.30	)		(0.24	)		(0.26	)
Total Distributions		—			(0.72	)		(2.72	)		(0.45	)		(0.46	)		(0.41	)
Net Asset Value, End of Period	$	9.07		$	8.38		$	10.78		$	11.20		$	10.97		$	9.39
Total Return (c) (d)		8.23	%		(15.78	)%		21.00	%		6.25	%		21.69	%		(8.78	)%
Ratios to Average Net Assets:
Net Expenses (e) (f) (g)		0.90	%		0.90	%		0.90	%		0.90	%		0.90	%		0.90	%
Net Investment Income (Loss) (e)		1.78	%		1.77	%		1.26	%		1.14	%		1.81	%		1.57	%
Gross Expenses (e) (f)		1.39	%		1.13	%		1.05	%		1.15	%		1.09	%		1.18	%
Supplemental Data:
Net Assets at end of period (000's)	$	9,574		$	9,065		$	12,183		$	10,414		$	11,921		$	10,229
Portfolio Turnover (c) (h)		7	%		26	%		40	%		86	%		53	%		35	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(e) Annualized for periods less than one year.

(f) Does not include acquired fund fees and expenses, if any.

(h) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Victory Global Managed Volatility Fund
	Institutional Shares
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Net Asset Value, Beginning of Period	$	8.54		$	10.98		$	11.35		$	11.11		$	9.49		$	10.84
Investment Activities:
Net investment income (loss)		0.06	(b)		0.19	(b)		0.18	(b)		0.14	(b)		0.21	(b)		0.16
Net realized and unrealized gains (losses)		0.66			(1.90	)		2.19			0.57			1.88			(1.08	)
Total from Investment Activities		0.72			(1.71	)		2.37			0.71			2.09			(0.92	)
Distributions to Shareholders from:
Net investment income		—			(0.21	)		(0.13	)		(0.17	)		(0.23	)		(0.17	)
Net realized gains		—			(0.52	)		(2.61	)		(0.30	)		(0.24	)		(0.26	)
Total Distributions		—			(0.73	)		(2.74	)		(0.47	)		(0.47	)		(0.43	)
Net Asset Value, End of Period	$	9.26		$	8.54		$	10.98		$	11.35		$	11.11		$	9.49
Total Return (c) (d)		8.43	%		(15.70	)%		21.34	%		6.44	%		21.97	%		(8.61	)%
Ratios to Average Net Assets:
Net Expenses (e) (f) (g)		0.70	%		0.70	%		0.70	%		0.70	%		0.70	%		0.70	%
Net Investment Income (Loss) (e)		1.98	%		1.96	%		1.45	%		1.34	%		1.97	%		1.87	%
Gross Expenses (e) (f)		0.80	%		0.78	%		0.77	%		0.74	%		0.75	%		0.74	%
Supplemental Data:
Net Assets at end of period (000's)	$	491,685		$	471,568		$	594,164		$	725,204		$	1,005,270		$	922,210
Portfolio Turnover (c) (h)		7	%		26	%		40	%		86	%		53	%		35	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(e) Annualized for periods less than one year.

(f) Does not include acquired fund fees and expenses, if any.

(h) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

See notes to financial statements.

Victory Portfolios III

Notes to Financial Statements
April 30, 2023

1. Organization:

The accompanying financial statements are those of the Victory Global Managed Volatility Fund (formerly USAA Global Managed Volatility Fund) (the "Fund"). The Fund offers two classes of shares: Fund Shares and Institutional Shares. The Fund is classified as diversified under the 1940 Act.

Each class of shares of the Fund has substantially identical rights and privileges, except with respect to fees paid under distribution plans, expenses allocable exclusively to each class of shares, voting rights on matters solely affecting a single class of shares, and the exchange privilege of each class of shares.

2. Significant Accounting Policies:

Investment Valuation:

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:

• Level 1 — quoted prices (unadjusted) in active markets for identical securities

• Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, or credit spreads, applicable to those securities, etc.)

• Level 3 — significant unobservable inputs (including the Adviser's assumptions in determining the fair value of investments)

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Portfolio securities listed or traded on securities exchanges, including Exchange-Traded Funds ("ETFs"), and American Depositary Receipts, are valued at the closing price on the exchange or system where the security is principally traded, if available, or at the Nasdaq Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.

Investments in open-end investment companies, other than ETFs, are valued at their net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.

In accordance with procedures adopted by the Board, fair value pricing may be used if events materially affecting the value of foreign securities occur between the time the exchange on which they are traded closes and the time the Fund's NAV is calculated. The Fund uses a systematic valuation model, provided daily by an independent third party to fair value its international equity securities. The valuations are categorized as Level 2 in the fair value hierarchy.

	Level 1		Level 2		Level 3		Total
Common Stocks	$	338,897	$	161,142	$	38	$	500,077
Collateral for Securities Loaned		10,757		—		—		10,757
Total	$	349,654	$	161,142	$	38	$	510,834

As of April 30, 2023, there were no transfers into/out of Level 3.

Real Estate Investment Trusts ("REITs"):

Investment Companies:

Open-End Funds:

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Derivative Instruments:

Foreign Exchange Currency Contracts:

The Fund may enter into foreign exchange currency contracts to convert U.S. dollars to and from various foreign currencies. A foreign exchange currency contract is an obligation by the Fund to purchase or sell a specific currency at a future date at a price (in U.S. dollars) set at the time of the contract. The Fund does not engage in "cross-currency" foreign exchange contracts (i.e., contracts to purchase or sell one foreign currency in exchange for another foreign currency). The Fund's foreign exchange currency contracts might be considered spot contracts (typically a contract of one week or less) or forward contracts (typically a contract term over one week). A spot contract is entered into for purposes of hedging against foreign currency fluctuations relating to a specific portfolio transaction, such as the delay between a security transaction trade date and settlement date. Forward contracts are entered into for purposes of hedging portfolio holdings or concentrations of such holdings. Each foreign exchange currency contract is adjusted daily by the prevailing spot or forward rate of the underlying currency, and any appreciation or depreciation is recorded for financial statement purposes as unrealized until the contract settlement date, at which time the Fund records realized gains or losses equal to the difference between the value of a contract at the time it was opened and the value at the time it was closed. The Fund could be exposed to risk if a counterparty is unable to meet the terms of a foreign exchange currency contract or if the value of the foreign currency changes unfavorably. In addition, the use of foreign exchange currency contracts does not eliminate fluctuations in the underlying prices of the securities. As of April 30, 2023, the Fund had no open forward foreign exchange currency contracts.

Futures Contracts:

The Fund did not hold futures contracts as of April 30, 2023.

Options:

The Fund is subject to equity price risk in the normal course of pursuing its investment objectives. The Fund may use options on underlying instruments, namely, equity securities, ETFs, and equity indexes, to gain exposure to, or hedge against, changes in the value of equity securities, ETFs, or equity indexes. A call option gives the purchaser the right to buy, and the writer the obligation to sell, the underlying instrument at a specified price during a specified period. Conversely, a put option gives the purchaser

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

the right to sell, and the writer the obligation to buy, the underlying instrument at a specified price during a specified period. The purchaser of the option pays a premium to the writer of the option.

Premiums paid for purchased options are included on the Fund's Statement of Assets and Liabilities as an investment. If a purchased option expires unexercised, the premium paid is recognized as a realized loss. If a purchased call option on a security is exercised, the cost of the security acquired includes the exercise price and the premium paid. If a purchased put option on a security is exercised, the realized gain or loss on the security sold is determined from the exercise price, the original cost of the security, and the premium paid. The risk associated with purchasing a call or put option is limited to the premium paid.

Premiums received from writing options are included on the Fund's Statement of Assets and Liabilities as a liability. If a written option expires unexercised, the premium received is recognized as a realized gain. If a written call option on a security is exercised, the realized gain or loss on the security sold is determined from the exercise price, the original cost of the security, and the premium received. If a written put option on a security is exercised, the cost of the security acquired is the exercise price paid less the premium received. The Fund, as a writer of an option, bears the market risk of an unfavorable change in the price of the security underlying the written option.

In an attempt to reduce the Fund's volatility over time, the Fund may implement a strategy that involves purchasing and selling options on indexes or ETFs that represent the Fund's exposure against a highly correlated stock portfolio. The combination of the diversified stock portfolio with index or ETF options is designed to provide the Fund with consistent returns over a wide range of equity market environments. This strategy may not fully protect the Fund against declines in the portfolio's value, and the Fund could experience a loss. Options on ETFs are similar to options on individual securities in that the holder of the ETF call (or put) has the right to receive (or sell) shares of the underlying ETF at the strike price on or before exercise date. Options on securities indexes are different from options on individual securities in that the holder of the index option has the right to receive an amount of cash equal to the difference between the exercise price and the settlement value of the underlying index as defined by the exchange. If an index option is exercised, the realized gain or loss is determined by the exercise price, the settlement value, and the premium amount paid or received.

As of April 30, 2023, the Fund had no open options.

Investment Transactions and Related Income:

Securities Lending:

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

not disclosed on the Fund's Schedule of Portfolio Investments. Collateral requirements are determined daily based on the value of the Fund's securities on loan as of the end of the prior business day. During the time portfolio securities are on loan, the borrower will pay the Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays Citibank various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statements of Operations. Loans are terminable upon demand and the borrower must return the loaned securities within the lesser of one standard settlement period or five business days. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower.

The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or repledged, except to satisfy borrower default.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of April 30, 2023.

Value of Securities on Loan				Non-Cash Collateral				Cash Collateral
$	10,309			$	—			$	10,757

Foreign Currency Translations:

The accounting records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities of the Fund denominated in a foreign currency are translated into U.S. dollars at current exchange rates. Purchases and sales of securities, income receipts, and expense payments are translated into U.S. dollars at the exchange rates on the date of the transactions. The Fund does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations, if any, are disclosed as Net change in unrealized appreciation/depreciation on investment securities and foreign currency translations on the Statements of Operations. Any realized gains or losses from these fluctuations, if any, are disclosed as Net realized gains (losses) from investment securities and foreign currency transactions on the Statements of Operations.

Foreign Taxes:

Federal Income Taxes:

The Fund intends to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund had a tax year end of December 31, and effective April 30, 2023, the Fund changed its tax year end to April 30.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Allocations:

Income, expenses (other than class-specific expenses such as transfer agent fees, state registration fees, and printing fees), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets on the date income is earned or expenses and realized and unrealized gains and losses are incurred.

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the four months ended April 30, 2023, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities
Purchases		Sales
$	33,970	$	49,926

4. Affiliated Fund Ownership:

The Fund offers shares for investment by other funds. The fund-of-funds do not invest in the underlying funds for the purpose of exercising management or control; however, investments by a fund-of-funds within its principal investment strategies may represent a significant portion of an underlying fund's assets, and together with the investments of the other affiliated funds-of-funds, may represent a substantial portion or even all of an underlying fund's net assets. The affiliated funds-of-funds annual and semi-annual reports may be viewed at vcm.com. As of April 30, 2023, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated Victory Portfolios III Mutual Funds	Ownership %
Victory Target Retirement Income Fund		8.0
Victory Target Retirement 2030 Fund		23.7
Victory Target Retirement 2040 Fund		37.3
Victory Target Retirement 2050 Fund		25.5
Victory Target Retirement 2060 Fund		3.8

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees accrued daily and paid monthly at an annualized rate of 0.60% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the four months ended April 30, 2023, and the year ended December 31, 2022, are reflected on the Statements of Operations as Investment advisory fees.

Administration and Servicing Fees:

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

daily net assets of the Fund Shares and Institutional Shares, respectively. Amounts incurred for the four months ended April 30, 2023, and the year ended December 31, 2022, are reflected on the Statements of Operations as Administration fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser, provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual charge of $23 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent fees for the Institutional Shares are paid monthly based on a fee accrued daily at an annualized rate of 0.05% of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the four months ended April 30, 2023, and the year ended December 31, 2022, are reflected on the Statements of Operations as Transfer agent fees.

Distributor/Underwriting Services:

Other Fees:

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least August 31, 2024. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limits for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of April 30, 2023, the expense limits (excluding voluntary waivers) were 0.90% and 0.70% for Fund Shares and Institutional Shares, respectively.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

As of April 30, 2023, the following amounts are available to be repaid to the Adviser (amounts in thousands). The Fund has not recorded any amounts available to be repaid as a liability due to an assessment that such repayments are not probable at April 30, 2023.

Expires 2023				Expires 2024				Expires 2025				Expires 2026				Total
$	243			$	424			$	405			$	175			$	1,247

As of December 31, 2022, the following amounts were available to be repaid to the Adviser (amounts in thousands).

Expires 2023				Expires 2024				Expires 2025				Total
$	356			$	424			$	405			$	1,185

6. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, terrorism, trade disputes, inflation rates, interest rate levels and other fiscal and monetary policy changes, cybersecurity incidents, pandemics and other public health crises, sanctions against a particular foreign country, its nationals, businesses or industries and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, or other catastrophes, may add to instability in global economies and markets generally, and may lead to increased market volatility. Global economies and financial markets are highly interconnected, which increases the possibility that conditions in one country or region might adversely affect issuers in another country or region. The impact of these and other factors may be short-term or may last for extended periods.

Foreign Securities Risk — Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market. Global markets, or those in a particular region, may all react in similar fashion to important political, economic, or other developments. Events and evolving conditions in certain economies or markets may alter the risks associated with investments tied to countries or regions that historically were perceived as comparatively stable and make such investments riskier and more volatile.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Certain Russian securities held by the Fund had declared dividends, however there is no assurance these dividends can be collected by the Fund. As a result, all such dividend receivables related to these Russian securities are valued at zero as of the current fiscal year-end.

Derivatives Risk — The Fund may invest in futures, options, and other types of derivatives. Risks associated with derivatives include the risk that the derivative is not well-correlated with the security, index, ETFs, or currency to which it relates; the risk that the use of derivatives may not have the intended effects and may result in losses, underperformance, or missed opportunities; the risk that the Fund will be unable to sell the derivative because of an illiquid secondary market; the risk that a counterparty is unwilling or unable to meet its obligation; the risk of interest rate movements; and the risk that the derivatives transaction could expose the Fund to the effects of leverage, which could increase the Fund's market exposure, magnify investment risks and losses, and cause losses to be realized more quickly. There is no guarantee that derivative techniques will be employed or that they will work as intended, and their use could lower returns or even result in losses to the Fund. In addition, proposed and current regulations may limit the Fund's ability to invest in derivatives.

Emerging Markets Risk — Foreign securities risk can be particularly heightened because investments in emerging market countries generally are more volatile than investments in developed markets. Emerging market countries are less economically diverse and mature than more developed countries and tend to be politically less stable.

7. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the four months ended April 30, 2023, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from January 1, 2022, through June 27, 2022, interest was based on the one-month London Interbank Offered Rate ("LIBOR") plus one percent. For the period June 28, 2022, through April 30, 2023, interest was based on the one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent. The Fund did not experience a material financial impact transitioning from LIBOR to SOFR. Effective with the next amendment on June 27, 2023, the annual commitment fee of 0.15% will remain unchanged. Interest charged to the Fund during the period, if applicable, is reflected on the Statements of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the four months ended April 30, 2023, and the year ended December 31, 2022.

Interfund Lending:

The Trust and the Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other fund in the Victory Funds Complex that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

The Fund did not utilize or participate in the Facility during the four months ended April 30, 2023, and the year ended December 31, 2022.

8. Federal Income Tax Information:

The Fund intends to distribute any net investment income annually. Distributable net realized gains, if any, are declared and paid at least annually.

The amounts of dividends from net investment income and distributions from net realized gains (collectively, distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

As of April 30, 2023, on the Statement of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows (amounts in thousands):

Total Accumulated Earnings/(Loss)				Capital
$	3			$	(3	)

There were no distributions for the four months ended April 30, 2023.

Year Ended December 31, 2022								Year Ended December 31, 2021
Distributions Paid From								Distributions Paid From
Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Total Distributions Paid		Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Total Distributions Paid
$	16,737	$	22,060	$	38,797	$	38,797	$	35,478	$	86,743	$	122,221	$	122,221

As of April 30, 2023, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed Ordinary Income				Accumulated Earnings				Accumulated Capital and Other Losses				Unrealized Appreciation (Depreciation)*				Total Accumulated Earnings (Loss)
$	3,240			$	3,240			$	(7,921	)		$	35,393			$	30,712

* The difference between the book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to tax deferral of losses on wash sales and passive foreign investment companies.

As of April 30, 2023, the Fund had net capital loss carryforwards as shown in the table below (amounts in thousands). It is unlikely that the Board will authorize a distribution of capital gains realized in the future until the capital loss carryforwards have been used.

Short-Term Amount				Long-Term Amount				Total
$	1,902			$	6,019			$	7,921

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Cost of Investments for Federal Tax Purposes				Gross Unrealized Appreciation				Gross Unrealized Depreciation				Net Unrealized Appreciation (Depreciation)
$	475,424			$	79,025			$	(43,615	)		$	35,410

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of Victory Global Managed Volatility Fund (Formerly USAA Global Managed Volatility Fund)

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Victory Global Managed Volatility Fund (formerly USAA Global Managed Volatility Fund) (the "Fund") (one of the funds constituting Victory Portfolios III (formerly USAA Mutual Funds Trust) (the "Trust")), including the schedule of portfolio investments as of April 30, 2023, and the related statements of operations for the period from January 1, 2023 through April 30, 2023 and the year ended December 31, 2022, the statements of changes in net assets for the period from January 1, 2023 through April 30, 2023 and each of the two years in the period ended December 31, 2022, the financial highlights for the period from January 1, 2023 through April 30, 2023 and each of the five years in the period ended December 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting Victory Portfolios III) at April 30, 2023, the results of its operations for the period from January 1, 2023 through April 30, 2023 and the year ended December 31, 2022, the changes in its net assets for the period from January 1, 2023 through April 30, 2023 and each of the two years in the period ended December 31, 2022, and its financial highlights for the period from January 1, 2023 through April 30, 2023 and each of the five years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2023, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
June 28, 2023

Victory Portfolios III

Supplemental Information
April 30, 2023

(Unaudited)

Trustee and Officer Information

Board of Trustees:

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Independent Trustees

Jefferson C. Boyce
(September 1957)

Independent Chair

Trustee since September 2013, Independent Chair since January 2021

Retired.

Westhab, Inc., New York Theological Seminary, American Filtration Corp.

Dawn M. Hawley
(February 1954)

Trustee

Trustee since April 2014

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Daniel S. McNamara
(June 1966)

Trustee

Trustee since January 2012

None

Paul L. McNamara
(July 1948)

Trustee

Trustee since January 2012

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Richard Y. Newton, III (January 1956)

Trustee

Trustee since March 2017

Terran Orbital Corp., American Made Filtration Corp.

Barbara B. Ostdiek, Ph.D.
(March 1964)

Trustee

Trustee since January 2008

None

John C. Walters
(February 1962)

Trustee

Trustee since July 2019

Retired.

Guardian Variable Products Trust (16 series)

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Fund

Term of
Office and
Length of
Time Served

Principal Occupation(s) Held
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Interested Trustee

David C. Brown
(May 1972)

Trustee

Trustee since July 2019

45 portfolios within the Trust; 40 portfolios within the Victory Portfolios, 25 series within the Victory Portfolios II, and 6 series within the Victory Variable Insurance Funds

None

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Officers of the Trust

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

James K. De Vries
(April 1969)

President

March 2018*

Scott Stahorsky
(July 1969)

Vice President

July 2019

Thomas Dusenberry
(July 1977)

Secretary

June 2022

Allan Shaer,
(March 1965)

Treasurer

July 2019*

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

Christopher Ponte,
(March 1984)

Assistant Treasurer

May 2023

Carol D. Trevino
(October 1965)

Assistant Treasurer

September 2018

Charles Booth
(April 1960)

Anti-Money Laundering Compliance Officer and Identity Theft Officer

July 2019

Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (2007-present).

Sean Fox
(September 1976)

Chief Compliance Officer

June 2022

* Effective May 1, 2023, Mr. De Vries resigned as Treasurer and accepted the position of President, and Mr. Shaer resigned as Assistant Treasurer and accepted the position of Treasurer.

Effective May 1, 2023, Christopher Dyer resigned as the President of the Trust.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent 12 months ended June 30 is available on the SEC's website at sec.gov.

Availability of Schedules of Portfolio Investments:

Expense Examples

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from November 1, 2022, through April 30, 2023.

	Beginning Account Value 11/1/22		Actual Ending Account Value 4/30/23		Hypothetical Ending Account Value 4/30/23		Actual Expenses Paid During Period 11/1/22- 4/30/23*		Hypothetical Expenses Paid During Period 11/1/22- 4/30/23*		Annualized Expense Ratio During Period 11/1/22- 4/30/23
Fund Shares	$	1,000.00	$	1,125.60	$	1,020.33	$	4.74	$	4.51		0.90	%
Institutional Shares		1,000.00		1,127.80		1,021.32		3.69		3.51		0.70	%

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

Victory Global Managed Volatility Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of Victory Portfolios III Trust (the "Trust") held on December 8-9, 2022, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 8-9, 2022 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 21, 2022.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

Advisory Agreement

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management program, (iv) derivatives risk management program, and (v) cybersecurity programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's net management fee rate — which includes advisory and administrative services as well as any fee waivers and reimbursements — was below the medians of its expense group and its expense universe. The data indicated that the Fund's total expenses, including underlying fund expenses and after any reimbursements, were above the median of its expense group and equal to the median of its expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund.

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was below the average of its performance universe and above its Lipper index for the one-year period ended June 30, 2022, and was above the average of its performance universe and below its Lipper index for the three- and five-year periods ended June 30, 2022. The Board took into account management's discussion of the Fund's performance, including the reasons for the Fund's underperformance for certain periods.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees noted that the Adviser reimbursed or waived a portion of its management fees to the Fund. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board took into account management's discussion of the Fund's current advisory fee structure. The Board also considered the effect of the change in size, if any, of each of the Fund's classes on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than some expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and its affiliates and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Liquidity Risk Management Program:

The Victory Portfolio III Funds (the "Trust") have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage the Fund's liquidity risk, taking into consideration the Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short- and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The Trust's Board of Trustees approved the appointment of the Fund's investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.

At a meeting held on March 10, 2023, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-RN (prior to August 2022, Form N-LIQUID) and recommended no material changes to the LRMP.

Privacy Policy

Protecting the Privacy of Information

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic, and procedural safeguards to guard your personal information.*

P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our website at:				Call
vcm.com				(800) 235-8396

88394-0723

April 30, 2023

Annual Report

Victory 500 Index Fund

(Formerly USAA^® 500 Index Fund)

vcm.com

News, Information And Education 24 Hours A Day, 7 Days A Week

• Detailed performance records

• Daily share prices

• The latest fund news

• Investment resources to help you become a better investor

• A section dedicated to investment professionals

Victory Portfolios III

TABLE OF CONTENTS

Shareholder Letter (Unaudited)					2
Manager's Commentary (Unaudited)					4
Investment Overview (Unaudited)					5
Investment Objective & Portfolio Holdings (Unaudited)					6
Schedule of Portfolio Investments					7
Financial Statements
Statement of Assets and Liabilities					19
Statements of Operations					20
Statements of Changes in Net Assets					21
Financial Highlights					22
Notes to Financial Statements					24
Report of Independent Registered Public Accounting Firm					34
Supplemental Information (Unaudited)					35
Trustee and Officer Information					35
Proxy Voting and Portfolio Holdings Information					41
Expense Examples					41
Additional Federal Income Tax Information					42
Advisory Contract Approval					43
Liquidity Risk Management Program					46
Privacy Policy (inside back cover)

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

For more specific information, please consult your tax adviser.

• NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE

(Unaudited)

Dear Shareholder,

From all of us here at Victory Capital, thank you for your ongoing confidence and for letting us help you work toward your investment goals.

James De Vries

President,
Victory Funds

Victory 500 Index Fund

Manager's Commentary

(Unaudited)

• What were the market conditions over the reporting period?

A large, specialty bank that catered to venture capital — backed startups faced a bank run as investors suddenly questioned if the bank had mismanaged its risk during the rising-rate cycle and whether it had adequate liquid assets in these tighter monetary conditions. This crisis of confidence spread across the entire regional banking sector (and also to another globally significant bank), and stocks sold off sharply in early March. Fortunately, with some Fed intervention, financial markets regained their footing and the turmoil was relatively short-lived. The quarter ended on an upbeat note with stock markets rallying and less volatility in the credit markets.

• How did the Victory 500 Index Fund (the "Fund") perform during the reporting period?

The Fund has two share classes: Member Shares and Reward Shares. The Fund's fiscal year-end changed this year to April 30 from December 31, resulting in a shorter reporting period for fiscal year ended 2023. For the four-month reporting period ended April 30, 2023, the Fund closely tracked its benchmark, the Victory US Large Cap 500 Index (the "Index"), with the Member Shares and Reward Shares returning 9.19% and 9.23%, respectively, versus the Index, which returned 9.28%. The Index emphasizes large U.S. company stocks and is not available for direct investment.

• Please describe sector performance during the reporting period.

During the reporting period, the Fund had an absolute positive return. Eight out of eleven sectors were positive, led by the communications services sector. The energy sector was the largest detractor. The Fund had a small allocation to derivatives during the period that did not have a material impact on performance.

Thank you for allowing us to assist you with your investment needs.

Victory 500 Index Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended April 30, 2023

Member Shares

Reward Shares

INCEPTION DATE

5/1/96

5/1/02

Net Asset Value

Victory US Large
Cap 500 Index¹

S&P 500^®
Index²

One Year

1.97

2.07

2.26

2.66

Five Year

11.33

11.43

11.68

11.45

Ten Year

12.00

12.11

12.35

12.20

Victory 500 Index Fund — Growth of $10,000

¹The Victory US Large Cap 500 Index emphasizes stocks of large U.S. companies. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²The S&P 500^® Index is an unmanaged index comprised of 500 domestically traded common stocks, is weighted according to the market value of each common stock in the index, and includes reinvestment of dividends. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Victory Portfolios III
Victory 500 Index Fund

April 30, 2023

(Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to match, before fees and expenses, the performance of the stocks composing the Victory US Large Cap 500 Index . The Index emphasizes stocks of large U.S. companies.

Sector Allocation*:

April 30, 2023

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Victory Portfolios III
Victory 500 Index Fund

Schedule of Portfolio Investments
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (99.6%)
Communication Services (8.2%):
Activision Blizzard, Inc. (a)		200,443	$	15,576
Alphabet, Inc. Class A (a)		1,622,793		174,191
Alphabet, Inc. Class C (a)		1,414,674		153,096
AT&T, Inc.		1,942,629		34,326
Charter Communications, Inc. Class A (a)		28,698		10,581
Comcast Corp. Class A		1,134,687		46,942
Electronic Arts, Inc.		70,234		8,939
Fox Corp. Class A		79,281		2,637
Fox Corp. Class B		36,260		1,107
Liberty Broadband Corp. Class C (a)		31,928		2,707
Liberty Media Corp.-Liberty Formula One Class C (a)		54,003		3,899
Live Nation Entertainment, Inc. (a)		39,002		2,644
Meta Platforms, Inc. Class A (a)		606,439		145,739
Netflix, Inc. (a)		118,914		39,233
Omnicom Group, Inc.		54,680		4,952
Paramount Global Class B (b)		157,844		3,683
Pinterest, Inc. Class A (a)		158,745		3,651
ROBLOX Corp. Class A (a)		116,776		4,157
Sirius XM Holdings, Inc. (b)		180,203		685
Snap, Inc. Class A (a)		263,975		2,299
Take-Two Interactive Software, Inc. (a)		42,281		5,255
The Interpublic Group of Cos., Inc.		104,800		3,745
The Trade Desk, Inc. Class A (a)		120,440		7,749
The Walt Disney Co. (a)		497,738		51,018
T-Mobile U.S., Inc. (a)		142,862		20,558
Verizon Communications, Inc.		1,144,315		44,434
Warner Bros Discovery, Inc. (a)		602,101		8,195
				801,998
Communications Equipment (0.8%):
Arista Networks, Inc. (a)		64,281		10,295
Cisco Systems, Inc.		1,119,308		52,888
Motorola Solutions, Inc.		45,570		13,279
				76,462
Consumer Discretionary (9.6%):
Airbnb, Inc. Class A (a)		104,733		12,533
Amazon.com, Inc. (a)		2,456,964		259,087
AutoZone, Inc. (a)		5,172		13,775
Best Buy Co., Inc.		53,655		3,998
Booking Holdings, Inc. (a)		10,155		27,279
Burlington Stores, Inc. (a)		17,762		3,425
Chipotle Mexican Grill, Inc. (a)		7,451		15,406
Coupang, Inc. (a)		308,647		5,173
D.R. Horton, Inc.		82,335		9,042
Darden Restaurants, Inc.		33,160		5,038
DoorDash, Inc. Class A (a)		64,751		3,962
eBay, Inc.		146,280		6,792

See notes to financial statements.

Victory Portfolios III
Victory 500 Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Etsy, Inc. (a)		33,903	$	3,425
Expedia Group, Inc. (a)		39,874		3,747
Ford Motor Co.		1,066,785		12,673
General Motors Co.		379,988		12,555
Genuine Parts Co.		37,692		6,344
Hilton Worldwide Holdings, Inc.		71,146		10,246
Las Vegas Sands Corp. (a)		89,542		5,717
Lennar Corp. Class A		67,699		7,637
LKQ Corp.		72,067		4,160
Lowe's Cos., Inc.		164,759		34,242
Lucid Group, Inc. (a) (b)		139,645		1,109
Lululemon Athletica, Inc. (a)		30,348		11,530
Marriott International, Inc. Class A		71,359		12,084
McDonald's Corp.		199,306		58,945
MGM Resorts International		86,844		3,901
NIKE, Inc. Class B		336,005		42,579
NVR, Inc. (a)		819		4,783
O'Reilly Automotive, Inc. (a)		16,679		15,300
Pool Corp.		10,321		3,626
PulteGroup, Inc.		60,852		4,086
Rivian Automotive, Inc. Class A (a) (b)		161,717		2,073
Ross Stores, Inc.		91,952		9,814
Royal Caribbean Cruises Ltd. (a)		60,503		3,959
Starbucks Corp.		303,748		34,715
Tesla, Inc. (a)		732,787		120,404
The Home Depot, Inc.		277,691		83,457
The TJX Cos., Inc.		314,833		24,815
Tractor Supply Co.		29,991		7,150
Ulta Beauty, Inc. (a)		13,725		7,568
Yum China Holdings, Inc.		110,586		6,766
Yum! Brands, Inc.		76,750		10,790
				935,710
Consumer Staples (7.3%):
Altria Group, Inc.		488,302		23,199
Archer-Daniels-Midland Co.		147,819		11,542
Brown-Forman Corp. Class B		82,762		5,387
Bunge Ltd.		40,407		3,782
Campbell Soup Co.		53,852		2,924
Church & Dwight Co., Inc.		66,492		6,458
Colgate-Palmolive Co.		226,248		18,055
Conagra Brands, Inc.		128,564		4,880
Constellation Brands, Inc. Class A		45,234		10,380
Costco Wholesale Corp.		120,900		60,839
Dollar General Corp.		60,916		13,490
Dollar Tree, Inc. (a)		60,265		9,263
General Mills, Inc.		160,647		14,238
Hormel Foods Corp.		78,907		3,191
Kellogg Co.		92,205		6,433
Keurig Dr Pepper, Inc.		246,961		8,076
Kimberly-Clark Corp.		91,958		13,324

See notes to financial statements.

Victory Portfolios III
Victory 500 Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Lamb Weston Holdings, Inc.		38,415	$	4,295
McCormick & Co., Inc.		68,312		6,001
Mondelez International, Inc. Class A		371,451		28,498
Monster Beverage Corp. (a)		201,862		11,304
PepsiCo, Inc.		375,251		71,632
Philip Morris International, Inc.		422,382		42,226
Sysco Corp.		138,304		10,613
Target Corp.		125,418		19,785
The Clorox Co.		33,656		5,574
The Coca-Cola Co.		1,166,489		74,830
The Estee Lauder Cos., Inc.		63,124		15,574
The Hershey Co.		40,044		10,934
The J.M. Smucker Co.		28,184		4,352
The Kraft Heinz Co.		300,392		11,796
The Kroger Co.		193,085		9,390
The Procter & Gamble Co.		642,781		100,518
Tyson Foods, Inc. Class A		76,263		4,766
Walgreens Boots Alliance, Inc.		195,051		6,876
Walmart, Inc.		382,085		57,683
				712,108
Electronic Equipment, Instruments & Components (0.5%):
Amphenol Corp. Class A		160,388		12,105
CDW Corp.		36,889		6,256
Corning, Inc.		207,592		6,896
Keysight Technologies, Inc. (a)		48,106		6,958
Teledyne Technologies, Inc. (a)		12,643		5,239
Trimble, Inc. (a)		67,285		3,169
Zebra Technologies Corp. (a)		13,866		3,994
				44,617
Energy (4.7%):
Baker Hughes Co.		272,765		7,976
Cheniere Energy, Inc.		65,736		10,058
Chevron Corp.		519,499		87,577
ConocoPhillips		332,072		34,167
Coterra Energy, Inc.		205,136		5,251
Devon Energy Corp.		176,409		9,425
Diamondback Energy, Inc.		47,569		6,764
EOG Resources, Inc.		160,042		19,120
Exxon Mobil Corp.		1,122,085		132,788
Halliburton Co.		246,329		8,067
Hess Corp.		75,603		10,967
Kinder Morgan, Inc.		532,874		9,139
Marathon Oil Corp.		171,558		4,145
Marathon Petroleum Corp.		121,395		14,810
Occidental Petroleum Corp.		247,646		15,238
ONEOK, Inc.		120,561		7,886
Phillips 66		128,775		12,749
Pioneer Natural Resources Co.		63,390		13,790
Schlumberger NV		386,352		19,066

See notes to financial statements.

Victory Portfolios III
Victory 500 Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Targa Resources Corp.		60,516	$	4,571
Texas Pacific Land Corp.		2,099		3,102
The Williams Cos., Inc.		331,953		10,045
Valero Energy Corp.		101,125		11,596
				458,297
Financials (13.1%):
Aflac, Inc.		150,124		10,486
American Express Co.		202,765		32,714
American International Group, Inc.		200,873		10,654
Ameriprise Financial, Inc.		28,685		8,752
Aon PLC Class A		55,335		17,994
Apollo Global Management, Inc.		107,589		6,820
Arch Capital Group Ltd. (a)		97,754		7,338
Ares Management Corp. Class A		37,801		3,311
Arthur J. Gallagher & Co.		57,210		11,903
Bank of America Corp.		2,180,754		63,852
Berkshire Hathaway, Inc. Class A (a)		93		46,768
Berkshire Hathaway, Inc. Class B (a)		354,742		116,550
BlackRock, Inc.		40,115		26,925
Blackstone, Inc.		189,298		16,910
Block, Inc. (a)		144,963		8,812
Brown & Brown, Inc.		64,816		4,174
Capital One Financial Corp.		102,792		10,002
Cboe Global Markets, Inc.		28,811		4,025
Cincinnati Financial Corp.		41,970		4,467
Citigroup, Inc.		529,591		24,928
Citizens Financial Group, Inc.		130,582		4,040
CME Group, Inc.		97,032		18,026
Discover Financial Services		70,654		7,311
Everest Re Group Ltd.		7,895		2,984
FactSet Research Systems, Inc.		10,422		4,291
Fidelity National Information Services, Inc.		160,058		9,399
Fifth Third Bancorp		185,148		4,851
First Horizon Corp.		143,387		2,516
First Republic Bank (b)		49,362		173
Fiserv, Inc. (a)		169,430		20,691
FleetCor Technologies, Inc. (a)		18,889		4,041
Franklin Resources, Inc.		79,071		2,125
Global Payments, Inc.		70,983		8,000
Huntington Bancshares, Inc.		387,546		4,341
Intercontinental Exchange, Inc.		150,744		16,421
JPMorgan Chase & Co.		793,937		109,754
KeyCorp		254,200		2,862
KKR & Co., Inc.		175,966		9,339
Loews Corp.		53,143		3,059
LPL Financial Holdings, Inc.		21,221		4,432
M&T Bank Corp.		45,260		5,694
Markel Corp. (a)		3,580		4,899
MarketAxess Holdings, Inc.		10,042		3,197
Marsh & McLennan Cos., Inc.		134,753		24,281

See notes to financial statements.

Victory Portfolios III
Victory 500 Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Mastercard, Inc. Class A		229,331	$	87,153
MetLife, Inc.		177,228		10,869
Moody's Corp.		49,915		15,629
Morgan Stanley		354,580		31,902
MSCI, Inc.		21,133		10,196
Nasdaq, Inc.		91,932		5,090
Northern Trust Corp.		55,650		4,350
NU Holdings Ltd. Class A (a)		551,094		2,844
PayPal Holdings, Inc. (a)		305,175		23,193
Principal Financial Group, Inc.		65,575		4,898
Prudential Financial, Inc.		100,267		8,723
Raymond James Financial, Inc.		52,808		4,781
Regions Financial Corp.		254,602		4,649
S&P Global, Inc.		87,733		31,810
State Street Corp.		92,919		6,714
Synchrony Financial		117,885		3,479
T. Rowe Price Group, Inc.		59,918		6,731
The Allstate Corp.		71,030		8,222
The Bank of New York Mellon Corp.		219,115		9,332
The Carlyle Group, Inc.		54,580		1,655
The Charles Schwab Corp.		458,818		23,969
The Goldman Sachs Group, Inc.		90,477		31,073
The Hartford Financial Services Group, Inc.		85,297		6,055
The PNC Financial Services Group, Inc.		109,258		14,231
The Progressive Corp.		159,484		21,754
The Travelers Cos., Inc.		63,237		11,455
Truist Financial Corp.		361,495		11,778
U.S. Bancorp		417,174		14,301
Visa, Inc. Class A		443,531		103,223
W.R. Berkley Corp.		56,943		3,355
Wells Fargo & Co.		1,033,690		41,089
				1,278,615
Health Care (14.3%):
Abbott Laboratories		468,792		51,787
AbbVie, Inc.		482,097		72,854
Agilent Technologies, Inc.		80,669		10,925
Align Technology, Inc. (a)		19,621		6,383
Alnylam Pharmaceuticals, Inc. (a)		33,483		6,670
AmerisourceBergen Corp.		45,740		7,632
Amgen, Inc.		145,489		34,880
Avantor, Inc. (a)		178,248		3,472
Baxter International, Inc.		137,505		6,556
Becton Dickinson and Co.		77,353		20,445
Biogen, Inc. (a)		39,367		11,977
BioMarin Pharmaceutical, Inc. (a)		49,624		4,766
Bio-Rad Laboratories, Inc. Class A (a)		5,679		2,560
Boston Scientific Corp. (a)		386,350		20,137
Bristol-Myers Squibb Co.		571,840		38,182
Cardinal Health, Inc.		69,495		5,706
Catalent, Inc. (a)		47,105		2,361

See notes to financial statements.

Victory Portfolios III
Victory 500 Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Centene Corp. (a)		148,697	$	10,250
CVS Health Corp.		349,874		25,649
Danaher Corp.		180,645		42,797
Dexcom, Inc. (a)		103,178		12,520
Edwards Lifesciences Corp. (a)		164,086		14,436
Elevance Health, Inc.		64,699		30,321
Eli Lilly & Co.		230,440		91,222
GE HealthCare Technologies, Inc. (a)		98,943		8,048
Gilead Sciences, Inc.		339,791		27,934
HCA Healthcare, Inc.		55,843		16,045
Hologic, Inc. (a)		66,505		5,720
Horizon Therapeutics PLC (a)		61,606		6,848
Humana, Inc.		34,051		18,064
ICON PLC (a)		22,245		4,286
IDEXX Laboratories, Inc. (a)		22,362		11,006
Illumina, Inc. (a)		43,049		8,849
Incyte Corp. (a)		60,142		4,475
Insulet Corp. (a)		18,733		5,958
Intuitive Surgical, Inc. (a)		94,514		28,469
IQVIA Holdings, Inc. (a)		50,097		9,430
Johnson & Johnson		709,573		116,157
Laboratory Corp. of America Holdings		24,031		5,448
McKesson Corp.		37,311		13,590
Medtronic PLC		362,425		32,963
Merck & Co., Inc.		690,803		79,767
Mettler-Toledo International, Inc. (a)		5,903		8,804
Moderna, Inc. (a)		91,067		12,102
Molina Healthcare, Inc. (a)		15,753		4,693
PerkinElmer, Inc.		34,416		4,491
Pfizer, Inc.		1,529,423		59,479
Quest Diagnostics, Inc.		30,028		4,168
Regeneron Pharmaceuticals, Inc. (a)		28,009		22,457
ResMed, Inc.		39,627		9,549
Royalty Pharma PLC Class A		101,427		3,565
Seagen, Inc. (a)		49,875		9,975
STERIS PLC		26,781		5,050
Stryker Corp.		95,992		28,764
The Cigna Group		79,319		20,091
The Cooper Cos., Inc.		13,332		5,085
Thermo Fisher Scientific, Inc.		105,016		58,273
UnitedHealth Group, Inc.		254,167		125,073
Veeva Systems, Inc. Class A (a)		38,012		6,807
Vertex Pharmaceuticals, Inc. (a)		70,048		23,867
Viatris, Inc.		326,088		3,042
Waters Corp. (a)		16,186		4,862
West Pharmaceutical Services, Inc.		20,199		7,297
Zimmer Biomet Holdings, Inc.		57,235		7,924
Zoetis, Inc.		126,256		22,193
				1,395,156

See notes to financial statements.

Victory Portfolios III
Victory 500 Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Industrials (8.6%):
3M Co.		149,991	$	15,932
AMETEK, Inc.		62,692		8,647
Automatic Data Processing, Inc.		111,767		24,589
Axon Enterprise, Inc. (a)		18,661		3,932
Booz Allen Hamilton Holding Corp.		35,320		3,381
Broadridge Financial Solutions, Inc.		31,746		4,616
Carlisle Cos., Inc.		13,797		2,978
Carrier Global Corp.		227,286		9,505
Caterpillar, Inc.		140,685		30,782
Cintas Corp.		23,535		10,727
Copart, Inc. (a)		116,797		9,233
CoStar Group, Inc. (a)		109,700		8,441
CSX Corp.		561,985		17,219
Cummins, Inc.		37,749		8,873
Deere & Co.		80,737		30,520
Delta Air Lines, Inc. (a)		174,714		5,994
Dover Corp.		37,686		5,508
Eaton Corp. PLC		108,440		18,123
Emerson Electric Co.		155,686		12,962
Equifax, Inc.		33,361		6,952
Expeditors International of Washington, Inc.		41,647		4,741
Fastenal Co.		155,531		8,374
FedEx Corp.		63,267		14,411
Fortive Corp.		96,152		6,066
General Dynamics Corp.		74,024		16,162
General Electric Co.		293,823		29,080
HEICO Corp.		11,438		1,929
HEICO Corp. Class A		20,139		2,703
Honeywell International, Inc.		182,044		36,380
Howmet Aerospace, Inc.		111,209		4,925
Hubbell, Inc.		14,604		3,933
IDEX Corp.		20,550		4,240
Illinois Tool Works, Inc.		83,120		20,110
Ingersoll Rand, Inc.		110,336		6,291
J.B. Hunt Transport Services, Inc.		22,321		3,913
Jacobs Solutions, Inc.		34,180		3,946
Johnson Controls International PLC		185,368		11,092
L3Harris Technologies, Inc.		51,878		10,124
Leidos Holdings, Inc.		35,072		3,271
Lockheed Martin Corp.		69,559		32,307
Nordson Corp.		13,860		2,998
Norfolk Southern Corp.		62,062		12,600
Northrop Grumman Corp.		41,701		19,235
Old Dominion Freight Line, Inc.		25,888		8,294
Otis Worldwide Corp.		113,037		9,642
PACCAR, Inc.		139,288		10,403
Parker-Hannifin Corp.		34,598		11,240
Paychex, Inc.		87,410		9,603
Paycom Software, Inc. (a)		13,970		4,057

See notes to financial statements.

Victory Portfolios III
Victory 500 Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Quanta Services, Inc.		38,843	$	6,589
Raytheon Technologies Corp.		399,147		39,875
Republic Services, Inc.		55,971		8,095
Rockwell Automation, Inc.		31,274		8,863
Rollins, Inc.		67,090		2,835
Snap-on, Inc.		14,182		3,679
Southwest Airlines Co.		161,921		4,905
SS&C Technologies Holdings, Inc.		59,714		3,496
Stanley Black & Decker, Inc.		41,276		3,564
Textron, Inc.		55,355		3,706
The Boeing Co. (a)		162,998		33,705
Trane Technologies PLC		62,415		11,597
TransDigm Group, Inc.		14,430		11,039
TransUnion		52,033		3,580
Uber Technologies, Inc. (a)		516,233		16,029
Union Pacific Corp.		166,713		32,626
United Airlines Holdings, Inc. (a)		88,230		3,865
United Parcel Service, Inc. Class B		198,850		35,755
United Rentals, Inc.		18,709		6,756
Verisk Analytics, Inc.		41,727		8,100
W.W. Grainger, Inc.		12,253		8,523
Waste Management, Inc.		106,758		17,727
Westinghouse Air Brake Technologies Corp.		49,057		4,791
Xylem, Inc.		49,113		5,100
				835,784
IT Services (1.3%):
Accenture PLC Class A		179,387		50,280
Cloudflare, Inc. Class A (a)		76,014		3,576
Cognizant Technology Solutions Corp. Class A		138,764		8,286
EPAM Systems, Inc. (a)		15,244		4,305
Gartner, Inc. (a)		19,387		5,864
International Business Machines Corp.		246,341		31,140
MongoDB, Inc. (a)		18,123		4,349
Snowflake, Inc. Class A (a)		75,357		11,159
VeriSign, Inc. (a)		28,290		6,275
				125,234
Materials (2.5%):
Air Products and Chemicals, Inc.		59,299		17,455
Albemarle Corp.		31,932		5,922
Avery Dennison Corp.		21,581		3,765
Ball Corp.		84,813		4,510
Celanese Corp.		29,555		3,140
CF Industries Holdings, Inc.		52,806		3,780
Corteva, Inc.		194,218		11,871
Dow, Inc.		192,054		10,448
DuPont de Nemours, Inc.		135,357		9,437
Ecolab, Inc.		68,980		11,578
FMC Corp.		33,747		4,170
Freeport-McMoRan, Inc.		382,016		14,482

See notes to financial statements.

Victory Portfolios III
Victory 500 Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
International Flavors & Fragrances, Inc.		69,468	$	6,736
International Paper Co.		94,431		3,127
Linde PLC		132,379		48,907
LyondellBasell Industries NV Class A		70,089		6,631
Martin Marietta Materials, Inc.		16,748		6,083
Newmont Corp.		216,265		10,251
Nucor Corp.		68,244		10,112
PPG Industries, Inc.		64,078		8,988
Reliance Steel & Aluminum Co.		15,857		3,929
Southern Copper Corp.		23,171		1,780
Steel Dynamics, Inc.		43,944		4,568
The Mosaic Co.		91,680		3,929
The Sherwin-Williams Co.		64,783		15,389
Vulcan Materials Co.		36,231		6,345
Westlake Corp.		9,035		1,028
				238,361
Real Estate (2.5%):
Alexandria Real Estate Equities, Inc.		46,688		5,798
American Tower Corp.		125,592		25,670
AvalonBay Communities, Inc.		38,123		6,876
CBRE Group, Inc. Class A (a)		83,590		6,408
Crown Castle, Inc.		116,810		14,378
Digital Realty Trust, Inc.		79,330		7,866
Equinix, Inc.		25,213		18,256
Equity LifeStyle Properties, Inc.		48,175		3,319
Equity Residential		100,910		6,383
Essex Property Trust, Inc.		17,467		3,838
Extra Space Storage, Inc.		35,759		5,437
Gaming and Leisure Properties, Inc.		67,908		3,531
Healthpeak Properties, Inc.		148,978		3,273
Invitation Homes, Inc.		166,587		5,559
Iron Mountain, Inc.		78,417		4,332
Kimco Realty Corp.		165,144		3,169
Mid-America Apartment Communities, Inc.		31,451		4,837
Prologis, Inc.		251,601		31,513
Public Storage		42,112		12,416
Realty Income Corp.		179,968		11,309
SBA Communications Corp.		29,123		7,598
Simon Property Group, Inc.		88,184		9,993
Sun Communities, Inc.		33,080		4,596
UDR, Inc.		88,789		3,670
Ventas, Inc.		107,894		5,184
VICI Properties, Inc.		273,465		9,281
Welltower, Inc.		133,683		10,590
Weyerhaeuser Co.		199,538		5,968
WP Carey, Inc.		56,813		4,216
				245,264

See notes to financial statements.

Victory Portfolios III
Victory 500 Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Semiconductors & Semiconductor Equipment (5.8%):
Advanced Micro Devices, Inc. (a)		434,915	$	38,868
Analog Devices, Inc.		137,826		24,792
Applied Materials, Inc.		229,708		25,964
Broadcom, Inc.		111,582		69,906
Enphase Energy, Inc. (a)		36,075		5,924
Entegris, Inc.		40,294		3,019
First Solar, Inc. (a)		27,303		4,985
GLOBALFOUNDRIES, Inc. (a) (b)		20,792		1,223
Intel Corp.		1,127,182		35,010
KLA Corp.		37,731		14,585
Lam Research Corp.		36,398		19,075
Marvell Technology, Inc.		232,466		9,178
Microchip Technology, Inc.		146,269		10,676
Micron Technology, Inc.		297,306		19,135
Monolithic Power Systems, Inc.		12,023		5,554
NVIDIA Corp.		643,450		178,551
ON Semiconductor Corp. (a)		116,519		8,385
QUALCOMM, Inc.		303,797		35,483
Skyworks Solutions, Inc.		43,315		4,587
Teradyne, Inc.		42,438		3,878
Texas Instruments, Inc.		246,908		41,283
				560,061
Software (10.0%):
Adobe, Inc. (a)		123,486		46,623
ANSYS, Inc. (a)		23,498		7,377
Aspen Technology, Inc. (a)		7,765		1,374
Atlassian Corp. Class A (a)		40,490		5,979
Autodesk, Inc. (a)		58,789		11,452
Cadence Design Systems, Inc. (a)		73,623		15,420
Crowdstrike Holdings, Inc. Class A (a)		57,690		6,926
Datadog, Inc. Class A (a)		70,024		4,718
DocuSign, Inc. (a)		54,238		2,682
Dynatrace, Inc. (a)		58,280		2,464
Fair Isaac Corp. (a)		6,648		4,839
Fortinet, Inc. (a)		193,701		12,213
Gen Digital, Inc.		158,467		2,800
HubSpot, Inc. (a)		12,785		5,382
Intuit, Inc.		74,246		32,962
Microsoft Corp.		1,987,602		610,711
Oracle Corp.		418,739		39,663
Palantir Technologies, Inc. Class A (a)		469,174		3,636
Palo Alto Networks, Inc. (a)		80,801		14,743
PTC, Inc. (a)		29,967		3,770
Roper Technologies, Inc.		28,895		13,141
Salesforce, Inc. (a)		264,290		52,427
ServiceNow, Inc. (a)		54,757		25,156
Splunk, Inc. (a)		40,588		3,500

See notes to financial statements.

Victory Portfolios III
Victory 500 Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Synopsys, Inc. (a)		41,113	$	15,266
Tyler Technologies, Inc. (a)		11,280		4,275
VMware, Inc. Class A (a)		57,957		7,246
Workday, Inc. Class A (a)		54,487		10,142
Zoom Video Communications, Inc. Class A (a)		58,899		3,618
Zscaler, Inc. (a)		23,183		2,089
				972,594
Technology Hardware, Storage & Peripherals (7.7%):
Apple, Inc.		4,310,903		731,474
Hewlett Packard Enterprise Co.		349,248		5,001
HP, Inc.		267,599		7,950
NetApp, Inc.		58,736		3,694
Seagate Technology Holdings PLC		55,697		3,273
Western Digital Corp. (a)		85,264		2,937
				754,329
Utilities (2.7%):
Alliant Energy Corp.		68,394		3,771
Ameren Corp.		70,679		6,288
American Electric Power Co., Inc.		140,010		12,940
American Water Works Co., Inc.		49,579		7,350
Atmos Energy Corp.		39,007		4,452
Avangrid, Inc.		18,961		763
CenterPoint Energy, Inc.		171,594		5,229
CMS Energy Corp.		78,565		4,891
Consolidated Edison, Inc.		96,737		9,526
Constellation Energy Corp.		89,131		6,899
Dominion Energy, Inc.		227,507		13,000
DTE Energy Co.		55,482		6,237
Duke Energy Corp.		209,819		20,747
Edison International		104,047		7,658
Entergy Corp.		57,598		6,196
Evergy, Inc.		61,915		3,846
Eversource Energy		94,949		7,369
Exelon Corp.		270,863		11,495
FirstEnergy Corp.		155,916		6,205
NextEra Energy, Inc.		536,105		41,082
PG&E Corp. (a)		476,587		8,154
PPL Corp.		200,718		5,765
Public Service Enterprise Group, Inc.		135,946		8,592
Sempra Energy		85,644		13,317
The AES Corp.		181,992		4,306
The Southern Co.		296,688		21,821
WEC Energy Group, Inc.		85,944		8,265
Xcel Energy, Inc.		149,105		10,424
				266,588
Total Common Stocks (Cost $3,330,593)				9,701,178

See notes to financial statements.

Victory Portfolios III
Victory 500 Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Collateral for Securities Loaned (0.1%)^
Goldman Sachs Financial Square Government Fund Institutional Shares, 4.77% (c)		2,166,474	$	2,166
HSBC U.S. Government Money Market Fund I Shares, 4.76% (c)		2,166,474		2,167
Invesco Government & Agency Portfolio Institutional Shares, 4.78% (c)		2,166,474		2,167
Morgan Stanley Institutional Liquidity Government Portfolio Institutional Shares, 4.77% (c)		2,166,474		2,166
Total Collateral for Securities Loaned (Cost $8,666)				8,666
Total Investments (Cost $3,339,259) — 99.7%				9,709,844
Other assets in excess of liabilities — 0.3%				25,958
NET ASSETS — 100.00%			$	9,735,802

^ Purchased with cash collateral from securities on loan.

(a) Non-income producing security.

(b) All or a portion of this security is on loan.

PLC — Public Limited Company

Futures Contracts Purchased

(Amounts not in thousands)

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation/ (Depreciation)
E-Mini S&P 500 Futures		139	6/16/23	$	27,444,001	$	29,110,075	$	1,666,074
Total unrealized appreciation								$	1,666,074
Total unrealized depreciation									—
Total net unrealized appreciation (depreciation)								$	1,666,074

See notes to financial statements.

Victory Portfolios III

Statement of Assets and Liabilities
April 30, 2023

(Amounts in Thousands, Except Per Share Amounts)

	Victory 500 Index Fund
Assets:
Investments, at value (Cost $3,339,259)	$	9,709,844	(a)
Cash		20,941
Deposit with broker for futures contracts		7,842
Receivables:
Interest and dividends		7,634
Capital shares issued		2,259
Variation margin on open futures contracts		241
From Adviser		502
Prepaid expenses		134
Total Assets		9,749,397
Liabilities:
Payables:
Collateral received on loaned securities		8,666
Capital shares redeemed		3,087
Accrued expenses and other payables:
Investment advisory fees		793
Administration fees		476
Custodian fees		66
Transfer agent fees		270
Compliance fees		8
Other accrued expenses		229
Total Liabilities		13,595
Net Assets:
Capital		3,392,197
Total accumulated earnings/(loss)		6,343,605
Net Assets	$	9,735,802
Net Assets
Member Shares	$	3,706,618
Reward Shares		6,029,184
Total	$	9,735,802
Shares (unlimited number of shares authorized with no par value):
Member Shares		69,704
Reward Shares		113,293
Total		182,997
Net asset value, offering and redemption price per share: (b)
Member Shares	$	53.18
Reward Shares		53.22

(a) Includes $8,329 thousand of securities on loan.

(b) Per share amount may not recalculate due to rounding of net assets and/or shares outstanding.

See notes to financial statements.

Victory Portfolios III

Statements of Operations

(Amounts in Thousands)

	Victory 500 Index Fund
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022
Investment Income:
Dividends	$	49,125		$	146,422
Interest		296			263
Securities lending (net of fees)		111			493
Total Income		49,532			147,178
Expenses:
Investment advisory fees		3,103			9,513
Administration fees — Member Shares		708			2,231
Administration fees — Reward Shares		1,154			3,476
Sub-Administration fees		9			25
Custodian fees		133			391
Transfer agent fees — Member Shares		772			2,392
Transfer agent fees — Reward Shares		319			479
Trustees' fees		16			56
Compliance fees		30			82
Legal and audit fees		39			79
State registration and filing fees		63			171
Other expenses		431			847
Total Expenses		6,777			19,742
Expenses waived/reimbursed by Adviser		(937	)		(2,034	)
Net Expenses		5,840			17,708
Net Investment Income (Loss)		43,692			129,470
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		(17,633	)		47,500
Net realized gains (losses) from futures contracts		183			(7,833	)
Net change in unrealized appreciation/depreciation on investment securities		793,417			(2,311,427	)
Net change in unrealized appreciation/depreciation on futures contracts		1,929			(1,292	)
Net realized/unrealized gains (losses) on investments		777,896			(2,273,052	)
Change in net assets resulting from operations	$	821,588		$	(2,143,582	)

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

See notes to financial statements.

Victory Portfolios III

Statements of Changes in Net Assets

(Amounts in Thousands)

	Victory 500 Index Fund
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021
From Investments:
Operations:
Net Investment Income (Loss)	$	43,692		$	129,470		$	113,874
Net realized gains (losses)		(17,450	)		39,667			466,012
Net change in unrealized appreciation/ depreciation		795,346			(2,312,719	)		1,845,265
Change in net assets resulting from operations		821,588			(2,143,582	)		2,425,151
Distributions to Shareholders:
Member Shares		(10,566	)		(95,207	)		(214,272	)
Reward Shares		(18,544	)		(155,895	)		(320,176	)
Change in net assets resulting from distributions to shareholders		(29,110	)		(251,102	)		(534,448	)
Change in net assets resulting from capital transactions		39,191			250,500			149,584
Change in net assets		831,669			(2,144,184	)		2,040,287
Net Assets:
Beginning of period		8,904,133			11,048,317			9,008,030
End of period	$	9,735,802		$	8,904,133		$	11,048,317
Capital Transactions:
Member Shares
Proceeds from shares issued	$	123,060		$	381,036		$	613,301
Distributions reinvested		10,491			94,556			212,842
Cost of shares redeemed		(152,714	)		(520,566	)		(1,218,360	)
Total Member Shares	$	(19,163	)	$	(44,974	)	$	(392,217	)
Reward Shares
Proceeds from shares issued	$	216,963		$	606,186		$	835,906
Distributions reinvested		17,694			149,076			306,440
Cost of shares redeemed		(176,303	)		(459,788	)		(600,545	)
Total Reward Shares	$	58,354		$	295,474		$	541,801
Change in net assets resulting from capital transactions	$	39,191		$	250,500		$	149,584
Share Transactions:
Member Shares
Issued		2,394			7,031			10,815
Reinvested		205			1,848			3,522
Redeemed		(2,980	)		(9,664	)		(21,347	)
Total Member Shares		(381	)		(785	)		(7,010	)
Reward Shares
Issued		4,260			11,230			14,458
Reinvested		346			2,912			5,064
Redeemed		(3,429	)		(8,628	)		(10,476	)
Total Reward Shares		1,177			5,514			9,046
Change in Shares		796			4,729			2,036

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

See notes to financial statements.

Victory Portfolios III

Financial Highlights

For a Share Outstanding Throughout Each Period

	Victory 500 Index Fund
	Member Shares
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Net Asset Value, Beginning of Period	$	48.85		$	62.23		$	51.33		$	43.93		$	35.22		$	38.00
Investment Activities:
Net investment income (loss)		0.23	(b)		0.69	(b)		0.63	(b)		0.65	(b)		0.71	(b)		0.68
Net realized and unrealized gains (losses)		4.25			(12.70	)		13.37			8.48			10.19			(2.40	)
Total from Investment Activities		4.48			(12.01	)		14.00			9.13			10.90			(1.72	)
Distributions to Shareholders from:
Net investment income		(0.15	)		(0.70	)		(0.63	)		(0.66	)		(0.72	)		(0.66	)
Net realized gains		—			(0.67	)		(2.47	)		(1.07	)		(1.47	)		(0.40	)
Total Distributions		(0.15	)		(1.37	)		(3.10	)		(1.73	)		(2.19	)		(1.06	)
Net Asset Value, End of Period	$	53.18		$	48.85		$	62.23		$	51.33		$	43.93		$	35.22
Total Return (c) (d)		9.19	%		(19.38	)%		27.50	%		21.22	%		31.19	%		(4.65	)%
Ratios to Average Net Assets:
Net Expenses (e) (f) (g)		0.25	%		0.24	%		0.24	%		0.25	%		0.25	%		0.25	%
Net Investment Income (Loss) (e)		1.35	%		1.30	%		1.09	%		1.47	%		1.73	%		1.75	%
Gross Expenses (e) (f)		0.25	%		0.24	%		0.24	%		0.25	%		0.26	%		0.26	%
Supplemental Data:
Net Assets at end of period (000's)	$	3,706,618		$	3,423,615		$	4,410,258		$	3,997,663		$	3,603,465		$	2,957,995
Portfolio Turnover (c) (h)		4	%		7	%		8	%		5	%		13	%		4	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(e) Annualized for periods less than one year.

(f) Does not include acquired fund fees and expenses, if any.

(h) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Victory 500 Index Fund
	Reward Shares
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Net Asset Value, Beginning of Period	$	48.88		$	62.27		$	51.36		$	43.95		$	35.24		$	38.01
Investment Activities:
Net investment income (loss)		0.24	(b)		0.74	(b)		0.68	(b)		0.70	(b)		0.75	(b)		0.71
Net realized and unrealized gains (losses)		4.26			(12.71	)		13.38			8.49			10.19			(2.38	)
Total from Investment Activities		4.50			(11.97	)		14.06			9.19			10.94			(1.67	)
Distributions to Shareholders from:
Net investment income		(0.16	)		(0.75	)		(0.68	)		(0.71	)		(0.76	)		(0.70	)
Net realized gains		—			(0.67	)		(2.47	)		(1.07	)		(1.47	)		(0.40	)
Total Distributions		(0.16	)		(1.42	)		(3.15	)		(1.78	)		(2.23	)		(1.10	)
Net Asset Value, End of Period	$	53.22		$	48.88		$	62.27		$	51.36		$	43.95		$	35.24
Total Return (c) (d)		9.23	%		(19.31	)%		27.62	%		21.35	%		31.29	%		(4.53	)%
Ratios to Average Net Assets:
Net Expenses (e) (f) (g)		0.15	%		0.15	%		0.15	%		0.15	%		0.15	%		0.15	%
Net Investment Income (Loss) (e)		1.44	%		1.40	%		1.17	%		1.58	%		1.83	%		1.85	%
Gross Expenses (e) (f)		0.20	%		0.19	%		0.18	%		0.18	%		0.18	%		0.18	%
Supplemental Data:
Net Assets at end of period (000's)	$	6,029,184		$	5,480,518		$	6,638,059		$	5,010,367		$	4,546,094		$	3,606,745
Portfolio Turnover (c) (h)		4	%		7	%		8	%		5	%		13	%		4	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(e) Annualized for periods less than one year.

(f) Does not include acquired fund fees and expenses, if any.

(h) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

See notes to financial statements.

Victory Portfolios III

Notes to Financial Statements
April 30, 2023

1. Organization:

The accompanying financial statements are those of the Victory 500 Index Fund (formerly USAA 500 Index Fund) (the "Fund"). The Fund offers two classes of shares: Member Shares and Reward Shares. The Fund is classified as diversified under the 1940 Act.

2. Significant Accounting Policies:

Investment Valuation:

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:

• Level 1 — quoted prices (unadjusted) in active markets for identical securities

• Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, or credit spreads, applicable to those securities, etc.)

• Level 3 — significant unobservable inputs (including the Adviser's assumptions in determining the fair value of investments)

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Portfolio securities listed or traded on securities exchanges, including Exchange-Traded Funds ("ETFs"), are valued at the closing price on the exchange or system where the security is principally traded, if available, or at the Nasdaq Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.

Investments in open-end investment companies, other than ETFs, are valued at their net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.

	Level 1		Level 2		Level 3		Total
Common Stocks	$	9,701,178	$	—	$	—	$	9,701,178
Collateral for Securities Loaned		8,666		—		—		8,666
Total	$	9,709,844	$	—	$	—	$	9,709,844
Other Financial Investments*
Assets:
Futures Contracts	$	1,666	$	—	$	—	$	1,666
Total	$	1,666	$	—	$	—	$	1,666

* Futures contracts are valued at the unrealized appreciation (depreciation) on the investment.

As of April 30, 2023, there were no transfers into/out of Level 3.

Real Estate Investment Trusts ("REITs"):

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Investment Companies:

Open-End Funds:

Derivative Instruments:

Futures Contracts:

Summary of Derivative Instruments:

The following table summarizes the fair values of derivative instruments on the Statement of Assets and Liabilities, categorized by risk exposure, as of April 30, 2023 (amounts in thousands):

	Assets
	Variation Margin Receivable on Open Futures Contracts*
Equity Risk Exposure	$	1,666

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

The following table presents the effect of derivative instruments on the Statements of Operations, categorized by risk exposure, for the four months ended April 30, 2023 (amounts in thousands):

	Net Realized Gains (Losses) on Derivatives Recognized as a Result of Operations		Net Change in Unrealized Appreciation/Depreciation on Derivatives Recognized as a Result of Operations
	Net Realized Gains (Losses) from Futures Contracts		Net Change in Unrealized Appreciation/Depreciation on Futures Contracts
Equity Risk Exposure	$	183	$	1,929

The following table presents the effect of derivative instruments on the Statements of Operations, categorized by risk exposure, for the year ended December 31, 2022 (amounts in thousands):

	Net Realized Gains (Losses) on Derivatives Recognized as a Result of Operations			Net Change in Unrealized Appreciation/Depreciation on Derivatives Recognized as a Result of Operations
	Net Realized Gains (Losses) from Futures Contracts			Net Change in Unrealized Appreciation/Depreciation on Futures Contracts
Equity Risk Exposure	$	(7,833	)	$	(1,292	)

Investment Transactions and Related Income:

Securities Lending:

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower.

The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or repledged, except to satisfy borrower default.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of April 30, 2023.

Value of Securities on Loan				Non-Cash Collateral				Cash Collateral
$	8,329			$	—			$	8,666

Federal Income Taxes:

The Fund intends to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund had a tax year end of December 31, and effective April 30, 2023, the Fund changed its tax year end to April 30.

Allocations:

Income, expenses (other than class-specific expenses such as transfer agent fees, state registration fees, printing fees, and 12b-1 fees), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets on the date income is earned or expenses and realized and unrealized gains and losses are incurred.

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the four months ended April 30, 2023, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities
Purchases		Sales
$	430,875	$	368,555

4. Affiliated Fund Ownership:

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

and semi-annual reports may be viewed at vcm.com. As of April 30, 2023, certain fund-of-funds owned total outstanding shares of the fund as follows:

Affiliated Victory Portfolios III Mutual Funds	Ownership %
Victory Cornerstone Conservative Fund		0.1
Victory Cornerstone Equity Fund		0.4
Victory Target Retirement Income Fund		0.2
Victory Target Retirement 2030 Fund		0.7
Victory Target Retirement 2040 Fund		1.1
Victory Target Retirement 2050 Fund		0.8
Victory Target Retirement 2060 Fund		0.1

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC.

Administration and Servicing Fees:

VCM also serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.06% and 0.06%, which is based on the Fund's average daily net assets of the Member Shares and Reward Shares, respectively. Amounts incurred for the four months ended April 30, 2023, and the year ended December 31, 2022, are reflected on the Statements of Operations as Administration fees.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser, provides transfer agency services to the Fund. VCTA provides transfer agent services to the Member Shares and Reward Shares based on an annual charge of $20 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Amounts incurred and paid to VCTA for the four months ended April 30, 2023, and the year ended December 31, 2022, are reflected on the Statements of Operations as Transfer agent fees.

Distributor/Underwriting Services:

Other Fees:

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least August 31, 2024. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limits for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of April 30, 2023, the expense limits (excluding voluntary waivers) were 0.25% and 0.15% for Member Shares and Reward Shares, respectively.

Expires 2023				Expires 2024				Expires 2025				Expires 2026				Total
$	967			$	1,849			$	2,034			$	937			$	5,787

As of December 31, 2022, the following amounts were available to be repaid to the Adviser (amounts in thousands).

Expires 2023				Expires 2024				Expires 2025				Total
$	1,427			$	1,849			$	2,034			$	5,310

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

6. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, terrorism, trade disputes, inflation rates, interest rate levels and other fiscal and monetary policy changes, cybersecurity incidents, pandemics and other public health crises, sanctions against a particular foreign country, its nationals, businesses or industries and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, or other catastrophes, may add to instability in global economies and markets generally, and may lead to increased market volatility. Global economies and financial markets are highly interconnected, which increases the possibility that conditions in one country or region might adversely affect issuers in another country or region. The impact of these and other factors may be short-term or may last for extended periods.

Large-Capitalization Stock Risk — The Fund invests in large-capitalization companies. Such investments may go in and out of favor based on market and economic conditions and may underperform other market segments. Some large-capitalization companies may be unable to respond quickly to new competitive challenges and attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion. As such, returns on investments in stocks of large-capitalization companies could trail the returns on investments in stocks of small- and mid-capitalization companies.

7. Borrowing and Interfund Lending:

Line of Credit:

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the four months ended April 30, 2023, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from January 1, 2022, through June 27, 2022, interest was based on the one-month London Interbank Offered Rate ("LIBOR") plus one percent. For the period June 28, 2022, through April 30, 2023, interest was based on the one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent. The Fund did not experience a material financial impact transitioning from LIBOR to SOFR. Effective with the next amendment on June 27, 2023, the annual commitment fee of 0.15% will remain unchanged. Interest charged to the Fund during the period, if applicable, is reflected on the Statements of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the four months ended April 30, 2023, and the year ended December 31, 2022.

Interfund Lending:

The Trust and the Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other fund in the Victory Funds Complex that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending.

The Fund did not utilize or participate in the Facility during the four months ended April 30, 2023, and the year ended December 31, 2022.

8. Federal Income Tax Information:

The Fund intends to distribute any net investment income quarterly. Distributable net realized gains, if any, are declared and paid at least annually.

The amounts of dividends from net investment income and distributions from net realized gains (collectively, distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

As of April 30, 2023, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Four Months Ended April 30, 2023
Distributions Paid From
Ordinary Income		Total Distributions Paid
$	29,110	$	29,110

Year Ended December 31, 2022								Year Ended December 31, 2021
Distributions Paid From								Distributions Paid From
Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Total Distributions Paid		Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Total Distributions Paid
$	133,177	$	117,925	$	251,102	$	251,102	$	129,496	$	404,952	$	534,448	$	534,448

As of April 30, 2023, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed Ordinary Income				Undistributed Long-Term Capital Gains				Accumulated Earnings				Accumulated Capital and Other Losses				Unrealized Appreciation (Depreciation)*				Total Accumulated Earnings (Loss)
$	14,493			$	1,733			$	16,226			$	(18,015	)		$	6,345,394			$	6,343,605

* The difference between the book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to tax deferral of losses on wash sales, REIT adjustments, and derivatives.

Short-Term Amount				Long-Term Amount				Total
$	15,033			$	2,982			$	18,015

Cost of Investments for Federal Tax Purposes				Gross Unrealized Appreciation				Gross Unrealized Depreciation				Net Unrealized Appreciation (Depreciation)
$	3,364,450			$	6,512,926			$	(167,532	)		$	6,345,394

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of Victory 500 Index Fund (Formerly USAA 500 Index Fund)

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Victory 500 Index Fund (formerly USAA 500 Index Fund) (the "Fund") (one of the funds constituting Victory Portfolios III (formerly USAA Mutual Funds Trust) (the "Trust")), including the schedule of portfolio investments as of April 30, 2023, and the related statements of operations for the period from January 1, 2023 through April 30, 2023 and the year ended December 31, 2022, the statements of changes in net assets for the period from January 1, 2023 through April 30, 2023 and each of the two years in the period ended December 31, 2022, the financial highlights for the period from January 1, 2023 through April 30, 2023 and each of the five years in the period ended December 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting Victory Portfolios III) at April 30, 2023, the results of its operations for the period from January 1, 2023 through April 30, 2023 and the year ended December 31, 2022, the changes in its net assets for the period from January 1, 2023 through April 30, 2023 and each of the two years in the period ended December 31, 2022, and its financial highlights for the period from January 1, 2023 through April 30, 2023 and each of the five years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2023, by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
June 28, 2023

Victory Portfolios III

Supplemental Information
April 30, 2023

(Unaudited)

Trustee and Officer Information

Board of Trustees:

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Independent Trustees

Jefferson C. Boyce
(September 1957)

Independent Chair

Trustee since September 2013, Independent Chair since January 2021

Retired.

Westhab, Inc., New York Theological Seminary, American Filtration Corp.

Dawn M. Hawley
(February 1954)

Trustee

Trustee since April 2014

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Daniel S. McNamara
(June 1966)

Trustee

Trustee since January 2012

None

Paul L. McNamara
(July 1948)

Trustee

Trustee since January 2012

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Richard Y. Newton, III (January 1956)

Trustee

Trustee since March 2017

Terran Orbital Corp., American Made Filtration Corp.

Barbara B. Ostdiek, Ph.D.
(March 1964)

Trustee

Trustee since January 2008

None

John C. Walters
(February 1962)

Trustee

Trustee since July 2019

Retired.

Guardian Variable Products Trust (16 series)

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Fund

Term of
Office and
Length of
Time Served

Principal Occupation(s) Held
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Interested Trustee

David C. Brown
(May 1972)

Trustee

Trustee since July 2019

45 portfolios within the Trust; 40 portfolios within the Victory Portfolios, 25 series within the Victory Portfolios II, and 6 series within the Victory Variable Insurance Funds

None

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Officers of the Trust

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

James K. De Vries
(April 1969)

President

March 2018*

Scott Stahorsky
(July 1969)

Vice President

July 2019

Thomas Dusenberry
(July 1977)

Secretary

June 2022

Allan Shaer,
(March 1965)

Treasurer

July 2019*

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

Christopher Ponte,
(March 1984)

Assistant Treasurer

May 2023

Carol D. Trevino
(October 1965)

Assistant Treasurer

September 2018

Charles Booth
(April 1960)

Anti-Money Laundering Compliance Officer and Identity Theft Officer

July 2019

Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (2007-present).

Sean Fox
(September 1976)

Chief Compliance Officer

June 2022

* Effective May 1, 2023, Mr. De Vries resigned as Treasurer and accepted the position of President, and Mr. Shaer resigned as Assistant Treasurer and accepted the position of Treasurer.

Effective May 1, 2023, Christopher Dyer resigned as the President of the Trust.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent 12 months ended June 30 is available on the SEC's website at sec.gov.

Availability of Schedules of Portfolio Investments:

Expense Examples

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including account maintenance fees, and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from November 1, 2022, through April 30, 2023.

Actual expenses in the table below do not reflect the effect of the annual $10.00 account maintenance fee that is assessed on Member Share accounts with balances of less than $10,000, at a rate of $2.50 per quarter. To include the effect of this fee on the expenses that you paid, add $5.00 ($2.50 for two quarters) to your calculated estimated expenses. If you are currently assessed this fee, your ending account value reflects the quarterly deduction from your account.)

	Beginning Account Value 11/1/22		Actual Ending Account Value 4/30/23		Hypothetical Ending Account Value 4/30/23		Actual Expenses Paid During Period 11/1/22- 4/30/23*		Hypothetical Expenses Paid During Period 11/1/22- 4/30/23*		Annualized Expense Ratio During Period 11/1/22- 4/30/23
Member Shares	$	1,000.00	$	1,081.90	$	1,023.55	$	1.29	$	1.25		0.25	%
Reward Shares		1,000.00		1,082.40		1,024.05		0.77		0.75		0.15	%

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Additional Federal Income Tax Information

With respect to distributions paid, the Fund designates the following amounts (or, if subsequently determined to be different, the maximum amount allowable) for the fiscal four months ended April 30, 2023 (amounts in thousands):

Dividends Received Deduction (corporate shareholders)				Qualified Dividend Income (non-corporate shareholders)
	100	%			100	%

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

Victory 500 Index Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of Victory Portfolios III Trust (the "Trust") held on December 8-9, 2022, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 8-9, 2022 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 21, 2022.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

Advisory Agreement

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management program, (iv) derivatives risk management program, and (v) cybersecurity programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's net management fee rate — which includes advisory and administrative services as well as any fee waivers and reimbursements — was above the medians of its expense group and expense universe for Member Shares and below the medians of its expense group and expense universe for Reward Shares. The data indicated that the Fund's total expenses, including after any reimbursements, were below the medians of its expense group and its expense universe for Member Shares and Reward Shares. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund. The Board also noted the high level of correlation between the Fund and the S&P 500 Index and the relatively low tracking error between the Fund and the S&P 500 Index, and noted that it reviews such information on a periodic basis.

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the performance of the Fund's Member Shares and Reward Shares was below the average of its performance universe and its Lipper index for the one-year period ended June 30, 2022, and was above the average of its performance universe and its Lipper index for the three-, five- and ten-year periods ended June 30, 2022. The Board took into account management's discussion of the Fund's performance, including the reasons for the Fund's recent underperformance.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees noted that the Adviser reimbursed or waived a portion of its management fees to the Fund. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board took into account management's discussion of the Fund's current advisory fee structure. The Board also considered the effect of the change in size, if any, of each of the Fund's classes on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than expenses. The Board determined that the current investment management fee structure was reasonable.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Liquidity Risk Management Program:

The Victory Portfolio III Funds (the "Trust") have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage the Fund's liquidity risk, taking into consideration the Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short- and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The Trust's Board of Trustees approved the appointment of the Fund's investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.

At a meeting held on March 10, 2023, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-RN (prior to August 2022, Form N-LIQUID) and recommended no material changes to the LRMP.

Privacy Policy

Protecting the Privacy of Information

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic, and procedural safeguards to guard your personal information.*

P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our website at:				Call
vcm.com				(800) 235-8396

29237-0723

April 30, 2023

Annual Report

Victory Nasdaq-100 Index Fund

(Formerly USAA^® Nasdaq-100 Index Fund)

vcm.com

News, Information And Education 24 Hours A Day, 7 Days A Week

• Detailed performance records

• Daily share prices

• The latest fund news

• Investment resources to help you become a better investor

• A section dedicated to investment professionals

Victory Portfolios III

TABLE OF CONTENTS

Shareholder Letter (Unaudited)					2
Manager's Commentary (Unaudited)					4
Investment Overview (Unaudited)					5
Investment Objective & Portfolio Holdings (Unaudited)					6
Schedule of Portfolio Investments					7
Financial Statements
Statement of Assets and Liabilities					11
Statements of Operations					12
Statements of Changes in Net Assets					13
Financial Highlights					16
Notes to Financial Statements					21
Report of Independent Registered Public Accounting Firm					32
Supplemental Information (Unaudited)					33
Trustee and Officer Information					33
Proxy Voting and Portfolio Holdings Information					39
Expense Examples					39
Advisory Contract Approval					40
Liquidity Risk Management Program					43
Privacy Policy (inside back cover)

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

For more specific information, please consult your tax adviser.

• NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE

(Unaudited)

Dear Shareholder,

From all of us here at Victory Capital, thank you for your ongoing confidence and for letting us help you work toward your investment goals.

James De Vries

President,
Victory Funds

Victory Nasdaq-100 Index Fund

Manager's Commentary
(Unaudited)

• What were the market conditions over the reporting period?

A large, specialty bank that catered to venture capital–backed startups faced a bank run as investors suddenly questioned if the bank had mismanaged its risk during the rising-rate cycle and whether it had adequate liquid assets in these tighter monetary conditions. This crisis of confidence spread across the entire regional banking sector (and also to another globally significant bank), and stocks sold off sharply in early March. Fortunately, with some Fed intervention, financial markets regained their footing and the turmoil was relatively short-lived. The quarter ended on an upbeat note with stock markets rallying and less volatility in the credit markets.

• How did the Victory Nasdaq-100 Index Fund (the "Fund") perform during the reporting period?

The Fund has five share classes: Fund Shares, Institutional Shares, Class A, Class C, and Class R6. The Fund's fiscal year-end changed this year to April 30 from December 31, resulting in a shorter reporting period for fiscal year ended 2023. For the four-month reporting period ended April 30, 2023, the Fund closely tracked its benchmark, the broad-based Nasdaq-100 Index (the "Index"). The Fund Shares, Institutional Shares, Class A, Class C, and Class R6 had total returns (at net asset value) of 21.20%, 21.26%, 21.14%, 20.86%, and 21.27%, respectively. This compares to the total return of 21.40% for the Index. The Index represents 100 of the largest nonfinancial companies listed on The Nasdaq Stock Market^® and is not available for direct investment.

• Please describe sector performance during the reporting period.

During the reporting period, the Fund had an absolute positive return. The three largest sectors, information technology, communication services, and consumer discretionary, which account for 80% of the Fund, were positive. The Fund had a small allocation to derivatives during the period that did not have a material impact on performance.

Thank you for allowing us to assist you with your investment needs.

Victory Nasdaq-100 Index Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended April 30, 2023

Fund
Shares

Institutional
Shares

Class A

Class C

Class R6

INCEPTION DATE

10/27/00

6/29/20

3/1/17

Net Asset
Value

Maximum
Offering
Price

Net Asset
Value

Contingent
Deferred
Charges

Net Asset
Value

Nasdaq-100
Index¹

Russell 1000^®
Growth
Index²

One Year

3.50

3.53

3.23

0.91

2.49

1.50

3.62

3.99

2.34

Five Year

15.48

N/A

15.62

15.98

13.80

Ten Year

17.13

N/A

17.72

14.46

Since Inception

N/A

10.95

10.66

9.78

9.84

16.38

N/A

Victory Nasdaq-100 Index Fund — Growth of $10,000

¹The Nasdaq-100 Index is an unmanaged index composed of 100 of the largest nonfinancial domestic and international companies listed on The Nasdaq Stock Market based on market capitalization. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²The Russell 1000^® Growth Index is an unmanaged index that measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Victory Portfolios III
Victory Nasdaq-100 Index Fund

April 30, 2023

(Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to match, before fees and expenses, the performance of the stocks composing the Nasdaq-100 Index. The Nasdaq-100 Index represents 100 of the largest nonfinancial stocks traded on The Nasdaq Stock Market^®.

Sector Allocation*:

April 30, 2023

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Victory Portfolios III
Victory Nasdaq-100 Index Fund

Schedule of Portfolio Investments
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (99.6%)
Communication Services (16.9%):
Activision Blizzard, Inc. (a)		259,363	$	20,155
Alphabet, Inc. Class A (a)		1,547,487		166,107
Alphabet, Inc. Class C (a)		1,521,346		164,640
Charter Communications, Inc. Class A (a)		50,482		18,613
Comcast Corp. Class A		1,391,145		57,552
Electronic Arts, Inc.		90,688		11,543
Meta Platforms, Inc. Class A (a)		736,070		176,892
Netflix, Inc. (a)		147,278		48,592
Sirius XM Holdings, Inc. (b)		1,286,606		4,889
T-Mobile U.S., Inc. (a)		403,255		58,028
Warner Bros Discovery, Inc. (a)		803,622		10,937
				737,948
Communications Equipment (1.5%):
Cisco Systems, Inc.		1,354,507		64,000
Consumer Discretionary (14.2%):
Airbnb, Inc. Class A (a)		135,234		16,183
Amazon.com, Inc. (a)		2,612,203		275,457
Booking Holdings, Inc. (a)		12,450		33,445
eBay, Inc.		177,549		8,244
JD.com, Inc., ADR		152,429		5,445
Lucid Group, Inc. (a) (b)		605,338		4,806
Lululemon Athletica, Inc. (a)		40,478		15,379
Marriott International, Inc. Class A		101,897		17,255
MercadoLibre, Inc. (a)		16,620		21,232
O'Reilly Automotive, Inc. (a)		20,449		18,758
PDD Holdings, Inc., ADR (a)		196,822		13,413
Rivian Automotive, Inc. Class A (a)		304,005		3,897
Ross Stores, Inc.		113,885		12,155
Starbucks Corp.		380,079		43,439
Tesla, Inc. (a)		806,584		132,530
				621,638
Consumer Staples (6.1%):
Costco Wholesale Corp.		146,743		73,844
Dollar Tree, Inc. (a)		73,147		11,244
Keurig Dr Pepper, Inc.		465,118		15,209
Mondelez International, Inc. Class A		450,852		34,589
Monster Beverage Corp. (a)		345,086		19,325
PepsiCo, Inc.		455,463		86,943
The Kraft Heinz Co.		405,114		15,909
Walgreens Boots Alliance, Inc.		285,234		10,055
				267,118
Energy (0.4%):
Baker Hughes Co.		334,414		9,778
Diamondback Energy, Inc.		60,714		8,634
				18,412

See notes to financial statements.

Victory Portfolios III
Victory Nasdaq-100 Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Financials (1.2%):
Fiserv, Inc. (a)		207,724	$	25,367
PayPal Holdings, Inc. (a)		374,150		28,436
				53,803
Health Care (6.3%):
Align Technology, Inc. (a)		25,335		8,241
Amgen, Inc.		176,588		42,335
AstraZeneca PLC, ADR		199,371		14,598
Biogen, Inc. (a)		47,782		14,537
Dexcom, Inc. (a)		127,789		15,506
Gilead Sciences, Inc.		412,423		33,905
IDEXX Laboratories, Inc. (a)		27,417		13,494
Illumina, Inc. (a)		52,251		10,741
Intuitive Surgical, Inc. (a)		115,875		34,904
Moderna, Inc. (a)		127,764		16,979
Regeneron Pharmaceuticals, Inc. (a)		35,553		28,506
Seagen, Inc. (a)		61,772		12,354
Vertex Pharmaceuticals, Inc. (a)		85,021		28,969
				275,069
Industrials (4.4%):
Automatic Data Processing, Inc.		137,028		30,146
Cintas Corp.		33,606		15,317
Copart, Inc. (a)		157,611		12,459
CoStar Group, Inc. (a)		134,521		10,351
CSX Corp.		682,113		20,900
Fastenal Co.		188,819		10,166
Honeywell International, Inc.		220,957		44,156
Old Dominion Freight Line, Inc.		36,386		11,658
PACCAR, Inc.		172,798		12,906
Paychex, Inc.		119,208		13,096
Verisk Analytics, Inc.		51,159		9,931
				191,086
IT Services (0.2%):
Cognizant Technology Solutions Corp. Class A		168,426		10,057
Semiconductors & Semiconductor Equipment (15.9%):
Advanced Micro Devices, Inc. (a)		532,893		47,625
Analog Devices, Inc.		167,288		30,092
Applied Materials, Inc.		279,484		31,590
ASML Holding NV, NYS		29,056		18,505
Broadcom, Inc.		137,878		86,381
Enphase Energy, Inc. (a)		45,140		7,412
GLOBALFOUNDRIES Inc. (a) (b)		180,258		10,599
Intel Corp.		1,368,124		42,494
KLA Corp.		45,796		17,702
Lam Research Corp.		44,624		23,386
Marvell Technology, Inc.		282,157		11,139
Microchip Technology, Inc.		181,159		13,223
Micron Technology, Inc.		360,857		23,225

See notes to financial statements.

Victory Portfolios III
Victory Nasdaq-100 Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
NVIDIA Corp.		816,840	$	226,665
NXP Semiconductors NV		85,697		14,032
QUALCOMM, Inc.		368,735		43,068
Texas Instruments, Inc.		299,686		50,107
				697,245
Software (18.7%):
Adobe, Inc. (a)		151,396		57,161
ANSYS, Inc. (a)		28,800		9,041
Atlassian Corp. Class A (a)		49,641		7,330
Autodesk, Inc. (a)		71,355		13,899
Cadence Design Systems, Inc. (a)		90,262		18,905
Crowdstrike Holdings, Inc. Class A (a)		72,187		8,666
Datadog, Inc. Class A (a)		97,245		6,552
Fortinet, Inc. (a)		259,294		16,349
Intuit, Inc.		92,778		41,189
Microsoft Corp.		1,889,669		580,620
Palo Alto Networks, Inc. (a)		100,074		18,260
Synopsys, Inc. (a)		50,367		18,702
Workday, Inc. Class A (a)		67,464		12,558
Zoom Video Communications, Inc. Class A (a)		81,238		4,990
Zscaler, Inc. (a)		47,692		4,297
				818,519
Technology Hardware, Storage & Peripherals (12.6%):
Apple, Inc.		3,243,976		550,438
Utilities (1.2%):
American Electric Power Co., Inc.		170,117		15,722
Constellation Energy Corp.		108,184		8,373
Exelon Corp.		328,762		13,953
Xcel Energy, Inc.		181,837		12,712
				50,760
Total Common Stocks (Cost $1,960,701)				4,356,093
Collateral for Securities Loaned (0.3%)^
Goldman Sachs Financial Square Government Fund Institutional Shares, 4.77% (c)		3,549,512		3,550
HSBC U.S. Government Money Market Fund I Shares, 4.76% (c)		3,549,512		3,549
Invesco Government & Agency Portfolio Institutional Shares, 4.78% (c)		3,549,512		3,549
Morgan Stanley Institutional Liquidity Government Portfolio Institutional Shares, 4.77% (c)		3,549,512		3,550
Total Collateral for Securities Loaned (Cost $14,198)				14,198
Total Investments (Cost $1,974,899) — 99.9%				4,370,291
Other assets in excess of liabilities — 0.1%				2,634
NET ASSETS - 100.00%			$	4,372,925

^ Purchased with cash collateral from securities on loan.

(a) Non-income producing security.

See notes to financial statements.

Victory Portfolios III
Victory Nasdaq-100 Index Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(b) All or a portion of this security is on loan.

ADR — American Depositary Receipt

NYS — New York Registered Shares

PLC — Public Limited Company

Futures Contracts Purchased

(Amounts not in thousands)

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation/ (Depreciation)
NASDAQ 100 E-Mini Futures		65	6/16/23	$	15,712,532	$	17,316,325	$	1,603,793
Total unrealized appreciation								$	1,603,793
Total unrealized depreciation									—
Total net unrealized appreciation (depreciation)								$	1,603,793

See notes to financial statements.

Victory Portfolios III

Statement of Assets and Liabilities
April 30, 2023

(Amounts in Thousands, Except Per Share Amounts)

	Victory Nasdaq-100 Index Fund
Assets:
Investments, at value (Cost $1,974,899)	$	4,370,291	(a)
Cash		12,269
Deposit with broker for futures contracts		4,810
Receivables:
Interest and dividends		237
Capital shares issued		2,042
Variation margin on open futures contracts		117
From Adviser		8
Prepaid expenses		60
Total Assets		4,389,834
Liabilities:
Payables:
Collateral received on loaned securities		14,198
Capital shares redeemed		1,187
Accrued expenses and other payables:
Investment advisory fees		708
Administration fees		491
Custodian fees		27
Transfer agent fees		281
Compliance fees		4
12b-1 fees		4
Other accrued expenses		9
Total Liabilities		16,909
Net Assets:
Capital		2,080,538
Total accumulated earnings/(loss)		2,292,387
Net Assets	$	4,372,925
Net Assets
Fund Shares	$	3,520,754
Institutional Shares		663,439
Class A		23,980
Class C		5,385
Class R6		159,367
Total	$	4,372,925
Shares (unlimited number of shares authorized with no par value):
Fund Shares		103,847
Institutional Shares		19,549
Class A		709
Class C		162
Class R6		4,698
Total		128,965
Net asset value, offering and redemption price per share: (b)
Fund Shares	$	33.90
Institutional Shares		33.94
Class A		33.81
Class C (c)		33.19
Class R6		33.92
Maximum Sales Charge — Class A		2.25	%
Maximum offering price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share — Class A	$	34.59

(a) Includes $13,645 thousand of securities on loan.

(b) Per share amount may not recalculate due to rounding of net assets and/or shares outstanding.

See notes to financial statements.

Victory Portfolios III

Statements of Operations

(Amounts in Thousands)

	Victory Nasdaq-100 Index Fund
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022
Investment Income:
Dividends	$	10,530		$	33,189
Interest		155			130
Securities lending (net of fees)		453			1,266
Foreign tax withholding		(13	)		(44	)
Total Income		11,125			34,541
Expenses:
Investment advisory fees		2,662			7,531
Administration fees — Fund Shares		1,608			5,176
Administration fees — Institutional Shares		210			250
Administration fees — Class A		10			25
Administration fees — Class C		2			4
Administration fees — Class R6		21			22
Sub-Administration fees		8			24
12b-1 fees — Class A		17			42
12b-1 fees — Class C		14			29
Custodian fees		59			167
Transfer agent fees — Fund Shares		656			2,090
Transfer agent fees — Institutional Shares		210			250
Transfer agent fees — Class A		7			17
Transfer agent fees — Class C		1			3
Transfer agent fees — Class R6		4			4
Trustees' fees		16			50
Compliance fees		13			32
Legal and audit fees		38			64
State registration and filing fees		42			134
Interfund lending fees		—			—	(b)
Other expenses		314			624
Recoupment of prior expenses waived/reimbursed by Adviser		—			5
Total Expenses		5,912			16,543
Expenses waived/reimbursed by Adviser		(14	)		(32	)
Net Expenses		5,898			16,511
Net Investment Income (Loss)		5,227			18,030
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		(9,615	)		(90,268	)
Net realized gains (losses) from futures contracts		641			(6,258	)
Net change in unrealized appreciation/depreciation on investment securities		763,821			(1,510,385	)
Net change in unrealized appreciation/depreciation on futures contracts		2,485			(1,002	)
Net realized/unrealized gains (losses) on investments		757,332			(1,607,913	)
Change in net assets resulting from operations	$	762,559		$	(1,589,883	)

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

(b) Rounds to less than $1 thousand.

See notes to financial statements.

Victory Portfolios III

Statements of Changes in Net Assets

(Amounts in Thousands)

	Victory Nasdaq-100 Index Fund
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021
From Investments:
Operations:
Net Investment Income (Loss)	$	5,227		$	18,030		$	10,782
Net realized gains (losses)		(8,974	)		(96,526	)		207,823
Net change in unrealized appreciation/depreciation		766,306			(1,511,387	)		747,873
Change in net assets resulting from operations		762,559			(1,589,883	)		966,478
Distributions to Shareholders:
Fund Shares		—			(116,585	)		(190,765	)
Institutional Shares		—			(23,561	)		(3,536	)
Class A		—			(684	)		(560	)
Class C		—			(108	)		(127	)
Class R6		—			(2,539	)		(1,858	)
Change in net assets resulting from distributions to shareholders		—			(143,477	)		(196,846	)
Change in net assets resulting from capital transactions		34,533			730,324			132,287
Change in net assets		797,092			(1,003,036	)		901,919
Net Assets:
Beginning of period		3,575,833			4,578,869			3,676,950
End of period	$	4,372,925		$	3,575,833		$	4,578,869

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Statements of Changes in Net Assets

(Amounts in Thousands) (continued)

	Victory Nasdaq-100 Index Fund
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021
Capital Transactions:
Fund Shares
Proceeds from shares issued	$	160,510		$	550,521		$	656,112
Distributions reinvested		—			112,885			186,400
Cost of shares redeemed		(158,952	)		(626,996	)		(737,132	)
Total Fund Shares	$	1,558		$	36,410		$	105,380
Institutional Shares
Proceeds from shares issued	$	20,534		$	633,831		$	28,155
Distributions reinvested		—			23,526			3,479
Cost of shares redeemed		(58,808	)		(24,292	)		(20,827	)
Total Institutional Shares	$	(38,274	)	$	633,065		$	10,807
Class A
Proceeds from shares issued	$	4,116		$	16,708		$	14,542
Distributions reinvested		—			684			560
Cost of shares redeemed		(1,640	)		(6,666	)		(1,480	)
Total Class A	$	2,476		$	10,726		$	13,622
Class C
Proceeds from shares issued	$	1,548		$	2,120		$	2,833
Distributions reinvested		—			108			127
Cost of shares redeemed		(52	)		(981	)		(82	)
Total Class C	$	1,496		$	1,247		$	2,878
Class R6
Proceeds from shares issued	$	73,053		$	56,485		$	23,150
Distributions reinvested		—			2,524			1,838
Cost of shares redeemed		(5,776	)		(10,133	)		(25,388	)
Total Class R6	$	67,277		$	48,876		$	(400	)
Change in net assets resulting from capital transactions	$	34,533		$	730,324		$	132,287

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Statements of Changes in Net Assets

(Amounts in Thousands) (continued)

	Victory Nasdaq-100 Index Fund
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021
Share Transactions:
Fund Shares
Issued		5,058			15,752			16,561
Reinvested		—			3,763			4,428
Redeemed		(5,074	)		(18,436	)		(18,985	)
Total Fund Shares		(16	)		1,079			2,004
Institutional Shares
Issued		687			18,719			737
Reinvested		—			784			82
Redeemed		(1,824	)		(732	)		(510	)
Total Institutional Shares		(1,137	)		18,771			309
Class A
Issued		128			479			343
Reinvested		—			23			13
Redeemed		(52	)		(195	)		(35	)
Total Class A		76			307			321
Class C
Issued		50			65			69
Reinvested		—			4			3
Redeemed		(2	)		(30	)		(2	)
Total Class C		48			39			70
Class R6
Issued		2,334			1,785			595
Reinvested		—			84			44
Redeemed		(183	)		(304	)		(655	)
Total Class R6		2,151			1,565			(16	)
Change in Shares		1,122			21,761			2,688

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

See notes to financial statements.

Victory Portfolios III

Financial Highlights

For a Share Outstanding Throughout Each Period

	Victory Nasdaq-100 Index Fund
	Fund Shares
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Net Asset Value, Beginning of Period	$	27.97		$	43.16		$	35.56		$	24.35		$	17.69		$	17.89
Investment Activities:
Net investment income (loss)		0.04	(b)		0.16	(b)		0.11	(b)		0.13	(b)		0.13	(b)		0.11
Net realized and unrealized gains (losses)		5.89			(14.19	)		9.43			11.62			6.74			(0.18	)
Total from Investment Activities		5.93			(14.03	)		9.54			11.75			6.87			(0.07	)
Distributions to Shareholders from:
Net investment income		—			(0.08	)		(0.11	)		(0.13	)		(0.13	)		(0.12	)
Net realized gains		—			(1.08	)		(1.83	)		(0.41	)		(0.08	)		(0.01	)
Total Distributions		—			(1.16	)		(1.94	)		(0.54	)		(0.21	)		(0.13	)
Net Asset Value, End of Period	$	33.90		$	27.97		$	43.16		$	35.56		$	24.35		$	17.69
Total Return (c) (d)		21.20	%		(32.69	)%		26.96	%		48.30	%		38.86	%		(0.44	)%
Ratios to Average Net Assets:
Net Expenses (e) (f) (g)		0.45	%		0.44	%		0.42	%		0.44	%		0.48	%		0.48	%
Net Investment Income (Loss) (e)		0.39	%		0.48	%		0.27	%		0.46	%		0.63	%		0.64	%
Gross Expenses (e) (f)		0.45	%		0.44	%		0.42	%		0.44	%		0.48	%		0.48	%
Supplemental Data:
Net Assets at end of period (000's)	$	3,520,754		$	2,904,735		$	4,436,357		$	3,583,838		$	2,442,662		$	1,750,674
Portfolio Turnover (c) (h)		2	%		12	%		10	%		17	%		9	%		5	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(e) Annualized for periods less than one year.

(f) Does not include acquired fund fees and expenses, if any.

(h) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Victory Nasdaq-100 Index Fund
	Institutional Shares
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021			June 29, 2020(b) through December 31, 2020
Net Asset Value, Beginning of Period	$	27.99		$	43.26		$	35.64		$	27.86
Investment Activities:
Net investment income (loss) (c)		0.04			0.16			0.10			0.07
Net realized and unrealized gains (losses)		5.91			(14.23	)		9.45			8.17
Total from Investment Activities		5.95			(14.07	)		9.55			8.24
Distributions to Shareholders from:
Net investment income		—			(0.12	)		(0.10	)		(0.05	)
Net realized gains		—			(1.08	)		(1.83	)		(0.41	)
Total Distributions		—			(1.20	)		(1.93	)		(0.46	)
Net Asset Value, End of Period	$	33.94		$	27.99		$	43.26		$	35.64
Total Return (d) (e)		21.26	%		(32.70	)%		26.93	%		29.60	%
Ratios to Average Net Assets:
Net Expenses (f) (g) (h)		0.43	%		0.43	%		0.44	%		0.44	%
Net Investment Income (Loss) (f)		0.41	%		0.52	%		0.25	%		0.42	%
Gross Expenses (f) (g)		0.43	%		0.43	%		0.44	%		0.47	%
Supplemental Data:
Net Assets at end of period (000's)	$	663,439		$	579,072		$	82,846		$	57,240
Portfolio Turnover (d) (i)		2	%		12	%		10	%		17	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

(b) Commencement of operations.

(d) Not annualized for periods less than one year.

(e) Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles and could differ from the reported return.

(f) Annualized for periods less than one year.

(g) Does not include acquired fund fees and expenses, if any.

(h) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through August 31, 2024, instead of coinciding with the Fund's fiscal year end.

(i) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Victory Nasdaq-100 Index Fund
	Class A
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021			June 29, 2020(b) through December 31, 2020
Net Asset Value, Beginning of Period	$	27.91		$	43.11		$	35.64		$	27.86
Investment Activities:
Net investment income (loss) (c)		0.01			0.08			(0.01	)(d)		0.02
Net realized and unrealized gains (losses)		5.89			(14.18	)		9.44			8.18
Total from Investment Activities		5.90			(14.10	)		9.43			8.20
Distributions to Shareholders from:
Net investment income		—			(0.02	)		(0.13	)		(0.01	)
Net realized gains		—			(1.08	)		(1.83	)		(0.41	)
Total Distributions		—			(1.10	)		(1.96	)		(0.42	)
Net Asset Value, End of Period	$	33.81		$	27.91		$	43.11		$	35.64
Total Return (excludes sales charges) (e) (f)		21.14	%		(32.87	)%		26.60	%		29.46	%
Ratios to Average Net Assets:
Net Expenses (g) (h) (i)		0.70	%		0.70	%		0.70	%		0.70	%
Net Investment Income (Loss) (g)		0.13	%		0.23	%		(0.02	)%		0.11	%
Gross Expenses (g) (h)		0.82	%		0.82	%		1.03	%		46.74	%
Supplemental Data:
Net Assets at end of period (000's)	$	23,980		$	17,660		$	14,070		$	167
Portfolio Turnover (e) (j)		2	%		12	%		10	%		17	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

(b) Commencement of operations.

(d) The amount shown reflects a net realized and unrealized loss per share, whereas the statement of operations reflected a net realized and unrealized gain for the period for the Fund in total. The difference in realized and unrealized gains and losses for the Fund versus the class is due to the timing of sales and repurchases of the class in relation to fluctuating market values during the period.

(e) Not annualized for periods less than one year.

(f) Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles and could differ from the reported return.

(g) Annualized for periods less than one year.

(h) Does not include acquired fund fees and expenses, if any.

(i) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through August, 31, 2024, instead of coinciding with the Fund's fiscal year end.

(j) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Victory Nasdaq-100 Index Fund
	Class C
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021			June 29, 2020(b) through December 31, 2020
Net Asset Value, Beginning of Period	$	27.47		$	42.74		$	35.51		$	27.86
Investment Activities:
Net investment income (loss) (c)		(0.07	)		(0.17	)		(0.33	)(d)		(0.10	)
Net realized and unrealized gains (losses)		5.79			(14.02	)		9.39			8.16
Total from Investment Activities		5.72			(14.19	)		9.06			8.06
Distributions to Shareholders from:
Net investment income		—			—	(e)		—			—
Net realized gains		—			(1.08	)		(1.83	)		(0.41	)
Total Distributions		—			(1.08	)		(1.83	)		(0.41	)
Net Asset Value, End of Period	$	33.19		$	27.47		$	42.74		$	35.51
Total Return (excludes contingent deferred sales charge) (f) (g)		20.86	%		(33.37	)%		25.67	%		28.95	%
Ratios to Average Net Assets:
Net Expenses (h) (i) (j)		1.45	%		1.45	%		1.45	%		1.45	%
Net Investment Income (Loss) (h)		(0.64	)%		(0.53	)%		(0.79	)%		(0.61	)%
Gross Expenses (h) (i)		1.83	%		1.86	%		2.29	%		19.93	%
Supplemental Data:
Net Assets at end of period (000's)	$	5,385		$	3,134		$	3,205		$	194
Portfolio Turnover (f) (k)		2	%		12	%		10	%		17	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

(b) Commencement of operations.

(e) Amount is less than $0.005 per share.

(f) Not annualized for periods less than one year.

(g) Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles and could differ from the reported return.

(h) Annualized for periods less than one year.

(i) Does not include acquired fund fees and expenses, if any.

(j) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through August 31, 2024, instead of coinciding with the Fund's fiscal year end.

(k) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Victory Nasdaq-100 Index Fund
	Class R6
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Net Asset Value, Beginning of Period	$	27.97		$	43.19		$	35.57		$	24.35		$	17.68		$	17.89
Investment Activities:
Net investment income (loss)		0.06	(b)		0.20	(b)		0.15	(b)		0.17	(b)		0.15	(b)		0.12
Net realized and unrealized gains (losses)		5.89			(14.21	)		9.45			11.63			6.74			(0.18	)
Total from Investment Activities		5.95			(14.01	)		9.60			11.80			6.89			(0.06	)
Distributions to Shareholders from:
Net investment income		—			(0.13	)		(0.15	)		(0.17	)		(0.14	)		(0.14	)
Net realized gains		—			(1.08	)		(1.83	)		(0.41	)		(0.08	)		(0.01	)
Total Distributions		—			(1.21	)		(1.98	)		(0.58	)		(0.22	)		(0.15	)
Net Asset Value, End of Period	$	33.92		$	27.97		$	43.19		$	35.57		$	24.35		$	17.68
Total Return (c) (d)		21.27	%		(32.62	)%		27.14	%		48.51	%		38.99	%		(0.38	)%
Ratios to Average Net Assets:
Net Expenses (e) (f) (g)		0.30	%		0.32	%		0.30	%		0.31	%		0.39	%		0.40	%
Net Investment Income (Loss) (e)		0.53	%		0.61	%		0.38	%		0.59	%		0.71	%		0.72	%
Gross Expenses (e) (f)		0.30	%		0.32	%		0.30	%		0.31	%		0.42	%		0.45	%
Supplemental Data:
Net Assets at end of period (000's)	$	159,367		$	71,232		$	42,391		$	35,511		$	18,877		$	12,667
Portfolio Turnover (c) (h)		2	%		12	%		10	%		17	%		9	%		5	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(e) Annualized for periods less than one year.

(f) Does not include acquired fund fees and expenses, if any.

(h) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

See notes to financial statements.

Victory Portfolios III

Notes to Financial Statements
April 30, 2023

1. Organization:

The accompanying financial statements are those of the Victory Nasdaq-100 Index Fund (formerly USAA Nasdaq-100 Index Fund) (the "Fund"). The Fund offers five classes of shares: Fund Shares, Institutional Shares, Class A, Class C, and Class R6. The Fund is classified as non-diversified under the 1940 Act.

Each class of shares of the Fund has substantially identical rights and privileges, except with respect to sales charges, fees paid under distribution plans, expenses allocable exclusively to each class of shares, voting rights on matters solely affecting a single class of shares, and the exchange privilege of each class of shares.

2. Significant Accounting Policies:

Investment Valuation:

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:

• Level 1 — quoted prices (unadjusted) in active markets for identical securities

• Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, or credit spreads, applicable to those securities, etc.)

• Level 3 — significant unobservable inputs (including the Adviser's assumptions in determining the fair value of investments)

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Investments in open-end investment companies, other than ETFs, are valued at their net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.

	Level 1		Level 2		Level 3		Total
Common Stocks	$	4,356,093	$	—	$	—	$	4,356,093
Collateral for Securities Loaned		14,198		—		—		14,198
Total	$	4,370,291	$	—	$	—	$	4,370,291
Other Financial Investments*
Assets:
Futures Contracts	$	1,604	$	—	$	—	$	1,604
Total	$	1,604	$	—	$	—	$	1,604

* Futures contracts are valued at the unrealized appreciation (depreciation) on the investment.

As of April 30, 2023, there were no transfers into/out of Level 3.

Real Estate Investment Trusts ("REITs"):

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Investment Companies:

Open-End Funds:

Derivative Instruments:

Futures Contracts:

Management has determined that no offsetting requirements exist as a result of their conclusion that the Fund is not subject to master netting agreements for futures contracts. During the four months ended April 30, 2023, the Fund entered into futures contracts primarily for the strategy for the strategy of gaining exposure to a particular asset class or securities market.

Summary of Derivative Instruments:

The following table summarizes the fair values of derivative instruments on the Statement of Assets and Liabilities, categorized by risk exposure, as of April 30, 2023 (amounts in thousands):

	Assets
	Variation Margin Receivable on Open Futures Contracts*
Equity Risk Exposure	$	1,604

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

The following table presents the effect of derivative instruments on the Statements of Operations, categorized by risk exposure, for the four months ended April 30, 2023 (amounts in thousands):

	Net Realized Gains (Losses) on Derivatives Recognized as a Result of Operations		Net Change in Unrealized Appreciation/Depreciation on Derivatives Recognized as a Result of Operations
	Net Realized Gains (Losses) from Futures Contracts		Net Change in Unrealized Appreciation/Depreciation on Futures Contracts
Equity Risk Exposure	$	641	$	2,485

The following table presents the effect of derivative instruments on the Statements of Operations, categorized by risk exposure, for the year ended December 31, 2022 (amounts in thousands):

	Net Realized Gains (Losses) on Derivatives Recognized as a Result of Operations			Net Change in Unrealized Appreciation/Depreciation on Derivatives Recognized as a Result of Operations
	Net Realized Gains (Losses) from Futures Contracts			Net Change in Unrealized Appreciation/Depreciation on Futures Contracts
Equity Risk Exposure	$	(6,258	)	$	(1,002	)

Investment Transactions and Related Income:

Securities Lending:

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

earns a return from the collateral. The Fund pays Citibank various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statements of Operations. Loans are terminable upon demand and the borrower must return the loaned securities within the lesser of one standard settlement period or five business days. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower.

The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or repledged, except to satisfy borrower default.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of April 30, 2023.

Value of Securities on Loan				Non-Cash Collateral				Cash Collateral
$	13,645			$	—			$	14,198

Foreign Taxes:

Federal Income Taxes:

The Fund intends to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund had a tax year end of December 31, and effective April 30, 2023, the Fund changed its tax year end to April 30.

Allocations:

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the four months ended April 30, 2023, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities
Purchases		Sales
$	111,047	$	66,305

4. Affiliated Fund Ownership:

Affiliated Victory Portfolios III Mutual Funds	Ownership %
Victory Cornerstone Conservative Fund		0.0	(a)
Victory Cornerstone Equity Fund		0.2
Victory Target Retirement Income Fund		0.0	(a)
Victory Target Retirement 2030 Fund		0.4
Victory Target Retirement 2040 Fund		0.7
Victory Target Retirement 2050 Fund		0.5
Victory Target Retirement 2060 Fund		0.1

(a) Less than 0.05%

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees accrued daily and paid monthly at an annualized rate of 0.20% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the four months ended April 30, 2023, and the year ended December 31, 2022, are reflected on the Statements of Operations as Investment advisory fees.

Administration and Servicing Fees:

VCM also serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15%, 0.10%, 0.15%, 0.15%, and 0.05%, which is based on the Fund's average daily net assets of the Fund Shares, Institutional Shares, Class A, Class C, and Class R6, respectively. Amounts incurred for the four months ended April 30, 2023, and the year ended December 31, 2022, are reflected on the Statements of Operations as Administration fees.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser, provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual charge of $23 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent fees for Institutional Shares, Class C, Class A, and Class R6 are paid monthly based on a fee accrued daily at an annualized rate of 0.10%, 0.10%, 0.10%, and 0.01%, respectively, of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the four months ended April 30, 2023, and the year ended December 31, 2022, are reflected on the Statements of Operations as Transfer agent fees.

Distributor/Underwriting Services:

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% and 1.00% of the average daily net assets of Class A and Class C, respectively. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activity primarily intended to result in the sale of Class A and Class C. Amounts incurred and paid to the Distributor for the four months ended April 30, 2023, and the year ended December 31, 2022, are reflected on the Statements of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions in connection with sales of Class A. For the four months ended April 30, 2023, the Distributor received less than $1 thousand and for the year ended December 31, 2022, the Distributor received $1 thousand from commissions earned in connection with sales of Class A.

Other Fees:

K&L Gates LLP provides legal services to the Trust.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

The Adviser has entered into an expense limitation agreement with the Fund until at least August 31, 2024. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limits for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of April 30, 2023, the expense limits (excluding voluntary waivers) were 0.48%, 0.44%, 0.70%, 1.45%, and 0.40% for Fund Shares, Institutional Shares, Class A, Class C, and Class R6, respectively.

Expires 2023				Expires 2024				Expires 2025				Expires 2026				Total
$	17			$	22			$	32			$	14			$	85

As of December 31, 2022, the following amounts were available to be repaid to the Adviser (amounts in thousands).

Expires 2023				Expires 2024				Expires 2025				Total
$	17			$	22			$	32			$	71

6. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, terrorism, trade disputes, inflation rates, interest rate levels and other fiscal and monetary policy changes, cybersecurity incidents, pandemics and other public health crises, sanctions against a particular foreign country, its nationals, businesses or industries and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, or other catastrophes, may add to instability in global economies and markets generally, and may lead to increased market volatility. Global economies and financial markets are highly interconnected, which increases the possibility that conditions in one country or region might adversely affect issuers in another country or region. The impact of these and other factors may be short-term or may last for extended periods.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

7. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the four months ended April 30, 2023, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from January 1, 2022, through June 27, 2022, interest was based on the one-month London Interbank Offered Rate ("LIBOR") plus one percent. For the period June 28, 2022, through April 30, 2023, interest was based on the one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent. The Fund did not experience a material financial impact transitioning from LIBOR to SOFR. Effective with the next amendment on June 27, 2023, the annual commitment fee of 0.15% will remain unchanged. Interest charged to the Fund during the period, if applicable, is reflected on the Statements of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the four months ended April 30, 2023, and the year ended December 31, 2022.

Interfund Lending:

The Trust and the Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other fund in the Victory Funds Complex that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending.

The Fund did not utilize or participate in the Facility during the four months ended April 30, 2023.

The average borrowing or lending for the days outstanding and average interest rate for the Fund that utilized this Facility during the year ended December 31, 2022, were as follows (amounts in thousands):

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Borrower or Lender				Amount Outstanding at December 31, 2022				Average Borrowing*				Average Interest Rate*				Maximum Borrowing During the Period
Borrower				$	—			$	5,192				0.74	%		$	6,013

* Based on the number of days borrowings were outstanding for the year ended December 31, 2022.

8. Federal Income Tax Information:

The Fund intends to distribute any net investment income annually. Distributable net realized gains, if any, are declared and paid at least annually.

The amounts of dividends from net investment income and distributions from net realized gains (collectively, distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

As of April 30, 2023, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.

There were no distributions for the four months ended April 30, 2023.

Year Ended December 31, 2022								Year Ended December 31, 2021
Distributions Paid From								Distributions Paid From
Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Total Distributions Paid		Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Total Distributions Paid
$	19,093	$	124,384	$	143,477	$	143,477	$	34,020	$	162,826	$	196,846	$	196,846

As of April 30, 2023, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed Ordinary Income				Accumulated Earnings				Accumulated Capital and Other Losses				Unrealized Appreciation (Depreciation)*				Total Accumulated Earnings (Loss)
$20,772				$20,772				$(69,456)				$2,341,071				$2,292,387

* The difference between the book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to tax deferral of losses on wash sales, non-REIT return of capital adjustments, and derivatives.

Short-Term Amount				Long-Term Amount				Total
$	37,646			$	31,810			$	69,456

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

As of April 30, 2023, the Fund utilized capital loss carryforwards (amount in thousands):

				Amount
				$	2,229

Cost of Investments for Federal Tax Purposes				Gross Unrealized Appreciation				Gross Unrealized Depreciation				Net Unrealized Appreciation (Depreciation)
$	2,029,220			$	2,483,585			$	(142,514	)		$	2,341,071

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of Victory Nasdaq-100 Index Fund (Formerly USAA Nasdaq-100 Index Fund)

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Victory Nasdaq-100 Index Fund (formerly USAA Nasdaq-100 Index Fund) (the "Fund") (one of the funds constituting Victory Portfolios III (formerly USAA Mutual Funds Trust) (the "Trust")), including the schedule of portfolio investments as of April 30, 2023, and the related statements of operations for the period from January 1, 2023 through April 30, 2023 and the year ended December 31, 2022, the statements of changes in net assets for the period from January 1, 2023 through April 30, 2023 and each of the two years in the period ended December 31, 2022, the financial highlights for the period from January 1, 2023 through April 30, 2023 and each of the five years in the period ended December 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting Victory Portfolios III) at April 30, 2023, the results of its operations for the period from January 1, 2023 through April 30, 2023 and the year ended December 31, 2022, the changes in its net assets for the period from January 1, 2023 through April 30, 2023 and each of the two years in the period ended December 31, 2022, and its financial highlights for the period from January 1, 2023 through April 30, 2023 and each of the five years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2023, by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
June 28, 2023

Victory Portfolios III

Supplemental Information
April 30, 2023

(Unaudited)

Trustee and Officer Information

Board of Trustees:

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Independent Trustees

Jefferson C. Boyce
(September 1957)

Independent Chair

Trustee since September 2013, Independent Chair since January 2021

Retired.

Westhab, Inc., New York Theological Seminary, American Filtration Corp.

Dawn M. Hawley
(February 1954)

Trustee

Trustee since April 2014

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Daniel S. McNamara
(June 1966)

Trustee

Trustee since January 2012

None

Paul L. McNamara
(July 1948)

Trustee

Trustee since January 2012

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Richard Y. Newton, III (January 1956)

Trustee

Trustee since March 2017

Terran Orbital Corp., American Made Filtration Corp.

Barbara B. Ostdiek, Ph.D.
(March 1964)

Trustee

Trustee since January 2008

None

John C. Walters
(February 1962)

Trustee

Trustee since July 2019

Retired.

Guardian Variable Products Trust (16 series)

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Fund

Term of
Office and
Length of
Time Served

Principal Occupation(s) Held
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Interested Trustee

David C. Brown
(May 1972)

Trustee

Trustee since July 2019

45 portfolios within the Trust; 40 portfolios within the Victory Portfolios, 25 series within the Victory Portfolios II, and 6 series within the Victory Variable Insurance Funds

None

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Officers of the Trust

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

James K. De Vries
(April 1969)

President

March 2018*

Scott Stahorsky
(July 1969)

Vice President

July 2019

Thomas Dusenberry
(July 1977)

Secretary

June 2022

Allan Shaer,
(March 1965)

Treasurer

July 2019*

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

Christopher Ponte,
(March 1984)

Assistant Treasurer

May 2023

Carol D. Trevino
(October 1965)

Assistant Treasurer

September 2018

Charles Booth
(April 1960)

Anti-Money Laundering Compliance Officer and Identity Theft Officer

July 2019

Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (2007-present).

Sean Fox
(September 1976)

Chief Compliance Officer

June 2022

* Effective May 1, 2023, Mr. De Vries resigned as Treasurer and accepted the position of President, and Mr. Shaer resigned as Assistant Treasurer and accepted the position of Treasurer.

Effective May 1, 2023, Christopher Dyer resigned as the President of the Trust.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent 12 months ended June 30 is available on the SEC's website at sec.gov.

Availability of Schedules of Portfolio Investments:

Expense Examples

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases; and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from November 1, 2022, through April 30, 2023.

	Beginning Account Value 11/1/22		Actual Ending Account Value 4/30/23		Hypothetical Ending Account Value 4/30/23		Actual Expenses Paid During Period 11/1/22- 4/30/23*		Hypothetical Expenses Paid During Period 11/1/22- 4/30/23*		Annualized Expense Ratio During Period 11/1/22- 4/30/23
Fund Shares	$	1,000.00	$	1,164.00	$	1,022.56	$	2.41	$	2.26		0.45	%
Institutional Shares		1,000.00		1,164.00		1,022.66		2.31		2.16		0.43	%
Class A		1,000.00		1,162.70		1,021.32		3.75		3.51		0.70	%
Class C		1,000.00		1,158.40		1,017.60		7.76		7.25		1.45	%
Class R6		1,000.00		1,164.80		1,023.26		1.66		1.56		0.31	%

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

Victory Nasdaq-100 Index Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of Victory Portfolios III Trust (the "Trust") held on December 8-9, 2022, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 8-9, 2022 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 21, 2022.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

Advisory Agreement

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management program, (iv) derivatives risk management program, and (v) cybersecurity program, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's net management fee rate — which includes advisory and administrative services as well as any fee waivers and reimbursements — was below the median of its expense group and its expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were below the median of its expense group and its expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for certain share classes of the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund. The Board also noted the high level of correlation between the Fund and the Nasdaq-100 Index and the relatively low tracking error between the Fund and the Nasdaq-100 Index, and noted that it reviews such information on a periodic basis.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Economies of Scale — The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board took into account management's discussion of the Fund's current advisory fee structure. The Board also considered the effect of the change in size, if any, of each of the Fund's share classes on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than expenses. The Board determined that the current investment management fee structure was reasonable.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Liquidity Risk Management Program:

The Victory Portfolio III Funds (the "Trust") have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage the Fund's liquidity risk, taking into consideration the Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short- and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The Trust's Board of Trustees approved the appointment of the Fund's investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.

At a meeting held on March 10, 2023, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N- RN (prior to August 2022, Form N-LIQUID) and recommended no material changes to the LRMP.

Privacy Policy

Protecting the Privacy of Information

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic, and procedural safeguards to guard your personal information.*

P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our website at:				Call
vcm.com				(800) 235-8396

37732-0723

April 30, 2023

Annual Report

Victory Ultra Short-Term Bond Fund

(Formerly USAA^® Ultra Short-Term Bond Fund)

vcm.com

News, Information And Education 24 Hours A Day, 7 Days A Week

• Detailed performance records

• Daily share prices

• The latest fund news

• Investment resources to help you become a better investor

• A section dedicated to investment professionals

Victory Portfolios III

TABLE OF CONTENTS

Shareholder Letter (Unaudited)					2
Manager's Commentary (Unaudited)					4
Investment Overview (Unaudited)					6
Investment Objective & Portfolio Holdings (Unaudited)					7
Schedule of Portfolio Investments					8
Financial Statements
Statement of Assets and Liabilities					24
Statements of Operations					25
Statements of Changes in Net Assets					26
Financial Highlights					28
Notes to Financial Statements					32
Report of Independent Registered Public Accounting Firm					43
Supplemental Information (Unaudited)					44
Trustee and Officer Information					44
Proxy Voting and Portfolio Holdings Information					50
Expense Examples					50
Advisory Contract Approval					51
Liquidity Risk Management Program					54
Privacy Policy (inside back cover)

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

For more specific information, please consult your tax adviser.

• NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE

(Unaudited)

Dear Shareholder,

From all of us here at Victory Capital, thank you for your ongoing confidence and for letting us help you work toward your investment goals.

James De Vries

President,
Victory Funds

Victory Ultra Short-Term Bond Fund

Manager's Commentary
(Unaudited)

• What were the market conditions over the reporting period?

Entering 2023, the economy was resilient with positive gross domestic product growth, albeit slowing, and near historically low unemployment despite a series of interest rate hikes directed at cooling the economy. Inflation as measured by the Consumer Price Index, a widely recognized inflation yardstick, also remained persistently high. However, it did decline each month in the reporting period dropping from 6.4% in January to 4.9% in April. Throughout the period, a tight labor market and low unemployment rate coupled with inflation running above target, continued to exert pressure on the U.S. Federal Reserve Board (the "Fed") to keep hiking interest rates.

The U.S. equity, treasury, and credit markets all experienced significant volatility during the reporting period. In February, better-than-expected economic numbers and stubbornly high inflation reports led the rates market to begin expecting an extended monetary tightening cycle. As a result, the entire treasury curve repriced higher in a steep sell off, the result of which was higher interest rates. The two-year treasury note ended the month 62 basis points higher (a basis point is 1/100^th of a percentage point), reaching new highs in yield dating back to 2007. The S&P 500 Index also fell during the month. Market conditions took another dramatic turn in March after two U.S. bank failures.

Silicon Valley Bank and Signature Bank were closed by state regulators on March 10, 2023, and March 12, 2023, respectively, and placed into receivership by the Federal Deposit Insurance Corporation. Both banks suffered deposit runs due to a crisis of confidence spurred by weakened capital positions due to unrealized investment losses related to the magnitude of rate hikes. Government actions were swift to inject liquidity in the financial system and bolster depositors' confidence to prevent bank runs in other financial institutions. Widespread concerns about banks' securities portfolios, deposit and loan mixes, and commercial real estate exposure resulted in heightened market volatility, which was particularly acute for the U.S. regional banks. Credit spreads, as measured by the Bloomberg U.S. Corporate Bond Index, significantly widened and did not fully recover by the end of the reporting period. Further, the shape of U.S. treasury yield curve portended growing risks to the economy.

While the treasury yield curve is normally positively sloped, it was inverted throughout the reporting period as investors weighed the risk of tighter financial conditions leading to a recession. One common indicator of a potential recession is a negative spread (i.e., inversion) between the 3-month treasury bill and the 10-year treasury bond. This means the market is expecting the Fed to begin cutting the federal funds rate ("Fed Funds") as the economy is expected to slow and possibly slip into a recession. At the end of the reporting period, one additional rate hike was priced in the Fed Funds futures market, with rate cuts occurring later in 2023 as investors anticipate an economic slowdown and the Fed responding with rate cuts. An additional and more near-term concern is extending the government's debt ceiling to avoid potentially devastating negative economic consequences. There are conflicting signals about the direction of the economy as we exit the reporting period, but the preponderance is towards weakness.

Victory Ultra Short-Term Bond Fund

Manager's Commentary (continued)

• How did the Victory Ultra Short-Term Bond Fund (the "Fund") perform during the reporting period?

The Fund has four share classes: Fund Shares, Institutional Shares, Class A, and Class R6. The Fund's fiscal year-end changed this year to April 30 from December 31, resulting in a shorter reporting period for fiscal year ended 2023. For the four-month reporting period ended April 30, 2023, the Fund Shares, Institutional Shares, Class A, and Class R6 had total returns (at net asset value) of 2.05%, 2.07%, 1.96%, and 2.12%, respectively. This compares to total returns of 1.46% for the Bloomberg U.S. Treasury Bellwethers 3 Month Index and 1.76% for the Lipper Ultra Short Obligations Funds Index.

• What strategies did you employ during the reporting period?

In keeping with our disciplined investment approach, we sought attractive relative value opportunities among various sectors near the front end of the yield curve. The Fund also added select high yield bonds throughout the year to replace those that were called, matured, or sold. Our credit analysts review all securities considered for purchase and assign their own independent credit rating. We continue to work closely with our in-house team of credit analysts, who use independent credit research to continuously monitor Fund holdings for creditworthiness and relative value, and to identify and evaluate potential investments. We are committed to maintaining a portfolio diversified among multiple asset classes spread across a large number of issuers. To minimize the Fund's exposure to idiosyncratic risk, we limit position sizing in any one issuer.

Given the rising rate environment, the Fund maintained a high allocation towards non- interest rate sensitive floating rate bonds, which have minimal duration. However, the Fund generally maintains a longer duration than its benchmark, the Bloomberg U.S. Treasury Bellwethers 3 Month Index. At the end of the reporting period, for example, the option adjusted duration of the Fund was 0.72 years versus 0.25 years for the benchmark. For the reporting period, the pace and amount of rate hikes met expectations and credit spreads in the front end widened only slightly, minimally detracting from performance. The Fund's allocation to credit, security selection, and longer duration resulted in overall outperformance for the period. A large allocation to floating rate paper and cash helped track increases in the Fed Funds rate. Throughout all types of interest rate and credit spread environments, we intend to seek out what we believe are the most compelling opportunities along the front end of the curve.

Thank you for allowing us to assist you with your investment needs.

Victory Ultra Short-Term Bond Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended April 30, 2023

Fund

Institutional

Class A

Class R6

INCEPTION DATE

10/18/10

7/12/13

6/29/20

3/1/17

Net Asset Value

Bloomberg
U.S. Treasury
Bellwethers
3 Month Index¹

Lipper
Ultra Short
Obligations
Funds Index²

One Year

2.86

2.92

2.60

3.04

2.94

2.59

Five Year

2.11

2.17

N/A

2.33

1.47

1.59

Ten Year

1.55

N/A

0.92

1.22

Since Inception

N/A

1.64

1.62

2.14

N/A

Victory Ultra Short-Term Bond Fund — Growth of $10,000

¹The unmanaged Bloomberg U.S. Treasury Bellwethers 3 Month Index represents the total return received by investors of 3-month U.S. Treasury securities. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²The unmanaged Lipper Ultra Short Obligations Funds Index tracks the total return performance of the 30 largest funds within the Lipper Ultra Short Obligations Funds category. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Victory Portfolios III
Victory Ultra Short-Term Bond Fund

April 30, 2023

(Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide high current income consistent with preservation of principal.

Asset Allocation*:

April 30, 2023

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Victory Portfolios III
Victory Ultra Short-Term Bond Fund

Schedule of Portfolio Investments
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Asset-Backed Securities (20.0%)
Aligned Data Centers Issuer LLC, Series 2021-1A, Class A2, 1.94%, 8/15/46, Callable 8/15/24 @ 100 (a)	$	1,500	$	1,328
American Credit Acceptance Receivables Trust, Series 2022-1, Class C, 2.12%, 3/13/28, Callable 10/13/24 @ 100 (a)		500		482
American Credit Acceptance Receivables Trust, Series 2022-1, Class B, 1.68%, 9/14/26, Callable 10/13/24 @ 100 (a)		1,000		987
Amur Equipment Finance Receivables X LLC, Series 2022-1A, Class A2, 1.64%, 10/20/27, Callable 9/20/25 @ 100 (a)		400		382
Amur Equipment Finance Receivables X LLC, Series 2022-1A, Class B, 2.20%, 1/20/28, Callable 9/20/25 @ 100 (a)		405		372
Amur Equipment Finance Receivables XI LLC, Series 2022-2A, Class A2, 5.30%, 6/21/28, Callable 6/20/26 @ 100 (a)		582		578
ARI Fleet Lease Trust, Series 2022-A, Class A2, 3.12%, 1/15/31, Callable 2/15/25 @ 100 (a)		401		395
Avis Budget Rental Car Funding AESOP LLC, Series 2022-5A, Class A, 6.12%, 4/20/27 (a)		750		767
Avis Budget Rental Car Funding AESOP LLC, Series 2018-1A, Class B, 4.00%, 9/20/24, Callable 10/20/23 @ 100 (a)		1,667		1,658
Avis Budget Rental Car Funding AESOP LLC, Series 2018-2A, Class B, 4.27%, 3/20/25, Callable 4/20/24 @ 100 (a)		615		606
Avis Budget Rental Car Funding AESOP LLC, Series 2019-2A, Class B, 3.55%, 9/22/25, Callable 10/20/24 @ 100 (a)		500		485
Avis Budget Rental Car Funding AESOP LLC, Series 2022-5A, Class B, 7.09%, 4/20/27 (a)		750		774
Bank of The West Auto Trust, Series 2019-1, Class C, 2.90%, 4/15/25, Callable 7/15/23 @ 100 (a)		1,000		975
Canadian Pacer Auto Receivables Trust, Series 2020-1A, Class C, 2.49%, 5/19/26, Callable 10/19/23 @ 100 (a)		500		490
CARDS II Trust, Series 2021-1A, Class C, 1.20%, 4/15/27 (a)		500		476
Carmax Auto Owner Trust, Series 2019-4, Class D, 2.80%, 4/15/26, Callable 11/15/23 @ 100		650		633
Carvana Auto Receivables Trust, Series 2021-N2, Class C, 1.07%, 3/10/28, Callable 4/10/26 @ 100		142		131
Carvana Auto Receivables Trust, Series 2021-N1, Class C, 1.30%, 1/10/28, Callable 9/10/25 @ 100		247		232
Carvana Auto Receivables Trust, Series 2021-N4, Class A1, 0.83%, 9/11/28, Callable 9/10/26 @ 100		231		224
Carvana Auto Receivables Trust, Series 2019-2A, Class D, 3.28%, 1/15/25, Callable 12/15/24 @ 100 (a)		237		236
CCG Receivables Trust, Series 2023-1, Class A2, 5.82%, 9/16/30, Callable 11/14/25 @ 100 (a)		1,000		1,011
Chase Auto Credit Linked Notes, Series 2020-1, Class B, 0.99%, 1/25/28, Callable 3/25/24 @ 100 (a)		35		35
Chesapeake Funding II LLC, Series 2023-1A, Class B, 5.59%, 5/15/35, Callable 12/15/25 @ 100 (a)		132		133
Chesapeake Funding II LLC, Series 2023-1A, Class A1, 5.65%, 5/15/35, Callable 12/15/25 @ 100 (a)		500		501

See notes to financial statements.

Victory Portfolios III
Victory Ultra Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Chesapeake Funding II LLC, Series 2023-1A, Class C, 6.07%, 5/15/35, Callable 12/15/25 @ 100 (a)	$	150	$	151
Conn's Receivables Funding LLC, Series 2022-A, Class B, 9.52%, 12/15/26, Callable 6/15/24 @ 100 (a)		500		499
Conn's Receivables Funding LLC, Series 2022-A, Class A, 5.87%, 12/15/26, Callable 6/15/24 @ 100 (a)		66		66
CPS Auto Receivables Trust, Series 2022-A, Class A, 0.98%, 4/16/29, Callable 8/15/25 @ 100 (a)		212		209
CPS Auto Receivables Trust, Series 2022-D, Class B, 6.84%, 1/16/29, Callable 11/15/26 @ 100 (a)		500		518
CPS Auto Receivables Trust, Series 2022-D, Class A, 6.09%, 1/15/27, Callable 11/15/26 @ 100 (a)		574		577
CPS Auto Receivables Trust, Series 2022-B, Class A, 2.88%, 6/15/26, Callable 12/15/25 @ 100 (a)		493		486
Credit Acceptance Auto Loan Trust, Series 2023-1A, Class B, 7.02%, 5/16/33, Callable 11/15/26 @ 100 (a)		500		516
Credit Acceptance Auto Loan Trust, Series 2021-3A, Class A, 1.00%, 5/15/30, Callable 11/15/24 @ 100 (a)		218		211
Credit Acceptance Auto Loan Trust, Series 2020-2A, Class C, 2.73%, 11/15/29, Callable 11/15/23 @ 100 (a)		1,000		980
Credit Acceptance Auto Loan Trust, Series 2023-1A, Class A, 6.48%, 3/15/33, Callable 11/15/26 @ 100 (a)		1,000		1,018
Credit Acceptance Auto Loan Trust, Series 2021-2A, Class A, 0.96%, 2/15/30, Callable 11/15/24 @ 100 (a)		395		385
Dell Equipment Finance Trust, Series 2023-1, Class C, 6.22%, 9/22/28, Callable 10/22/25 @ 100 (a)		1,000		1,005
Dext ABS LLC, Series 2023-1, Class A2, 5.99%, 3/15/32, Callable 4/15/27 @ 100 (a)		1,000		1,005
Drive Auto Receivables Trust, Series 2021-3, Class B, 1.11%, 5/15/26, Callable 2/15/25 @ 100		500		492
Drive Auto Receivables Trust, Series 2021-3, Class C, 1.47%, 1/15/27, Callable 2/15/25 @ 100		500		477
DT Auto Owner Trust, Series 2020-2A, Class D, 4.73%, 3/16/26, Callable 8/15/24 @ 100 (a)		870		859
DT Auto Owner Trust, Series 2022-1A, Class C, 2.96%, 11/15/27, Callable 10/15/25 @ 100 (a)		500		481
DT Auto Owner Trust, Series 2022-1A, Class B, 2.43%, 9/15/26, Callable 10/15/25 @ 100 (a)		750		728
DT Auto Owner Trust, Series 2019-4A, Class E, 3.93%, 10/15/26, Callable 3/15/24 @ 100 (a)		750		735
DT Auto Owner Trust, Series 2021-4A, Class B, 1.02%, 5/15/26, Callable 6/15/25 @ 100 (a)		500		485
DT Auto Owner Trust, Series 2021-4A, Class C, 1.50%, 9/15/27, Callable 6/15/25 @ 100 (a)		250		237
Enterprise Fleet Financing LLC, Series 2022-4, Class A2, 5.76%, 10/22/29, Callable 7/20/26 @ 100 (a)		750		754
Enterprise Fleet Financing LLC, Series 2022-2, Class A2, 4.65%, 5/21/29, Callable 8/20/25 @ 100 (a)		251		248
Evergreen Credit Card Trust, Series 2022-CRT2, Class C, 7.44%, 11/15/26 (a)		500		502
Evergreen Credit Card Trust, Series 2022-CRT2, Class B, 6.56%, 11/15/26 (a)		1,000		1,007

See notes to financial statements.

Victory Portfolios III
Victory Ultra Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Evergreen Credit Card Trust, Series 2022-CRT1, Class B, 5.61%, 7/15/26 (a)	$	500	$	496
Evergreen Credit Card Trust, Series 2023-CRT3, Class C, 7.31%, 2/16/27 (a)		318		322
Evergreen Credit Card Trust, Series 2023-CRT3, Class B, 6.58%, 2/16/27 (a)		762		772
Exeter Automobile Receivables Trust, Series 2021-4, Class C, 1.46%, 10/15/27, Callable 3/15/25 @ 100		500		474
Exeter Automobile Receivables Trust, Series 2022-1A, Class B, 2.18%, 6/15/26, Callable 10/15/25 @ 100		500		491
Exeter Automobile Receivables Trust, Series 2021-2A, Class C, 0.98%, 6/15/26, Callable 2/15/25 @ 100		743		725
Exeter Automobile Receivables Trust, Series 2020-1A, Class E, 3.74%, 1/15/27, Callable 5/15/24 @ 100 (a)		500		484
Exeter Automobile Receivables Trust, Series 2022-5A, Class A2, 5.29%, 1/15/25		333		333
Exeter Automobile Receivables Trust, Series 2022-5A, Class A3, 5.43%, 4/15/26, Callable 9/15/25 @ 100		500		498
Exeter Automobile Receivables Trust, Series 2022-1A, Class A3, 1.54%, 7/15/25		189		189
Ford Credit Auto Lease Trust, Series 2023-A, Class B, 5.29%, 6/15/26, Callable 8/15/25 @ 100		300		300
Ford Credit Auto Owner Trust, Series 2021-2, Class C, 2.11%, 5/15/34, Callable 11/15/26 @ 100 (a)		250		224
Foursight Capital Automobile Receivables Trust, Series 2021-2, Class B, 1.31%, 7/15/27, Callable 10/15/24 @ 100 (a)		821		781
Foursight Capital Automobile Receivables Trust, Series 2020-1, Class E, 3.49%, 4/15/26, Callable 8/15/23 @ 100 (a)		500		494
Foursight Capital Automobile Receivables Trust, Series 2022-1, Class A2, 1.15%, 9/15/25, Callable 12/15/24 @ 100 (a)		334		330
Foursight Capital Automobile Receivables Trust, Series 2021-1, Class B, 0.87%, 1/15/26, Callable 4/15/24 @ 100 (a)		330		326
Foursight Capital Automobile Receivables Trust, Series 2022-2, Class A2, 4.49%, 3/16/26, Callable 5/15/25 @ 100 (a)		380		377
GLS Auto Receivables Issuer Trust, Series 2019-2A, Class D, 4.52%, 2/17/26, Callable 11/15/23 @ 100 (a)		1,500		1,484
GLS Auto Receivables Issuer Trust, Series 2019-3A, Class D, 3.84%, 5/15/26, Callable 2/15/24 @ 100 (a)		500		489
GLS Auto Receivables Issuer Trust, Series 2021-3A, Class C, 1.11%, 9/15/26, Callable 5/15/25 @ 100 (a)		722		688
GLS Auto Receivables Trust, Series 2021-2A, Class C, 1.08%, 6/15/26, Callable 5/15/25 @ 100 (a)		457		442
GTE Auto Receivables Trust, Series 2023-1, Class A2, 5.65%, 8/17/26 (a)		500		500
Hertz Vehicle Financing LLC, Series 2021-1A, Class A, 1.21%, 12/26/25 (a)		1,500		1,406
Hertz Vehicle Financing LLC, Series 2021-1A, Class B, 1.56%, 12/26/25 (a)		500		467
HPEFS Equipment Trust, Series 2022-3A, Class A2, 5.26%, 8/20/29, Callable 4/20/26 @ 100 (a)		500		498
HPEFS Equipment Trust, Series 2021-1A, Class D, 1.03%, 3/20/31, Callable 3/20/24 @ 100 (a)		750		719
HPEFS Equipment Trust, Series 2021-2A, Class C, 0.88%, 9/20/28, Callable 7/20/24 @ 100 (a)		721		695
JPMorgan Chase Bank NA, Series 2020-2, Class C, 1.14%, 2/25/28, Callable 8/25/24 @ 100 (a)		27		27
JPMorgan Chase Bank NA, Series 2021-3, Class C, 0.86%, 2/26/29, Callable 2/25/25 @ 100 (a)		212		200

See notes to financial statements.

Victory Portfolios III
Victory Ultra Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
JPMorgan Chase Bank NA, Series 2021-2, Class B, 0.89%, 12/26/28, Callable 2/25/25 @ 100 (a)	$	81	$	78
JPMorgan Chase Bank NA, Series 2021-2, Class C, 0.97%, 12/26/28, Callable 2/25/25 @ 100 (a)		215		207
JPMorgan Chase Bank NA, Series 2020-2, Class B, 0.84%, 2/25/28, Callable 8/25/24 @ 100 (a)		54		53
JPMorgan Chase Bank NA, Series 2020-2, Class D, 1.49%, 2/25/28, Callable 8/25/24 @ 100 (a)		90		88
JPMorgan Chase Bank NA, Series 2021-1, Class D, 1.17%, 9/25/28, Callable 3/25/25 @ 100 (a)		135		130
JPMorgan Chase Bank NA, Series 2021-1, Class B, 0.88%, 9/25/28, Callable 3/25/25 @ 100 (a)		135		131
JPMorgan Chase Bank NA, Series 2021-1, Class C, 1.02%, 9/25/28, Callable 3/25/25 @ 100 (a)		270		261
LAD Auto Receivables Trust, Series 2023-1A, Class B, 5.59%, 8/16/27, Callable 11/15/26 @ 100 (a)		300		296
LAD Auto Receivables Trust, Series 2021-1A, Class C, 2.35%, 4/15/27, Callable 6/15/25 @ 100 (a)		594		540
LAD Auto Receivables Trust, Series 2023-1A, Class C, 6.18%, 12/15/27, Callable 11/15/26 @ 100 (a)		1,000		996
LAD Auto Receivables Trust, Series 2021-1A, Class B, 1.94%, 11/16/26, Callable 6/15/25 @ 100 (a)		750		709
LAD Auto Receivables Trust, Series 2022-1A, Class A, 5.21%, 6/15/27, Callable 10/15/25 @ 100 (a)		498		494
New Economy Assets Phase 1 Sponsor LLC, Series 2021-1, Class B1, 2.41%, 10/20/61, Callable 10/20/24 @ 100 (a)		293		247
NMEF Funding LLC, Series 2022-B, Class A2, 6.07%, 6/15/29, Callable 10/15/26 @ 100 (a)		1,000		1,003
NP SPE II LLC, Series 2019-2A, Class C1, 6.44%, 11/19/49, Callable 11/19/23 @ 100 (a)		531		476
NP SPE II LLC, Series 2017-1A, Class A1, 3.37%, 10/21/47, Callable 5/20/23 @ 100 (a)		145		137
Oscar U.S. Funding XII LLC, Series 1A, Class A3, 0.70%, 4/10/25, Callable 2/10/25 @ 100 (a)		808		790
Oscar U.S. Funding XIV LLC, Series 2022-1A, Class A2, 1.60%, 3/10/25 (a)		478		471
Pawnee Equipment Receivables LLC, Series 2021-1, Class A2, 1.10%, 7/15/27, Callable 8/15/25 @ 100 (a)		163		157
Pawnee Equipment Receivables LLC, Series 2020-1, Class A, 1.37%, 11/17/25, Callable 1/15/24 @ 100 (a)		20		20
Pawneee Equipment Receivables LLC, Series 2022-1, Class B, 5.40%, 7/17/28, Callable 9/15/26 @ 100 (a)		350		345
Progress Residential Trust, Series 2021-SFR5, Class B, 1.66%, 7/17/38 (a)		600		530
Santander Bank Auto Credit-Linked Notes, Series 2022-A, Class B, 5.28%, 5/15/32, Callable 9/15/25 @ 100 (a)		431		421
Santander Bank Auto Credit-Linked Notes, Series 2022-B, Class C, 5.92%, 8/16/32, Callable 12/15/25 @ 100 (a)		312		311
Santander Bank Auto Credit-Linked Notes, Series 2022-B, Class D, 6.79%, 8/16/32, Callable 12/15/25 @ 100 (a)		338		335
Santander Bank Auto Credit-Linked Notes, Series 2022-C, Class B, 6.45%, 12/15/32, Callable 9/15/26 @ 100 (a)		831		831

See notes to financial statements.

Victory Portfolios III
Victory Ultra Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Santander Bank Auto Credit-Linked Notes, Series 2022-C, Class C, 6.99%, 12/15/32, Callable 9/15/26 @ 100 (a)	$	415	$	414
Santander Bank Auto Credit-Linked Notes, Series 2022-B, Class B, 5.72%, 8/16/32, Callable 12/15/25 @ 100 (a)		507		504
Santander Bank NA, Series 2021-1A, Class B, 1.83%, 12/15/31, Callable 5/15/25 @ 100 (a)		198		190
Santander Consumer Auto Receivables Trust, Series 2020-AA, Class D, 5.49%, 4/15/26, Callable 9/15/24 @ 100 (a)		500		497
Santander Consumer Auto Receivables Trust, Series 2020-BA, Class E, 4.13%, 1/15/27, Callable 2/15/25 @ 100 (a)		300		291
Santander Drive Auto Receivables Trust, Series 2021-4, Class C, 1.26%, 2/16/27, Callable 3/15/25 @ 100		500		478
Santander Drive Auto Receivables Trust, Series 2022-1, Class A3, 1.94%, 11/17/25, Callable 2/15/25 @ 100		381		378
Santander Retail Auto Lease Trust, Series 2020-B, Class C, 1.18%, 12/20/24, Callable 1/20/24 @ 100 (a)		500		484
SCF Equipment Leasing LLC, Series 2022-1A, Class A2, 2.06%, 2/22/28, Callable 3/20/27 @ 100 (a)		437		428
SCF Equipment Leasing LLC, Series 2020-1A, Class A3, 1.19%, 10/20/27, Callable 3/20/25 @ 100 (a)		129		127
SCF Equipment Leasing LLC, Series 1A, Class A3, 0.83%, 8/21/28, Callable 3/20/24 @ 100 (a)		653		631
United Auto Credit Securitization Trust, Series 2022-1, Class C, 2.61%, 6/10/27, Callable 3/10/25 @ 100 (a)		500		488
United Auto Credit Securitization Trust, Series 2022-1, Class B, 2.10%, 3/10/25 (a)		753		748
Westlake Automobile Receivables Trust, Series 2023-2A, Class C, 6.29%, 3/15/28, Callable 3/15/26 @ 100 (a)		500		506
Westlake Automobile Receivables Trust, Series 2023-2A, Class B, 6.14%, 3/15/28, Callable 3/15/26 @ 100 (a)		500		507
Westlake Automobile Receivables Trust, Series 2021-3A, Class C, 1.58%, 1/15/27, Callable 2/15/25 @ 100 (a)		750		711
Westlake Automobile Receivables Trust, Series 2022-2A, Class A3, 3.75%, 4/15/26, Callable 9/15/25 @ 100 (a)		500		491
Westlake Automobile Receivables Trust, Series 2022-2A, Class B, 4.31%, 9/15/27, Callable 9/15/25 @ 100 (a)		400		392
Wheels SPV 2 LLC, Series 2021-1A, Class A, 5.23% (LIBOR01M+28bps), 8/20/29, Callable 6/20/24 @ 100 (a) (b)		811		804
Total Asset-Backed Securities (Cost $63,962)				62,879
Collateralized Mortgage Obligations (14.4%)
Austin Fairmont Hotel Trust, Series 2019-FAIR, Class C, 6.40% (LIBOR01M+145bps), 9/15/32 (a) (b)		1,000		973
Austin Fairmont Hotel Trust, Series 2019-FAIR, Class B, 6.20% (LIBOR01M+125bps), 9/15/32 (a) (b)		1,000		980
BBCMS Mortgage Trust, Series 2020-BID, Class C, 8.59% (LIBOR01M+364bps), 10/15/37 (a) (b)		1,720		1,634
BBCMS Mortgage Trust, Series 2019-BWAY, Class B, 6.31% (LIBOR01M+131bps), 11/15/34 (a) (b)		1,000		802

See notes to financial statements.

Victory Portfolios III
Victory Ultra Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
BPR Trust, Series 2022-STAR, Class A, 8.12% (TSFR1M+323bps), 8/15/24 (a) (b)	$	1,250	$	1,249
BPR Trust, Series 2022-OANA, Class B, 7.34% (TSFR1M+245bps), 4/15/37 (a) (b)		1,000		959
BX Commercial Mortgage Trust, Series 2019-XL, Class C, 6.25% (LIBOR01M+125bps), 10/15/36 (a) (b)		850		835
BX Commercial Mortgage Trust, Series 2021-VOLT, Class C, 6.05% (LIBOR01M+110bps), 9/15/36 (a) (b)		750		712
BX Commercial Mortgage Trust, Series 2021-XL2, Class C, 6.15% (LIBOR01M+120bps), 10/15/38 (a) (b)		927		885
BX Commercial Mortgage Trust, Series 2021-CIP, Class B, 6.22% (LIBOR01M+127bps), 12/15/38 (a) (b)		500		479
BX Commercial Mortgage Trust, Series 2021-CIP, Class C, 6.42% (LIBOR01M+147bps), 12/15/38 (a) (b)		1,000		945
BX Commercial Mortgage Trust, Series 2021-VINO, Class B, 5.80% (LIBOR01M+85bps), 5/15/38 (a) (b)		1,000		959
BX Commercial Mortgage Trust, Series 2019-XL, Class D, 6.45% (LIBOR01M+145bps), 10/15/36 (a) (b)		489		478
BX Mortgage Trust, Series 2021-PAC, Class C, 6.05% (LIBOR01M+110bps), 10/15/36 (a) (b)		1,000		940
BX Trust, Series 2021-SOAR, Class C, 6.05% (LIBOR01M+110bps), 6/15/38 (a) (b)		485		461
BX Trust, Series 2021-RISE, Class B, 6.20% (LIBOR01M+125bps), 11/15/36 (a) (b)		500		481
BX Trust, Series 2022-LBA6, Class C, 6.49% (TSFR1M+160bps), 1/15/39 (a) (b)		1,000		951
BX Trust, Series 2022-LBA6, Class B, 6.19% (SOFR30A+130bps), 1/15/39 (a) (b)		500		480
BX Trust, Series 2021-SOAR, Class B, 5.82% (LIBOR01M+87bps), 6/15/38 (a) (b)		485		465
CEDR Commercial Mortgage Trust, Series 2022-SNAI, Class B, 6.22% (TSFR1M+134bps), 2/15/39 (a) (b)		1,000		900
CIFC Funding Ltd., Series 2012-2RA, Class A1, 6.05% (LIBOR03M+80bps), 1/20/28, Callable 7/20/23 @ 100 (a) (b)		368		365
CIFC Funding Ltd., Series 2017-4A, Class A1R, 6.22% (LIBOR03M+95bps), 10/24/30, Callable 7/24/23 @ 100 (a) (b)		666		658
COMM Mortgage Trust, Series 2020-CBM, Class C, 3.40%, 2/10/37, Callable 2/10/25 @ 100 (a)		1,000		922
COMM Mortgage Trust, Series 2014-277P, Class A, 3.73%, 8/10/49, Callable 8/10/24 @ 100 (a) (c)		1,000		946
COMM Mortgage Trust, Series 2014- 277P, Class C, 3.73%, 8/10/49, Callable 8/10/24 @ 100 (a) (c)		334		311
COMM Mortgage Trust, Series 2019-521F, Class B, 6.05% (LIBOR01M+110bps), 6/15/34 (a) (b)		1,500		1,190
Extended Stay America Trust, Series 2021-ESH, Class B, 6.33% (LIBOR01M+138bps), 7/15/38 (a) (b)		380		368
FREMF Mortgage Trust, Series 2017-K724, Class B, 3.61%, 12/25/49, Callable 12/25/23 @ 100 (a) (c)		1,000		984
Golub Capital Partners CLO 40A Ltd., Series 2019-40A, Class AR, 6.35% (LIBOR03M+109bps), 1/25/32, Callable 7/25/23 @ 100 (a) (b)		1,000		982
GS Mortgage Securities Corp. Trust, Series 2017-GPTX, Class A, 2.86%, 5/10/34 (a)		1,000		923

See notes to financial statements.

Victory Portfolios III
Victory Ultra Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
GS Mortgage Securities Trust, Series 2011-GC3, Class X, 3/10/44, Callable 5/10/23 @ 100 (a) (c) (d) (e)	$	812	$	—	(f)
Hospitality Mortgage Trust, Series 2019-HIT, Class B, 6.30% (LIBOR01M+135bps), 11/15/36 (a) (b)		1,149		1,123
Hospitality Mortgage Trust, Series 2019-HIT, Class A, 5.95% (LIBOR01M+100bps), 11/15/36 (a) (b)		804		790
Houston Galleria Mall Trust, Series 2015-HGLR, Class A1A2, 3.09%, 3/5/37 (a)		750		695
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2021-MHC, Class A, 5.75% (LIBOR01M+80bps), 4/15/38 (a) (b)		945		921
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2013-C13, Class B, 4.27%, 1/15/46, Callable 7/15/23 @ 100 (c)		2,000		1,990
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2013-C10, Class B, 3.67%, 12/15/47, Callable 1/15/24 @ 100 (c)		154		152
JPMBB Commercial Mortgage Securities Trust, Series 2014-C19, Class XA, 0.77%, 4/15/47, Callable 1/15/25 @ 100 (c) (d)		3,800		14
KNDL Mortgage Trust, Series 2019-KNSQ, Class B, 5.90% (LIBOR01M+95bps), 5/15/36 (a) (b)		1,000		990
Life Mortgage Trust, Series 2021-BMR, Class B, 5.88% (LIBOR01M+88bps), 3/15/38 (a) (b)		983		948
Med Trust, Series 2021-MDLN, Class B, 6.40% (LIBOR01M+145bps), 11/15/38 (a) (b)		997		960
MHC Commercial Mortgage Trust, Series 2021-MHC, Class B, 6.11% (LIBOR01M+110bps), 4/15/38 (a) (b)		1,000		969
Morgan Stanley Capital I Trust, Series 2019-NUGS, Class B, 6.25% (LIBOR01M+130bps), 12/15/36 (a) (b)		1,154		992
Octagon Investment Partners XXI Ltd., Series 2014-1A, Class AAR3, 5.87% (LIBOR03M+100bps), 2/14/31, Callable 5/14/23 @ 100 (a) (b)		750		739
ONE Mortgage Trust, Series 2021-PARK, Class B, 5.95% (LIBOR01M+95bps), 3/15/36 (a) (b)		1,000		920
One New York Plaza Trust, Series 2020-1NYP, Class A, 5.90% (LIBOR01M+95bps), 1/15/36 (a) (b)		875		833
Palmer Square Loan Funding Ltd., Series 2021-1A, Class A1, 6.15% (LIBOR03M+90bps), 4/20/29, Callable 7/20/23 @ 100 (a) (b)		243		241
Palmer Square Loan Funding Ltd., Series 2021-2A, Class A1, 5.72% (LIBOR03M+80bps), 5/20/29, Callable 5/20/23 @ 100 (a) (b)		635		629
Palmer Square Loan Funding Ltd., Series 2021-3A, Class A2, 6.65% (LIBOR03M+140bps), 7/20/29, Callable 7/20/23 @ 100 (a) (b)		1,000		977
Palmer Square Loan Funding Ltd., Series 2022-5A, Class A1, 6.55% (TSFR3M+156bps), 1/15/31, Callable 10/15/23 @ 100 (a) (b)		684		681
Palmer Square Loan Funding Ltd., Series 2022-1A, Class A2, 6.59% (TSFR3M+160bps), 4/15/30, Callable 7/15/23 @ 100 (a) (b)		1,000		967
Palmer Square Loan Funding Ltd., Series 2021-2A, Class A2, 6.17% (LIBOR03M+125bps), 5/20/29, Callable 5/20/23 @ 100 (a) (b)		500		487
SMRT, Series 2022-MINI, Class B, 6.24% (TSFR1M+135bps), 1/15/39 (a) (b)		1,000		960
SOUND POINT CLO VIII-R Ltd., Series 2015-1RA, Class AR, 6.34% (LIBOR03M+108bps), 4/15/30, Callable 7/15/23 @ 100 (a) (b)		1,110		1,094
Stratus CLO Ltd., Series 2021-1A, Class B, 6.65% (LIBOR03M+140bps), 12/29/29, Callable 7/20/23 @ 100 (a) (b)		1,000		972
Stratus CLO Ltd., Series 2021-3A, Class B, 6.80% (LIBOR03M+155bps), 12/29/29, Callable 7/20/23 @ 100 (a) (b)		822		801

See notes to financial statements.

Victory Portfolios III
Victory Ultra Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
TTAN, Series 2021-MHC, Class B, 6.05% (LIBOR01M+115bps), 3/15/38 (a) (b)	$	332	$	320
Total Collateralized Mortgage Obligations (Cost $47,510)				45,382
Senior Secured Loans (3.7%)
Berry Global, Inc., Term Z Loans, First Lien, 6.65% (LIBOR01M+175bps), 7/1/26 (b)		1,232		1,228
Calpine Corp., Term Loans, First Lien, 6.85% (LIBOR01M+200bps), 4/1/26 (b)		987		983
Charter Communications Operating LLC, Term B1, First Lien, 6.56% (SOFR01M+175bps), 4/30/25 (b)		990		988
Chemours Co. LLC, Term Loan, First Lien, 6.56% (SOFR01M+175bps), 4/3/25 (b)		1,491		1,482
Delos Finance S.A.R.L., Loans, First Lien, 6.91% (LIBOR03M+175bps), 10/6/23 (b)		1,500		1,499
Gray Television, Inc., 1/2/26 (g)		1,000		989
IQVIA, Inc., Term B-2 Dollar Loans, First Lien, 6.59% (LIBOR01M+175bps), 1/1/25 (b)		1,100		1,098
SBA Senior Finance II LLC, Incremental Tranche B-2 Term Loans, First Lien, 6.60% (LIBOR01M+175bps), 4/11/25 (b)		997		996
Vistra Operations Co. LLC, 2018 Incremental Term Loans, First Lien, 6.70% (LIBOR01M+175bps), 12/31/25 (b)		1,475		1,468
XPO Logistics, Inc., Term Loan B, First Lien, 6.61% (LIBOR01M+175bps), 2/23/25 (b)		1,000		997
Total Senior Secured Loans (Cost $11,712)				11,728
Corporate Bonds (30.6%)
Communication Services (1.7%):
Charter Communications Operating LLC/Charter Communications Operating Capital, 6.95% (LIBOR03M+165bps), 2/1/24, Callable 1/1/24 @ 100 (b)		1,000		1,002
Magallanes, Inc. 3.43%, 3/15/24 (a)		500		489
6.59% (SOFRINDX+178bps), 3/15/24 (a) (b)		1,000		1,003
Sprint Spectrum Co. LLC/Sprint Spectrum Co. II LLC/Sprint Spectrum Co. III LLC, 4.74%, 3/20/25, Callable 3/20/24 @ 100 (a)		1,381		1,370
Verizon Communications, 5.61% (SOFR+79bps), 3/20/26 (b)		1,500		1,489
				5,353
Consumer Discretionary (2.2%):
American Honda Finance Corp., 5.23% (LIBOR03M+37bps), 5/10/23, MTN (b)		360		360
Association of American Medical Colleges, 2.12%, 10/1/24		1,000		952
Daimler Finance North America LLC, 5.65% (LIBOR03M+84bps), 5/4/23 (b)		1,150		1,150
General Motors Financial Co., Inc., 5.55% (SOFR+76bps), 3/8/24 (b)		1,500		1,482
Howard University, 2.80%, 10/1/23		250		247
Nissan Motor Acceptance Co. LLC, 5.65% (LIBOR03M+64bps), 3/8/24 (a) (b)		855		845
Nordstrom, Inc., 2.30%, 4/8/24, Callable 5/22/23 @ 100		1,000		956
ZF North America Capital, Inc., 4.75%, 4/29/25 (a)		1,000		977
				6,969

See notes to financial statements.

Victory Portfolios III
Victory Ultra Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Energy (2.8%):
Buckeye Partners LP, 4.15%, 7/1/23, Callable 6/5/23 @ 100	$	2,000	$	1,991
EnLink Midstream Partners LP, 4.40%, 4/1/24, Callable 1/1/24 @ 100		948		925
EQM Midstream Partners LP, 4.00%, 8/1/24, Callable 5/1/24 @ 100		1,034		1,000
Gray Oak Pipeline LLC, 2.60%, 10/15/25, Callable 9/15/25 @ 100 (a)		1,500		1,394
Midwest Connector Capital Co. LLC, 3.90%, 4/1/24, Callable 3/1/24 @ 100 (a)		1,000		982
Murphy Oil Corp., 5.75%, 8/15/25, Callable 6/5/23 @ 101.44		554		550
NuStar Logistics LP, 5.75%, 10/1/25, Callable 7/1/25 @ 100		600		592
PDC Energy, Inc., 5.75%, 5/15/26, Callable 6/5/23 @ 101.44		1,500		1,459
				8,893
Financials (15.7%):
Alexander Funding Trust, 1.84%, 11/15/23 (a)		1,000		967
Ally Financial, Inc., 5.75%, 11/20/25, Callable 10/21/25 @ 100 (h)		1,505		1,460
Antares Holdings LP, 6.00%, 8/15/23, Callable 7/15/23 @ 100 (a)		1,107		1,103
Ares Capital Corp. 3.25%, 7/15/25, Callable 6/15/25 @ 100		500		463
3.88%, 1/15/26, Callable 12/15/25 @ 100		1,000		932
Assurant, Inc., 6.10%, 2/27/26, Callable 1/27/26 @ 100		882		891
Athene Global Funding, 5.94% (LIBOR03M+73bps), 1/8/24 (a) (b)		1,590		1,577
Bank of America Corp., 5.53% (SOFR+69bps), 4/22/25, Callable 4/22/24 @ 100 (b)		500		496
Blackstone Private Credit Fund, 7.05%, 9/29/25 (a)		1,500		1,503
Blackstone Secured Lending Fund, 3.63%, 1/15/26, Callable 12/15/25 @ 100		1,000		920
BMW US Capital LLC, 5.10% (SOFR+38bps), 8/12/24 (a) (b)		500		496
Brighthouse Financial Global Funding, 5.60% (SOFR+76bps), 4/12/24 (a) (b)		1,300		1,285
Citigroup, Inc. 5.51% (SOFR+67bps), 5/1/25, Callable 5/1/24 @ 100 (b)		500		495
5.53% (SOFR+69bps), 1/25/26, Callable 1/25/25 @ 100 (b)		1,000		986
Citizens Bank NA, 6.06% (SOFR+145bps), 10/24/25, Callable 10/24/24 @ 100 (b)		1,700		1,646
Credit Acceptance Corp. 5.13%, 12/31/24, Callable 5/15/23 @ 101.28 (a)		400		383
6.63%, 3/15/26, Callable 5/15/23 @ 101.66 (h)		500		480
DAE Funding LLC, 1.55%, 8/1/24, Callable 7/1/24 @ 100 (a)		1,500		1,419
Enact Holdings, Inc., 6.50%, 8/15/25, Callable 2/15/25 @ 100 (a)		1,000		990
Equitable Financial Life Global Funding, 5.50%, 12/2/25 (a)		750		752
Fidelity & Guaranty Life Holdings, Inc., 5.50%, 5/1/25, Callable 2/1/25 @ 100 (a)		750		742
Fifth Third Bancorp, 4.30%, 1/16/24, Callable 12/16/23 @ 100 (h)		507		499
Fifth Third Bank NA, 5.85% (SOFR+123bps), 10/27/25, Callable 10/27/24 @ 100 (b)		1,000		994
Ford Motor Credit Co. LLC, 2.30%, 2/10/25, Callable 1/10/25 @ 100		1,000		932
FS KKR Capital Corp. 1.65%, 10/12/24		857		794
4.13%, 2/1/25, Callable 1/1/25 @ 100 (h)		1,000		949
GA Global Funding Trust 5.30% (SOFR+50bps), 9/13/24 (a) (b)		1,000		970
6.20% (SOFRRATE+136bps), 4/11/25 (a) (b)		380		370
Goldman Sachs Group, Inc., 5.30% (SOFR+50bps), 9/10/24, Callable 9/10/23 @ 100 (b)		500		496

See notes to financial statements.

Victory Portfolios III
Victory Ultra Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
JPMorgan Chase & Co. 5.31% (SOFR+54bps), 6/1/25, Callable 6/1/24 @ 100 (b)	$	500	$	495
5.60% (SOFR+77bps), 9/22/27, Callable 9/22/26 @ 100 (b)		1,000		981
KeyCorp, 3.88% (SOFR+125bps), 5/23/25, MTN, Callable 5/23/24 @ 100 (b)		1,650		1,594
Manufacturers & Traders Trust Co. 5.40%, 11/21/25, Callable 10/21/25 @ 100		300		292
4.65%, 1/27/26, Callable 12/27/25 @ 100		500		483
New York Life Global Funding 5.15% (SOFR+31bps), 4/26/24 (a) (b)		500		498
5.77% (SOFRINDX+93bps), 4/2/26 (a) (b)		750		751
OWL Rock Capital Corp., 5.25%, 4/15/24, Callable 3/15/24 @ 100		500		492
OWL Rock Capital Corp., 3.75%, 7/22/25, Callable 6/22/25 @ 100		1,000		925
OWL Rock Core Income Corp., 3.13%, 9/23/26, Callable 8/23/26 @ 100		1,500		1,294
Principal Life Global Funding II, 5.14% (SOFR+38bps), 8/23/24 (a) (b)		1,000		995
Protective Life Global Funding, 5.21%, 4/14/26 (a)		1,000		1,004
Santander Holdings USA, Inc. 4.26% (SOFR+138bps), 6/9/25, Callable 6/9/24 @ 100 (b)		500		484
5.81% (SOFR+233bps), 9/9/26, Callable 9/9/25 @ 100 (b)		1,000		989
SLM Corp., 4.20%, 10/29/25, Callable 9/29/25 @ 100		1,152		1,065
Starwood Property Trust, Inc., 3.75%, 12/31/24, Callable 9/30/24 @ 100 (a)		1,550		1,453
Synchrony Bank, 5.40%, 8/22/25, Callable 7/22/25 @ 100		752		718
The Bank of New York Mellon Corp., 4.95% (SOFRRATE+103bps), 4/26/27, Callable 4/26/26 @ 100 (b)		750		755
The Charles Schwab Corp., 5.24% (SOFR+52bps), 5/13/26, Callable 4/13/26 @ 100 (b) (h)		1,500		1,438
The Goldman Sachs Group, Inc., 5.33% (SOFR+49bps), 10/21/24, Callable 10/21/23 @ 100 (b)		1,000		990
The Huntington National Bank 5.92% (SOFRINDX+119bps), 5/16/25, Callable 5/16/24 @ 100 (b)		500		482
5.70% (SOFR+122bps), 11/18/25, Callable 11/18/24 @ 100 (b)		1,350		1,318
Truist Bank, 5.04% (SOFRRATE+20bps), 1/17/24, Callable 6/5/23 @ 100 (b)		805		794
Truist Financial Corp., 5.19% (SOFRRATE+40bps), 6/9/25, Callable 6/9/24 @ 100 (b)		1,000		961
United Financial Bancorp, Inc., 5.75%, 10/1/24		1,000		965
WEA Finance LLC/Westfield UK & Europe Finance PLC, 3.75%, 9/17/24, Callable 6/17/24 @ 100 (a)		1,250		1,184
				49,390
Health Care (0.8%):
Hikma Finance USA LLC, 3.25%, 7/9/25		500		475
Illumina, Inc., 5.80%, 12/12/25, Callable 11/12/25 @ 100		750		762
Little Co. of Mary Hospital of Indiana, Inc., 1.97%, 11/1/25		670		620
The Cigna Group, 5.69%, 3/15/26, Callable 3/15/24 @ 100		500		503
				2,360
Industrials (3.0%):
American Airlines Pass Through Trust, 4.38%, 6/15/24 (a)		690		671
Aviation Capital Group LLC 4.38%, 1/30/24, Callable 12/30/23 @ 100 (a)		673		661
4.88%, 10/1/25, Callable 7/1/25 @ 100 (a)		1,000		969

See notes to financial statements.

Victory Portfolios III
Victory Ultra Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Daimler Trucks Finance North America LLC, 5.84% (SOFR+100bps), 4/5/24 (a) (b)	$	1,000	$	997
Hexcel Corp., 4.95%, 8/15/25, Callable 5/15/25 @ 100		1,000		983
Regal Rexnord Corp., 6.05%, 2/15/26 (a)	��	1,000		1,014
Spirit Airlines Pass Through Trust, 4.45%, 4/1/24		1,771		1,733
Stanley Black & Decker, Inc., 6.27%, 3/6/26, Callable 3/6/24 @ 100 (h)		1,250		1,264
United Airlines Pass Through Trust 4.30%, 8/15/25		723		692
4.88%, 1/15/26		519		500
				9,484
Information Technology (0.6%):
Arrow Electronics, Inc., 6.13%, 3/1/26, Callable 3/1/24 @ 100		685		685
Hewlett Packard Enterprise Co., 5.90%, 10/1/24		1,000		1,011
				1,696
Materials (0.6%):
Celanese US Holdings LLC 5.90%, 7/5/24		500		500
6.05%, 3/15/25		500		502
Sasol Financing USA LLC, 5.88%, 3/27/24, Callable 2/27/24 @ 100		1,000		989
				1,991
Real Estate (1.5%):
Boston Properties LP 3.80%, 2/1/24, Callable 11/1/23 @ 100		350		341
3.20%, 1/15/25, Callable 10/15/24 @ 100		1,000		955
GLP Capital LP GLP Financing II, Inc., 3.35%, 9/1/24, Callable 8/1/24 @ 100		1,000		968
Retail Opportunity Investments Partnership LP, 5.00%, 12/15/23, Callable 9/15/23 @ 100		500		487
SBA Tower Trust, 2.84%, 1/15/25, Callable 1/15/24 @ 100 (a)		1,000		954
VICI Properties LP/VICI Note Co., Inc., 3.50%, 2/15/25, Callable 6/5/23 @ 100.88 (a) (h)		1,000		962
				4,667
Utilities (1.7%):
CenterPoint Energy, Inc., 5.37% (SOFR+65bps), 5/13/24, Callable 5/22/23 @ 100 (b)		1,500		1,496
Metropolitan Edison Co., 4.00%, 4/15/25 (a)		1,500		1,446
NextEra Energy Capital Holdings, Inc., 6.05%, 3/1/25		500		508
NRG Energy, Inc., 3.75%, 6/15/24, Callable 5/15/24 @ 100 (a)		500		486
Southern Power Co., 2.75%, 9/20/23, Callable 7/20/23 @ 100		1,500		1,482
				5,418
Total Corporate Bonds (Cost $97,736)				96,221
Yankee Dollars (14.9%)
Communication Services (0.3%):
Bharti Airtel International Netherlands BV, 5.35%, 5/20/24 (a)		1,000		1,001

See notes to financial statements.

Victory Portfolios III
Victory Ultra Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Consumer Discretionary (0.6%):
International Game Technology PLC, 4.13%, 4/15/26, Callable 6/5/23 @ 102.06 (a)	$	1,030	$	991
Nissan Motor Co. Ltd., 3.52%, 9/17/25, Callable 8/17/25 @ 100 (a)		916		856
				1,847
Energy (1.0%):
Harvest Operations Corp., 1.00%, 4/26/24, Callable 6/5/23 @ 100 (a)		714		686
Petroleos Mexicanos, 4.25%, 1/15/25 (h)		1,000		952
TransCanada PipeLines Ltd., 6.31% (SOFRINDX+152bps), 3/9/26, Callable 3/9/24 @ 100 (b)		1,500		1,509
				3,147
Financials (10.7%):
Avolon Holdings Funding Ltd. 5.13%, 10/1/23, Callable 9/1/23 @ 100 (a)		500		498
2.88%, 2/15/25, Callable 1/15/25 @ 100 (a)		1,000		938
Bank of Montreal, 5.43% (SOFR+62bps), 9/15/26, MTN (b)		1,500		1,472
Barclays PLC 4.34% (LIBOR03M+136bps), 5/16/24, Callable 5/16/23 @ 100 (b)		1,000		999
7.33% (H15T1Y+305bps), 11/2/26, Callable 11/2/25 @ 100 (b)		500		520
Commonwealth Bank of Australia, 5.33% (SOFR+52bps), 6/15/26 (a) (b)		1,500		1,477
Credit Suisse AG, 5.23% (SOFR+39bps), 2/2/24 (b)		1,000		968
Danske Bank A/S, 0.98%, 9/10/25, Callable 9/10/24 @ 100 (a)		1,000		932
Deutsche Bank AG 4.50%, 4/1/25		1,000		938
3.96% (SOFR+258bps), 11/26/25, Callable 11/26/24 @ 100 (b)		603		575
Enel Finance International NV, 6.80%, 10/14/25 (a)		500		518
HSBC Holdings PLC 5.32% (SOFR+58bps), 11/22/24, Callable 11/22/23 @ 100 (b)		1,000		986
6.22% (SOFR+143bps), 3/10/26, Callable 3/10/25 @ 100 (b)		1,000		999
ING Groep NV 6.48% (SOFRINDX+164bps), 3/28/26, Callable 3/28/25 @ 100 (b)		500		502
5.85% (SOFRINDX+101bps), 4/1/27, Callable 4/1/26 @ 100 (b)		500		488
Lloyds Banking Group PLC 3.87% (H15T1Y+350bps), 7/9/25, Callable 7/9/24 @ 100 (b)		250		244
3.51% (H15T1Y+160bps), 3/18/26, Callable 3/18/25 @ 100 (b)		750		722
Macquarie Group Ltd., 5.55% (SOFR+71bps), 10/14/25, Callable 10/14/24 @ 100 (a) (b)		1,500		1,475
Mitsubishi UFJ Financial Group, Inc., 5.67% (SOFR+94bps), 2/20/26, Callable 2/20/25 @ 100 (b)		1,185		1,173
Mizuho Financial Group, Inc., 5.69% (SOFR+96bps), 5/22/26, Callable 5/22/25 @ 100 (b)		1,000		988
National Australia Bank Ltd., 5.49% (SOFR+65bps), 1/12/27 (a) (b)		1,250		1,231
NatWest Markets PLC 6.28% (SOFR+145bps), 3/22/25 (a) (b)		500		497
5.60% (SOFR+76bps), 9/29/26 (a) (b)		1,000		964
Nordea Bank Abp 5.89% (LIBOR03M+94bps), 8/30/23 (a) (b)		1,000		1,000
5.74% (SOFRRATE+96bps), 6/6/25 (a) (b)		500		497
Park Aerospace Holdings Ltd., 5.50%, 2/15/24 (a)		500		496

See notes to financial statements.

Victory Portfolios III
Victory Ultra Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Royal Bank of Canada 5.20% (SOFR+36bps), 7/29/24 (b) (h)	$	1,000	$	992
5.43% (SOFR+59bps), 11/2/26, MTN (b) (h)		500		489
Santander UK Group Holdings PLC 4.80% (LIBOR03M+157bps), 11/15/24, Callable 11/15/23 @ 100 (b)		292		289
1.09% (SOFR+79bps), 3/15/25, Callable 3/15/24 @ 100 (b)		1,000		952
Societe Generale SA, 5.89% (SOFR+105bps), 1/21/26, Callable 1/21/25 @ 100 (a) (b)		1,700		1,661
Standard Chartered PLC 3.79% (LIBOR03M+156bps), 5/21/25, Callable 5/21/24 @ 100 (a) (b)		851		831
7.78% (H15T1Y+310bps), 11/16/25, Callable 11/16/24 @ 100 (a) (b)		750		772
Sumitomo Mitsui Trust Bank Ltd., 5.24% (SOFR+44bps), 9/16/24 (a) (b)		1,000		992
The Bank of Nova Scotia, 5.32% (SOFR+55bps), 3/2/26 (b)		1,250		1,226
The Toronto-Dominion Bank, 5.39% (SOFR+59bps), 9/10/26 (b)		1,500		1,467
UBS AG, 5.07% (SOFR+36bps), 2/9/24 (a) (b)		500		498
Westpac Banking Corp., 5.30% (SOFR+52bps), 6/3/26 (b)		1,500		1,478
				33,744
Industrials (0.7%):
AerCap Ireland Capital DAC/AerCap Global Aviation Trust, 5.52% (SOFRRATE+68bps), 9/29/23 (b)		250		249
Aircastle Ltd. 4.40%, 9/25/23, Callable 8/25/23 @ 100		451		448
4.13%, 5/1/24, Callable 2/1/24 @ 100		750		734
The Weir Group PLC, 2.20%, 5/13/26, Callable 4/13/26 @ 100 (a)		900		813
				2,244
Information Technology (0.3%):
SK Hynix, Inc., 6.25%, 1/17/26 (a)		750		752
Materials (1.3%):
NOVA Chemicals Corp., 4.88%, 6/1/24, Callable 3/3/24 @ 100 (a)		1,312		1,295
OCI NV, 4.63%, 10/15/25, Callable 6/5/23 @ 102.31 (a)		1,504		1,438
POSCO Holdings, Inc., 2.50%, 1/17/25 (a) (h)		510		489
Syngenta Finance NV, 4.89%, 4/24/25, Callable 2/24/25 @ 100 (a)		1,000		987
				4,209
Total Yankee Dollars (Cost $47,834)				46,944
Municipal Bonds (1.4%)
California (0.3%):
California Statewide Communities Development Authority Revenue, 1.31%, 4/1/25		500		468
Golden State Tobacco Securitization Corp. Revenue, Series B, 0.99%, 6/1/24		500		478
				946
Guam (0.1%):
Antonio B Won Pat International Airport Authority Revenue, Series A, 2.50%, 10/1/25		300		281
Indiana (0.1%):
Indiana Finance Authority Revenue, 1.72%, 11/15/23		300		294

See notes to financial statements.

Victory Portfolios III
Victory Ultra Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
New Jersey (0.2%):
New Jersey Economic Development Authority Revenue, Series NNN, 2.88%, 6/15/24	$	320	$	313
South Jersey Transportation Authority Revenue, Series B, 2.10%, 11/1/24		500		476
				789
North Carolina (0.3%):
North Carolina Capital Facilities Finance Agency Revenue, Series B, 1.05%, 10/1/23		825		807
Pennsylvania (0.3%):
Allegheny County IDA Revenue (LOC-PNC Financial Services Group), 5.20%, 11/1/27, Callable 6/1/23 @ 100 (i)		1,000		1,000
Texas (0.1%):
San Antonio Education Facilities Corp. Revenue, 1.74%, 4/1/25		255		237
Total Municipal Bonds (Cost $4,500)				4,354
U.S. Treasury Obligations (3.1%)
U.S. Treasury Bills 4.62%, 6/6/23 (j)		1,000		995
4.88%, 9/7/23 (j)		1,500		1,474
U.S. Treasury Notes 5.16% (USBMMY3M+3bps), 7/31/23 (b)		1,500		1,499
2.50%, 1/31/24		1,000		982
2.75%, 2/15/24		1,000		983
2.38%, 2/29/24		1,000		980
2.25%, 4/30/24		1,000		975
2.50%, 4/30/24		1,000		977
3.00%, 7/31/24		1,000		981
Total U.S. Treasury Obligations (Cost $9,839)				9,846
Commercial Paper (12.4%) (j)
Arrow Electronics Pvt. Ltd., 5.33%, 5/3/23 (a)		1,000		999
AutoNation, Inc. 5.30%, 5/2/23 (a)		1,000		999
5.31%, 5/3/23 (a)		2,000		1,999
Aviation Capital Group LLC, 5.20%, 5/22/23 (a)		1,000		997
BP Capital Markets PLC, 5.01%, 5/12/23 (a)		1,000		998
Canadian Natural Resources Ltd., 5.52%, 5/3/23 (a)		2,000		1,998
Constellation Brands, Inc., 5.41%, 5/12/23 (a)		1,000		998
Crown Castle International Corp. 5.31%, 5/4/23 (a)		1,500		1,499
5.49%, 5/23/23 (a)		500		498
Crown Castle, Inc., 5.35%, 5/9/23 (a)		1,000		998
FMC Corp. 5.33%, 5/1/23 (a)		2,000		1,999
5.40%, 5/11/23 (a)		500		499
5.53%, 5/24/23 (a)		500		498
Glencore Funding LLC, 5.08%, 5/3/23 (a)		1,500		1,499

See notes to financial statements.

Victory Portfolios III
Victory Ultra Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares or Principal Amount		Value
Global Payments, Inc. 5.63%, 5/1/23	$	2,100	$	2,099
5.64%, 5/2/23		1,000		999
International Flavors & Fragnance, Inc., 5.17%, 5/18/23 (a)		1,000		997
Jabil, Inc. 5.48%, 5/1/23 (a)		1,500		1,499
5.49%, 5/2/23 (a)		1,000		1,000
Ovintiv, Inc., 2.28%, 5/3/23		2,500		2,499
Quanta Services, Inc. 5.32%, 5/1/23 (a)		1,000		1,000
5.33%, 5/2/23 (a)		1,000		999
5.35%, 5/4/23 (a)		500		500
Ridgefield Funding Co. LLC 4.92%, 5/15/23 (a)		1,500		1,496
4.94%, 5/18/23 (a)		500		499
Roche Holding AG, 4.80%, 5/1/23 (a)		600		600
Ryder System, Inc., 5.03%, 5/1/23 (a)		1,000		1,000
Targa Resources Corp., 4.69%, 5/1/23 (a)		3,100		3,099
The Sherwin-Williams Co., 4.95%, 5/2/23 (a)		1,000		999
Walgreens Boots Alliance, Inc., 5.53%, 5/1/23 (a)		3,100		3,099
Total Commercial Paper (Cost $38,876)				38,862
Collateral for Securities Loaned (1.3%)^
Goldman Sachs Financial Square Government Fund, Institutional Shares, 4.77% (k)		1,023,966		1,024
HSBC U.S. Government Money Market Fund, Institutional Shares, 4.76% (k)		1,023,966		1,024
Invesco Government & Agency Portfolio, Institutional Shares, 4.78% (k)		1,023,966		1,024
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 4.77% (k)		1,023,966		1,024
Total Collateral for Securities Loaned (Cost $4,096)				4,096
Total Investments (Cost $326,065) — 101.8%				320,312
Liabilities in excess of other assets — (1.8)%				(5,791	)
NET ASSETS — 100.00%			$	314,521

At April 30, 2023, the Fund's investments in foreign securities were 20.4% of net assets.

^ Purchased with cash collateral from securities on loan.

(a) Rule 144A security or other security that is restricted as to resale to institutional investors. As of April 30, 2023, the fair value of these securities was $191,561 thousands and amounted to 60.9% of net assets.

(b) Variable or Floating-Rate Security. Rate disclosed is as of April 30, 2023.

(c) The rate for certain asset-backed and mortgage-backed securities may vary based on factors relating to the pool of assets underlying the security. The rate disclosed is the rate in effect at April 30, 2023.

(d) Security is interest only.

(e) Zero-coupon bond.

(f) Rounds to less than $1 thousand.

See notes to financial statements.

Victory Portfolios III
Victory Ultra Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(g) The rates for this senior secured loan will be known on settlement date of the loan, subsequent to this report date. Senior secured loans have rates that will fluctuate over time in line with prevailing interest rates.

(h) All or a portion of this security is on loan.

(i) Variable Rate Demand Notes that provide the rights to sell the security at face value on either that day or within the rate-reset period. The interest rate is reset on the put date at a stipulated daily, weekly, monthly, quarterly, or other specified time interval to reflect current market conditions. These securities do not indicate a reference rate and spread in their description.

(j) Rate represents the effective yield at April 30, 2023.

(k) Rate disclosed is the daily yield on April 30, 2023.

bps — Basis points

H15T1Y — 1 Year Treasury Constant Maturity Rate

IDA — Industrial Development Authority

LIBOR — London Interbank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of April 30, 2023, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of April 30, 2023, based on the last reset date of the security

LLC — Limited Liability Company

LOC — Letter of Credit

LP — Limited Partnership

MTN — Medium Term Note

PLC — Public Limited Company

SOFR — Secured Overnight Financing Rate

SOFR30A — 30-day average of SOFR, rate disclosed as of April 30, 2023.

SOFRINDX — SOFR Index measures the cumulative impact of compounding the SOFR each business day.

SOFR01M — 1 Month SOFR, rate disclosed as of April 30, 2023.

TSFR — Term SOFR

TSFR1M — 1 month Term SOFR, rate disclosed as of April 30, 2023.

TSFR3M — 3 month Term SOFR, rate disclosed as of April 30, 2023.

USBMMY3M — 3 Month Treasury Bill Rate

Credit Enhancements — Adds the financial strength of the provider of the enhancement to support the issuer's ability to repay the principal and interest payments when due. The enhancement may be provided by a high-quality bank, insurance company or other corporation, or a collateral trust. The enhancements do not guarantee the market values of the securities.

LOC Principal and interest payments are guaranteed by a bank letter of credit or other bank credit agreement.

See notes to financial statements.

Victory Portfolios III

Statement of Assets and Liabilities
April 30, 2023

(Amounts in Thousands, Except Per Share Amounts)

	Victory Ultra Short-Term Bond Fund
Assets:
Investments, at value (Cost $326,065)	$	320,312	(a)
Cash		1,928
Receivables:
Interest		1,681
Capital shares issued		122
From Adviser		16
Prepaid expenses		34
Total Assets		324,093
Liabilities:
Payables:
Collateral received on loaned securities		4,096
Distributions		18
Investments purchased		4,987
Capital shares redeemed		291
Accrued expenses and other payables:
Investment advisory fees		75
Administration fees		32
Custodian fees		5
Transfer agent fees		24
Compliance fees		—	(b)
12b-1 fees		—	(b)
Other accrued expenses		44
Total Liabilities		9,572
Net Assets:
Capital		323,032
Total accumulated earnings/(loss)		(8,511	)
Net Assets	$	314,521
Net Assets
Fund Shares	$	166,303
Institutional Shares		143,135
Class A		135
Class R6		4,948
Total	$	314,521
Shares (unlimited number of shares authorized with no par value):
Fund Shares		16,786
Institutional Shares		14,445
Class A		14
Class R6		499
Total		31,744
Net asset value, offering and redemption price per share: (c)
Fund Shares	$	9.91
Institutional Shares		9.91
Class A		9.91
Class R6		9.92

(a) Includes $3,952 thousand of securities on loan.

(b) Rounds to less than $1 thousand.

See notes to financial statements.

Victory Portfolios III

Statements of Operations

(Amounts in Thousands)

	Victory Ultra Short-Term Bond Fund
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022
Investment Income:
Interest	$	4,826		$	7,646
Securities lending (net of fees)		17			20
Total Income		4,843			7,666
Expenses:
Investment advisory fees		279			827
Administration fees — Fund Shares		83			282
Administration fees — Institutional Shares		40			103
Administration fees — Class A		—	(b)		1
Administration fees — Class R6		1			2
Sub-Administration fees		8			24
12b-1 fees — Class A		—	(b)		1
Custodian fees		10			37
Transfer agent fees — Fund Shares		51			166
Transfer agent fees — Institutional Shares		40			103
Transfer agent fees — Class A		—	(b)		1
Transfer agent fees — Class R6		—	(b)		—	(b)
Trustees' fees		16			47
Compliance fees		1			2
Legal and audit fees		37			62
State registration and filing fees		34			172
Other expenses		31			78
Recoupment of prior expenses waived/reimbursed by Adviser		—			15
Total Expenses		631			1,923
Expenses waived/reimbursed by Adviser		(27	)		(127	)
Net Expenses		604			1,796
Net Investment Income (Loss)		4,239			5,870
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		(294	)		(200	)
Net change in unrealized appreciation/depreciation on investment securities		1,897			(7,968	)
Net realized/unrealized gains (losses) on investments		1,603			(8,168	)
Change in net assets resulting from operations	$	5,842		$	(2,298	)

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

(b) Rounds to less than $1 thousand.

See notes to financial statements.

Victory Portfolios III

Statements of Changes in Net Assets

(Amounts in Thousands)

	Victory Ultra Short-Term Bond Fund
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021
From Investments:
Operations:
Net Investment Income (Loss)	$	4,239		$	5,870		$	2,613
Net realized gains (losses)		(294	)		(200	)		615
Net change in unrealized appreciation/depreciation		1,897			(7,968	)		(1,069	)
Change in net assets resulting from operations		5,842			(2,298	)		2,159
Distributions to Shareholders:
Fund Shares		(2,380	)		(3,697	)		(1,931	)
Institutional Shares		(1,788	)		(2,094	)		(644	)
Class A		(2	)		(15	)		(1	)
Class R6		(74	)		(82	)		(43	)
Change in net assets resulting from distributions to shareholders		(4,244	)		(5,888	)		(2,619	)
Change in net assets resulting from capital transactions		36,038			(7,704	)		17,023
Change in net assets		37,636			(15,890	)		16,563
Net Assets:
Beginning of period		276,885			292,775			276,212
End of period	$	314,521		$	276,885		$	292,775

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Statements of Changes in Net Assets

(Amounts in Thousands) (continued)

	Victory Ultra Short-Term Bond Fund
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021
Capital Transactions:
Fund Shares
Proceeds from shares issued	$	6,792		$	26,263		$	59,548
Distributions reinvested		2,312			3,566			1,867
Cost of shares redeemed		(13,174	)		(66,006	)		(62,768	)
Total Fund Shares	$	(4,070	)	$	(36,177	)	$	(1,353	)
Institutional Shares
Proceeds from shares issued	$	50,702		$	88,727		$	86,636
Distributions reinvested		1,786			2,091			642
Cost of shares redeemed		(11,990	)		(65,575	)		(63,509	)
Total Institutional Shares	$	40,498		$	25,243		$	23,769
Class A
Proceeds from shares issued	$	30		$	1,934		$	200
Distributions reinvested		1			1			1
Cost of shares redeemed		(30	)		(1,854	)		(160	)
Total Class A	$	1		$	81		$	41
Class R6
Proceeds from shares issued	$	202		$	4,293		$	1,581
Distributions reinvested		74			82			27
Cost of shares redeemed		(667	)		(1,226	)		(7,042	)
Total Class R6	$	(391	)	$	3,149		$	(5,434	)
Change in net assets resulting from capital transactions	$	36,038		$	(7,704	)	$	17,023
Share Transactions:
Fund Shares
Issued		686			2,644			5,864
Reinvested		233			361			184
Redeemed		(1,330	)		(6,648	)		(6,183	)
Total Fund Shares		(411	)		(3,643	)		(135	)
Institutional Shares
Issued		5,119			8,886			8,536
Reinvested		180			212			63
Redeemed		(1,210	)		(6,615	)		(6,256	)
Total Institutional Shares		4,089			2,483			2,343
Class A
Issued		3			196			20
Reinvested		—	(b)		—	(b)		—	(b)
Redeemed		(3	)		(188	)		(16	)
Total Class A		—	(b)		8			4
Class R6
Issued		20			435			156
Reinvested		7			8			3
Redeemed		(67	)		(124	)		(694	)
Total Class R6		(40	)		319			(535	)
Change in Shares		3,638			(833	)		1,677

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

(b) Rounds to less than 1 thousand shares.

See notes to financial statements.

Victory Portfolios III

Financial Highlights

For a Share Outstanding Throughout Each Period

	Victory Ultra Short-Term Bond Fund
	Fund Shares
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Net Asset Value, Beginning of Period	$	9.85		$	10.12		$	10.13		$	10.05		$	9.89		$	9.97
Investment Activities:
Net investment income (loss)		0.14	(b)		0.19	(b)		0.09	(b)		0.20	(b)		0.27	(b)		0.22
Net realized and unrealized gains (losses)		0.06			(0.26	)		(0.01	)		0.08			0.16			(0.08	)
Total from Investment Activities		0.20			(0.07	)		0.08			0.28			0.43			0.14
Distributions to Shareholders from:
Net investment income		(0.14	)		(0.20	)		(0.09	)		(0.20	)		(0.27	)		(0.22	)
Total Distributions		(0.14	)		(0.20	)		(0.09	)		(0.20	)		(0.27	)		(0.22	)
Net Asset Value, End of Period	$	9.91		$	9.85		$	10.12		$	10.13		$	10.05		$	9.89
Total Return (c) (d)		2.05	%		(0.68	)%		0.80	%		2.81	%		4.37	%		1.40	%
Ratios to Average Net Assets:
Net Expenses (e) (f) (g) (h)		0.66	%		0.63	%		0.62	%		0.60	%		0.61	%		0.60	%
Net Investment Income (Loss) (e)		4.32	%		1.96	%		0.89	%		2.01	%		2.69	%		2.19	%
Gross Expenses (e) (f)		0.68	%		0.63	%		0.62	%		0.60	%		0.61	%		0.60	%
Supplemental Data:
Net Assets at end of period (000's)	$	166,303		$	169,400		$	210,831		$	212,503		$	275,168		$	283,769
Portfolio Turnover (c) (i)		15	%		45	%		57	%		39	%		59	%		48	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(e) Annualized for periods less than one year.

(f) Does not include acquired fund fees and expenses, if any.

(h) From the period beginning July 1, 2019, the amount of any waivers or reimbursements and the amount of any recoupment are calculated without regard to the impact of any performance adjustment to the Fund's management fee.

(i) Portfolio Turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Victory Ultra Short-Term Bond Fund
	Institutional Shares
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Net Asset Value, Beginning of Period	$	9.85		$	10.12		$	10.13		$	10.05		$	9.89		$	9.97
Investment Activities:
Net investment income (loss)		0.15	(b)		0.20	(b)		0.10	(b)		0.19	(b)		0.27	(b)		0.22
Net realized and unrealized gains (losses)		0.05			(0.26	)		(0.01	)		0.09			0.16			(0.08	)
Total from Investment Activities		0.20			(0.06	)		0.09			0.28			0.43			0.14
Distributions to Shareholders from:
Net investment income		(0.14	)		(0.21	)		(0.10	)		(0.20	)		(0.27	)		(0.22	)
Total Distributions		(0.14	)		(0.21	)		(0.10	)		(0.20	)		(0.27	)		(0.22	)
Net Asset Value, End of Period	$	9.91		$	9.85		$	10.12		$	10.13		$	10.05		$	9.89
Total Return (c) (d)		2.07	%		(0.62	)%		0.87	%		2.87	%		4.43	%		1.45	%
Ratios to Average Net Assets:
Net Expenses (e) (f) (g) (h)		0.58	%		0.57	%		0.55	%		0.56	%		0.55	%		0.55	%
Net Investment Income (Loss) (e)		4.45	%		2.03	%		0.96	%		1.86	%		2.75	%		2.25	%
Gross Expenses (e) (f)		0.60	%		0.67	%		0.55	%		0.63	%		0.64	%		0.77	%
Supplemental Data:
Net Assets at end of period (000's)	$	143,135		$	102,043		$	79,662		$	56,042		$	9,842		$	8,433
Portfolio Turnover (c) (i)		15	%		45	%		57	%		39	%		59	%		48	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(e) Annualized for periods less than one year.

(f) Does not include acquired fund fees and expenses, if any.

(i) Portfolio Turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Victory Ultra Short-Term Bond Fund
	Class A
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021			June 29, 2020(b) through December 31, 2020
Net Asset Value, Beginning of Period	$	9.85		$	10.12		$	10.13		$	9.90
Investment Activities:
Net investment income (loss) (c)		0.13			0.27			0.07			0.07
Net realized and unrealized gains (losses)		0.06			(0.36	)		(0.01	)		0.23
Total from Investment Activities		0.19			(0.09	)		0.06			0.30
Distributions to Shareholders from:
Net investment income		(0.13	)		(0.18	)		(0.07	)		(0.07	)
Total Distributions		(0.13	)		(0.18	)		(0.07	)		(0.07	)
Net Asset Value, End of Period	$	9.91		$	9.85		$	10.12		$	10.13
Total Return (excludes sales charges) (d) (e)		1.96	%		(0.91	)%		0.57	%		3.02	%
Ratios to Average Net Assets:
Net Expenses (f) (g) (h) (i)		0.92	%		0.85	%		0.85	%		0.84	%
Net Investment Income (Loss) (f)		4.07	%		2.77	%		0.65	%		1.32	%
Gross Expenses (f) (g)		11.79	%		2.73	%		14.86	%		108.95	%
Supplemental Data:
Net Assets at end of period (000's)	$	135		$	133		$	59		$	19
Portfolio Turnover (d) (j)		15	%		45	%		57	%		39	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

(b) Commencement of operations.

(d) Not annualized for periods less than one year.

(f) Annualized for periods less than one year.

(g) Does not include acquired fund fees and expenses, if any.

(h) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning June 29, 2020, and in effect through August 31, 2024, instead of coinciding with the Fund's fiscal year end.

(i) From the period beginning June 29, 2020, the amount of any waivers or reimbursements and the amount of any recoupment are calculated without regard to the impact of any performance adjustment to the Fund's management fee.

(j) Portfolio Turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Victory Ultra Short-Term Bond Fund
	Class R6
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Net Asset Value, Beginning of Period	$	9.86		$	10.12		$	10.13		$	10.05		$	9.88		$	9.97
Investment Activities:
Net investment income (loss)		0.15	(b)		0.25	(b)		0.11	(b)		0.21	(b)		0.29	(b)		0.24
Net realized and unrealized gains (losses)		0.06			(0.30	)		(0.02	)		0.09			0.17			(0.09	)
Total from Investment Activities		0.21			(0.05	)		0.09			0.30			0.46			0.15
Distributions to Shareholders from:
Net investment income		(0.15	)		(0.21	)		(0.10	)		(0.22	)		(0.29	)		(0.24	)
Total Distributions		(0.15	)		(0.21	)		(0.10	)		(0.22	)		(0.29	)		(0.24	)
Net Asset Value, End of Period	$	9.92		$	9.86		$	10.12		$	10.13		$	10.05		$	9.88
Total Return (c) (d)		2.12	%		(0.43	)%		0.91	%		3.02	%		4.70	%		1.51	%
Ratios to Average Net Assets:
Net Expenses (e) (f) (g) (h)		0.44	%		0.47	%		0.48	%		0.41	%		0.39	%		0.39	%
Net Investment Income (Loss) (e)		4.53	%		2.56	%		1.09	%		2.15	%		2.92	%		2.41	%
Gross Expenses (e) (f)		0.83	%		0.83	%		0.49	%		0.51	%		0.80	%		0.69	%
Supplemental Data:
Net Assets at end of period (000's)	$	4,948		$	5,309		$	2,223		$	7,648		$	6,518		$	4,980
Portfolio Turnover (c) (i)		15	%		45	%		57	%		39	%		59	%		48	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(e) Annualized for periods less than one year.

(f) Does not include acquired fund fees and expenses, if any.

(i) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

See notes to financial statements.

Victory Portfolios III

Notes to Financial Statements
April 30, 2023

1. Organization:

The accompanying financial statements are those of the Victory Ultra Short-Term Bond Fund (formerly USAA Ultra Short-Term Bond Fund) (the "Fund"). The Fund offers four classes of shares: Fund Shares, Institutional Shares, Class A, and Class R6. The Fund is classified as diversified under the 1940 Act.

2. Significant Accounting Policies:

Investment Valuation:

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:

• Level 1 — quoted prices (unadjusted) in active markets for identical securities

• Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, or credit spreads, applicable to those securities, etc.)

• Level 3 — significant unobservable inputs (including the Adviser's assumptions in determining the fair value of investments)

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Portfolio securities listed or traded on securities exchanges, are valued at the closing price on the exchange or system where the security is principally traded, if available, or at the Nasdaq Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.

Investments in open-end investment companies, other than ETFs, are valued at their net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.

Debt securities are valued each business day by a pricing service approved by the valuation designee and subject to the oversight of the Board. The pricing service uses the evaluated bid or the last sale price to value securities. Debt obligations maturing within 60 days may be valued at amortized cost, provided that the amortized cost represents the fair value of such securities. These valuations are typically categorized as Level 2 in the fair value hierarchy.

	Level 1		Level 2		Level 3		Total
Asset-Backed Securities	$	—	$	62,879	$	—	$	62,879
Collateralized Mortgage Obligations		—		45,382		—		45,382
Senior Secured Loans		—		11,728		—		11,728
Corporate Bonds		—		96,221		—		96,221
Yankee Dollars		—		46,944		—		46,944
Municipal Bonds		—		4,354		—		4,354
U.S. Treasury Obligations		—		9,846		—		9,846
Commercial Paper		—		38,862		—		38,862
Collateral for Securities Loaned		4,096		—		—		4,096
Total	$	4,096	$	316,216	$	—	$	320,312

As of April 30, 2023, there were no transfers into/out of Level 3.

Real Estate Investment Trusts ("REITs"):

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Investment Companies:

Open-End Funds:

Securities Purchased on a Delayed-Delivery or When-Issued Basis:

The Fund may purchase securities on a delayed-delivery or when-issued basis. Delivery and payment for securities that have been purchased by the Fund on a delayed-delivery or when-issued basis, or for delayed draws on loans can generally take place within 35 days a month or more after the trade date. Securities that require more than 35 days to settle are considered a senior security and subject to Rule 18f-4. At the time the Fund makes the commitment to purchase a security on a delayed-delivery or when-issued basis, the Fund records the transaction and reflects the value of the security in determining NAV. No interest accrues to the Fund until the transaction settles and payment takes place. If the Fund owns delayed-delivery or when-issued securities, these values are included in Payables for Investments purchased on the accompanying Statement of Assets and Liabilities.

Municipal Obligations:

The values of municipal obligations can fluctuate and may be affected by adverse tax, legislative, or political changes, and by financial developments affecting municipal issuers. Payments of municipal obligations may depend on a relatively limited source of revenue, resulting in greater credit risk. Future changes in federal tax laws or the activity of an issuer may adversely affect the tax-exempt status of municipal obligations.

Mortgage- and Asset-Backed Securities:

The values of some mortgage-related or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early repayment of principal on some mortgage-related securities may expose the Fund to a lower rate of return upon reinvestment of principal. The values of mortgage- and asset-backed securities depend in part on the credit quality and adequacy of the underlying assets or collateral and may fluctuate in response to the market's perception of these factors as well as current and future repayment rates. Some mortgage-backed securities are backed by the full faith and credit of the U.S. government (e.g., mortgage-backed securities issued by the Government National Mortgage Association, commonly known as "Ginnie Mae"), while other mortgage-backed securities (e.g., mortgage-backed securities issued by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation, commonly known as "Fannie Mae" and "Freddie Mac," respectively), are backed only by the credit of the government entity issuing them. In addition, some mortgage-backed securities are issued by private entities and, as such, are not guaranteed by the U.S. government or any agency or instrumentality of the U.S. government.

Leveraged Loans:

The Fund may invest in leveraged loans, a type of bank loan. Leveraged loans are adjustable-rate bank loans made to companies rated below investment grade. The interest rates on leveraged loans are reset periodically based upon the fluctuations of a base interest rate such as the Secured Overnight Financing Rate ("SOFR") or London Interbank Offered Rate ("LIBOR") and a "spread" above that base interest rate that represents a risk premium to the lending banks and/or other participating investors. Many bank loans bear an adjustable rate of interest; however, leveraged loans provide for a greater "spread" over the base interest rate than other bank loans because they are considered to represent a greater credit risk. Because they are perceived to represent a greater credit risk, leveraged loans possess certain attributes that are similar to high-yield securities. However, because they are often secured by collateral of the borrower, leveraged loans possess certain attributes that are similar to other bank loans.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date or the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discounts. Gains or losses realized on sales of securities are recorded on the identified cost basis. Paydown gains or losses on applicable securities, if any, are recorded as components of Interest on the Statements of Operations.

The Fund may receive other income from investments in loan assignments and/or unfunded commitments, including amendment fees, consent fees, and commitment fees. These fees are recorded as income when received. These amounts, if received, are included in Interest on the Statements of Operations.

Securities Lending:

The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or repledged, except to satisfy borrower default.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of April 30, 2023.

Value of Securities on Loan				Non-Cash Collateral				Cash Collateral
$	3,952			$	—			$	4,096

Federal Income Taxes:

The Fund intends to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund had a tax year end of December 31, and effective April 30, 2023, the Fund changed its tax year end to April 30.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Allocations:

Cross-Trade Transactions:

Pursuant to Rule 17a-7 under the 1940 Act, the Fund may engage in cross-trades, which are securities transactions with affiliated investment companies and advisory accounts managed by the Adviser and any applicable sub-adviser under specified conditions outlined in the valuation policies and procedures adopted by the Board. In addition, as defined under the valuation policies and procedures, each transaction must be effected at the independent current market price. For the four months ended April 30, 2023, the Fund did not engage in securities transactions with affiliated funds.

For the year ended December 31, 2022, the Fund engaged in the following securities transactions with affiliated funds, which resulted in the following net realized gains (losses) (amounts in thousands):

Purchases				Sales				Net Realized Gains (Losses)
$	2,000			$	2,000			$	—

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the four months ended April 30, 2023, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities				U.S. Government Securities
Purchases		Sales		Purchases		Sales
$	62,347	$	35,207	$	5,832	$	980

4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.24% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the four months ended April 30, 2023, and the year ended December 31, 2022, are reflected on the Statements of Operations as Investment advisory fees.

The performance adjustment for each share class is accrued daily and calculated monthly by comparing the respective class' performance to that of the Lipper Ultra Short Obligations Funds Index. The Lipper

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Ultra Short Obligations Funds Index tracks the total return performance of the largest funds within the Lipper Ultra Short Obligations Funds category.

The performance period for each share class consists of the current month plus the previous 35 months. The following table is utilized to determine the extent of the performance adjustment:

Over/Under Performance Relative to Index (in basis points)^(a)		Annual Adjustment Rate (in basis points)
	+/- 20 to 50		+/- 4
	+/- 51 to 100		+/- 5
	+/- 101 and greater		+/- 6

(a) Based on the difference between the average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point.

Each class' annual performance adjustment rate is multiplied by the average daily net assets of the respective class over the entire performance period, which is then multiplied by a fraction, the numerator of which is the number of days in the month and the denominator of which is 365 (366 in leap years). The resulting amount is then added to (in the case of overperformance), or subtracted from (in the case of underperformance) the base fee.

Under the performance fee arrangement, each class pays a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper Ultra Short Obligations Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period January 1, 2023, to April 30, 2023, performance adjustments were $34, $12, less than $1, and $1 for Fund Shares, Institutional Shares, Class A, and Class R6, in thousands, respectively. Performance adjustments were 0.06%, 0.03%, 0.07%, and 0.05% for Fund Shares, Institutional Shares, Class A, and Class R6, respectively. For the period January 1, 2022, to December 31, 2022, performance adjustments were $97, $21, less than $1, and $2 for Fund Shares, Institutional Shares, Class A, and Class R6, in thousands, respectively. Performance adjustments were less than 0.05%, 0.02%, less than 0.01%, and 0.08% for Fund Shares, Institutional Shares, Class A, and Class R6, respectively. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019, permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the four months ended April 30, 2023 and the year ended December 31, 2022, the Fund had no subadvisers.

Administration and Servicing Fees:

VCM also serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15%, 0.10%, 0.15%, and 0.05%, which is based on the Fund's average daily net assets of the Fund Shares, Institutional Shares, Class A, and Class R6, respectively. Amounts incurred for the four months ended April 30, 2023, and the year ended December 31, 2022, are reflected on the Statements of Operations as Administration fees.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser, provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual charge of $25.50 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent fees for Institutional Shares, Class A, and Class R6 are paid monthly based on a fee accrued daily at an annualized rate of 0.10%, 0.10% and 0.01%, respectively, of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the four months ended April 30, 2023, and the year ended December 31, 2022, are reflected on the Statements of Operations as Transfer agent fees.

Distributor/Underwriting Services:

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% of the average daily net assets of Class A. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activity primarily intended to result in the sale of Class A. Amounts incurred and paid to the Distributor for the four months ended April 30, 2023, and the year ended December 31, 2022, are reflected on the Statements of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions in connection with sales of Class A. For the four months ended April 30, 2023, and the year ended December 31, 2022, the Distributor did not receive any commissions.

Other Fees:

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least August 31, 2024. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limits for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Performance adjustments, acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

the expense limits. As of April 30, 2023, the expense limits (excluding voluntary waivers) were 0.60%, 0.55%, 0.85%, and 0.39% for Fund Shares, Institutional Shares, Class A, and Class R6, respectively.

Expires 2023				Expires 2024				Expires 2025				Expires 2026				Total
$	20			$	11			$	127			$	27			$	185

As of December 31, 2022, the following amounts were available to be repaid to the Adviser (amounts in thousands).

Expires 2023				Expires 2024				Expires 2025				Total
$	27			$	11			$	127			$	165

5. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Credit Risk — The fixed-income securities in the Fund's portfolio are subject to credit risk, which is the possibility that an issuer of a fixed-income security will fail to make timely interest and/or principal payments on its securities or that negative market perceptions of the issuer's ability to make such payments will cause the price of that security to decline. The Fund accepts some credit risk as a recognized means to enhance an investor's return. All fixed-income securities, varying from the highest quality to the very speculative, have some degree of credit risk.

Debt Securities Risk — The value of a debt security or other income-producing security changes in response to various factors including, for example, market-related factors (such as changes in interest rates or changes in the risk appetite of investors generally) and changes in the actual or perceived ability of the issuer (or of issuers generally) to meet its (or their) obligations. Other factors that may affect the value of debt securities include, among others, public health crises and responses by governments and companies to such crises. These and other events may affect the creditworthiness of the issuer of a debt security and may impair an issuer's ability to timely meet its debt obligations as they come due.

Management Risk — The Fund is actively managed, and the investment techniques and risk analyses used by the Fund's portfolio managers may not produce the desired results.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

depends on the LIBOR currency and tenor. With limited exceptions, no new LIBOR obligations will be entered into after December 31, 2021. Existing LIBOR obligations have transitioned or will transition to another benchmark, depending on the LIBOR currency and tenor. For some existing LIBOR-based obligations, the contractual consequences of the discontinuation of LIBOR may not be clear.

Non-LIBOR floating-rate obligations, including Secured Overnight Financing Rate ("SOFR")-based obligations, may have returns and values that fluctuate more than those of floating-rate debt obligations that are based on LIBOR or other rates. Also, because SOFR and some alternative floating rates are relatively new market indexes, markets for certain non-LIBOR obligations may never develop or may not be liquid. Market terms for non-LIBOR floating rate obligations, such as the spread over the index reflected in interest-rate provisions, may evolve over time, and prices of non-LIBOR floating rate obligations may be different depending on when they are issued and changing views about correct spread levels.

Various SOFR-based rates, including SOFR-based term rates, and various non-SOFR-based rates are expected to develop in response to the discontinuation of U.S. dollar LIBOR, which may create various risks for the Fund and the financial markets more generally. There are non-LIBOR forward-looking floating rates that are not based on SOFR and that may be considered by participants in the financial markets as LIBOR alternatives. Such rates include AMERIBOR (American Interbank Offered Rate), BSBY (Bloomberg Short-Term Bank Yield Index) and BYI (Bank Yield Index). Unlike forward-looking SOFR-based term rates, such rates are intended to reflect a bank credit spread component.

It is not clear how replacement rates for LIBOR — including SOFR-based rates and non-SOFR-based rates — will develop and to what extent they will be used. There is no assurance that these replacement rates will be suitable substitutes for LIBOR, and thus the substitution of such rates for LIBOR could have an adverse effect on the Fund and the financial markets more generally. Concerns about market depth and stability could affect the development of non-SOFR-based term rates, and such rates may create various risks, which may or may not be similar to the risks relating to SOFR.

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, terrorism, trade disputes, inflation rates, interest rate levels and other fiscal and monetary policy changes, cybersecurity incidents, pandemics and other public health crises, sanctions against a particular foreign country, its nationals, businesses or industries and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, or other catastrophes, may add to instability in global economies and markets generally, and may lead to increased market volatility. Global economies and financial markets are highly interconnected, which increases the possibility that conditions in one country or region might adversely affect issuers in another country or region. The impact of these and other factors may be short-term or may last for extended periods.

6. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the four months ended April 30, 2023, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from January 1, 2022, through June 27, 2022, interest was based on the one-month LIBOR plus one percent. For the period June 28, 2022, through April 30, 2023, interest was based on the one-month SOFR plus 1.10 percent. The Fund did not experience a material financial impact transitioning from LIBOR to SOFR. Effective with the next amendment on June 27, 2023, the annual commitment fee of 0.15% will remain unchanged. Interest charged to the Fund during the period, if applicable, is reflected on the Statements of Operations under Line of credit fees

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

The Fund had no borrowings under the Line of Credit agreement during the four months ended April 30, 2023, and the year ended December 31, 2022.

Interfund Lending:

The Trust and the Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other fund in the Victory Funds Complex that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending.

The Fund did not utilize or participate in the Facility during the four months ended April 30, 2023, and the year ended December 31, 2022.

7. Federal Income Tax Information:

Distributions from the Fund's net investment income are accrued daily and distributed on the last business day of each month. Distributable net realized gains, if any, are declared and paid at least annually.

The amounts of dividends from net investment income and distributions from net realized gains (collectively, distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

As of April 30, 2023, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.

Four Months Ended April 30, 2023
Distributions paid from
Ordinary Income		Total Distributions Paid
$	4,244	$	4,244

Year Ended December 31, 2022						Year Ended December 31, 2021
Distributions Paid From						Distributions Paid From
Ordinary Income		Total Taxable Distributions		Total Distributions Paid		Ordinary Income		Total Taxable Distributions		Total Distributions Paid
$	5,888	$	5,888	$	5,888	$	2,619	$	2,619	$	2,619

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

As of April 30, 2023, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed Ordinary Income				Distributions Payable				Accumulated Earnings				Accumulated Capital and Other Losses				Unrealized Appreciation (Depreciation)*				Total Accumulated Earnings (Loss)
$	1,259			$	(1,212	)		$	47			$	(2,785	)		$	(5,773	)		$	(8,511	)

* The difference between the book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to tax deferral of losses on wash sales.

Short-Term Amount				Long-Term Amount				Total
$	1,984			$	801			$	2,785

Cost of Investments for Federal Tax Purposes				Gross Unrealized Appreciation				Gross Unrealized Depreciation				Net Unrealized Appreciation (Depreciation)
$	326,085			$	616			$	(6,389	)		$	(5,773	)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of Victory Ultra Short-Term Bond Fund (Formerly USAA Ultra Short-Term Bond Fund)

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Victory Ultra Short-Term Bond Fund (formerly USAA Ultra Short-Term Bond Fund) (the "Fund") (one of the funds constituting Victory Portfolios III (formerly USAA Mutual Funds Trust) (the "Trust")), including the schedule of portfolio investments as of April 30, 2023, and the related statements of operations for the period from January 1, 2023 through April 30, 2023 and the year ended December 31, 2022, the statements of changes in net assets for the period from January 1, 2023 through April 30, 2023 and each of the two years in the period ended December 31, 2022, the financial highlights for the period from January 1, 2023 through April 30, 2023 and each of the five years in the period ended December 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting Victory Portfolios III) at April 30, 2023, the results of its operations for the period from January 1, 2023 through April 30, 2023 and the year ended December 31, 2022, the changes in its net assets for the period from January 1, 2023 through April 30, 2023 and each of the two years in the period ended December 31, 2022, and its financial highlights for the period from January 1, 2023 through April 30, 2023 and each of the five years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2023, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
June 28, 2023

Victory Portfolios III

Supplemental Information
April 30, 2023

(Unaudited)

Trustee and Officer Information

Board of Trustees:

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Independent Trustees

Jefferson C. Boyce
(September 1957)

Independent Chair

Trustee since September 2013, Independent Chair since January 2021

Retired.

Westhab, Inc., New York Theological Seminary, American Filtration Corp.

Dawn M. Hawley
(February 1954)

Trustee

Trustee since April 2014

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Daniel S. McNamara
(June 1966)

Trustee

Trustee since January 2012

None

Paul L. McNamara
(July 1948)

Trustee

Trustee since January 2012

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Richard Y. Newton, III (January 1956)

Trustee

Trustee since March 2017

Terran Orbital Corp., American Made Filtration Corp.

Barbara B. Ostdiek, Ph.D.
(March 1964)

Trustee

Trustee since January 2008

None

John C. Walters
(February 1962)

Trustee

Trustee since July 2019

Retired.

Guardian Variable Products Trust (16 series)

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Fund

Term of
Office and
Length of
Time Served

Principal Occupation(s) Held
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Interested Trustee

David C. Brown
(May 1972)

Trustee

Trustee since July 2019

45 portfolios within the Trust; 40 portfolios within the Victory Portfolios, 25 series within the Victory Portfolios II, and 6 series within the Victory Variable Insurance Funds

None

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Officers of the Trust

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

James K. De Vries
(April 1969)

President

March 2018*

Scott Stahorsky
(July 1969)

Vice President

July 2019

Thomas Dusenberry
(July 1977)

Secretary

June 2022

Allan Shaer,
(March 1965)

Treasurer

July 2019*

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

Christopher Ponte,
(March 1984)

Assistant Treasurer

May 2023

Carol D. Trevino
(October 1965)

Assistant Treasurer

September 2018

Charles Booth
(April 1960)

Anti-Money Laundering Compliance Officer and Identity Theft Officer

July 2019

Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (2007-present).

Sean Fox
(September 1976)

Chief Compliance Officer

June 2022

* Effective May 1, 2023, Mr. De Vries resigned as Treasurer and accepted the position of President, and Mr. Shaer resigned as Assistant Treasurer and accepted the position of Treasurer.

Effective May 1, 2023, Christopher Dyer resigned as the President of the Trust.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent 12 months ended June 30 is available on the SEC's website at sec.gov.

Availability of Schedules of Portfolio Investments:

Expense Examples

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from November 1, 2022, through April 30, 2023.

	Beginning Account Value 11/1/22		Actual Ending Account Value 4/30/23		Hypothetical Ending Account Value 4/30/23		Actual Expenses Paid During Period 11/1/22- 4/30/23*		Hypothetical Expenses Paid During Period 11/1/22- 4/30/23*		Annualized Expense Ratio During Period 11/1/22- 4/30/23
Fund Shares	$	1,000.00	$	1,032.90	$	1,021.62	$	3.23	$	3.21		0.64	%
Institutional Shares		1,000.00		1,033.30		1,021.92		2.92		2.91		0.58	%
Class A		1,000.00		1,031.60		1,020.48		4.38		4.36		0.87	%
Class R6		1,000.00		1,034.00		1,022.61		2.22		2.21		0.44	%

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

Victory Ultra Short-Term Bond Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of Victory Portfolios III Trust (the "Trust") held on December 8-9, 2022, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 8-9, 2022 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 21, 2022.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

Advisory Agreement

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management program, (iv) derivatives risk management program, and (v) cybersecurity programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's net management fee rate — which includes advisory and administrative services and the effects of any performance adjustment, as well as any fee waivers and reimbursements — was above the median of its expense group and its expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were above the median of its expense group and its expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund.

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was below the average of its performance universe and its Lipper index for the one-year period ended June 30, 2022, and was above the average of its performance universe and its Lipper index for the three-, five- and ten-year periods ended June 30, 2022. The Board took into account management's discussion of the Fund's performance, including the reasons for the Fund's underperformance for certain periods.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Economies of Scale — The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board took into account management's discussion of the Fund's current advisory fee structure. The Board also considered the effect of the change in size, if any, of each of the Fund's classes on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and its affiliates and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Liquidity Risk Management Program:

The Victory Portfolio III Funds (the "Trust") have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage the Fund's liquidity risk, taking into consideration the Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short- and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The Trust's Board of Trustees approved the appointment of the Fund's investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.

At a meeting held on March 10, 2023, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N- RN (prior to August 2022, Form N-LIQUID) and recommended no material changes to the LRMP.

Privacy Policy

Protecting the Privacy of Information

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic, and procedural safeguards to guard your personal information.*

P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our website at:				Call
vcm.com				(800) 235-8396

94420-0723

April 30, 2023

Annual Report

Victory Capital Growth Fund

(Formerly USAA^® Capital Growth Fund)

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Victory Portfolios III

TABLE OF CONTENTS

Shareholder Letter (Unaudited)					2
Manager's Commentary (Unaudited)					4
Investment Overview (Unaudited)					6
Investment Objective & Portfolio Holdings (Unaudited)					7
Schedule of Portfolio Investments					8
Financial Statements
Statement of Assets and Liabilities					28
Statements of Operations					29
Statements of Changes in Net Assets					30
Financial Highlights					31
Notes to Financial Statements					33
Report of Independent Registered Public Accounting Firm					43
Supplemental Information (Unaudited)					44
Trustee and Officer Information					44
Proxy Voting and Portfolio Holdings Information					50
Expense Examples					50
Additional Federal Income Tax Information					51
Advisory Contract Approval					52
Liquidity Risk Management Program					55
Privacy Policy (inside back cover)

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

For more specific information, please consult your tax adviser.

• NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE

(Unaudited)

Dear Shareholder,

If you are reading this letter but double-checking your calendar, be assured there's no mistake. The annual reporting period for your Victory Mutual Fund (formerly USAA^® Mutual Fund) has shifted from a fiscal year ended July 31^st to a fiscal year ended April 30^th. This change has no impact on any of your investments and simply aims to help us improve efficiencies and reduce operational costs. Therefore, this letter covers an abbreviated "annual" period from August 1, 2022, through April 30, 2023. Future annual reports will cover the 12-month period ended April 30 going forward.

Our most recent reporting period has been a challenging time for investors marked by heightened geopolitical tensions, an ongoing war in Eastern Europe, elevated energy and food costs, and rising interest rates. Stubbornly high inflation has been particularly troublesome and surprised many throughout the past reporting period with some of the highest readings since the 1970s. In response, the U.S. Federal Reserve (the "Fed") continued with its monetary tightening and boosted the Fed funds interest rate repeatedly.

As the calendar year turned, financial markets—and equities in particular—appeared to shrug off many of these headwinds. Yet as we've become accustomed to, volatility returned thanks to some unexpected (and unwelcomed) turmoil within the banking sector. The Fed was forced to intervene and take measures to help maintain stability and avoid a wider contagion.

Through all the turmoil, the S&P 500^® Index, the bell-weather proxy for our domestic stock market, produced a total return of 2.27% for our abbreviated reporting period. The performance of fixed income markets has also been uneven and choppy. The Bloomberg U.S. Aggregate Bond Index—a proxy for the taxable, investment grade bond market and one that many investors and institutions follow closely—delivered a negative total return of 1.89% during the same period.

Although the overall tenor of financial markets was largely improved during the early months of 2023, we fully acknowledge that this continues to be a challenging time for investors. Bouts of stomach-churning volatility can take a toll on investors' psyche. Even when markets snap back sharply (as happened this past October and again earlier this calendar year), investors often wonder if they have missed an opportunity.

This reminds us of two enduring realities: 1) financial markets are dynamic and apt to change abruptly; 2) it's vital to remain calm and rational whenever faced with those inevitable times of turmoil.

On the following pages, you will find information relating to your Victory Mutual Fund. If you have any questions, we encourage you to contact our Investment Specialists. Call 800-235-8396, or visit our website at vcm.com.

From all of us here at Victory Capital, thank you for your ongoing confidence and for letting us help you work toward your investment goals.

James De Vries

President,
Victory Funds

Victory Capital Growth Fund

Managers' Commentary

(Unaudited)

• What were the market conditions during the reporting period?

The reporting period began with a rally that continued into mid-August, on hopes that the U.S. Federal Reserve (the "Fed") would pivot toward a more accommodative policy. However, messaging from Fed Chairman, Jerome Powell, and a stronger-than-expected inflation report in early September dampened investor optimism over the central bank's trajectory and the odds of avoiding recession. The Fed went on to hike rates aggressively by 75 basis points ("bps") twice during the quarter, bringing the benchmark Fed funds rate target to a range of 3.0% to 3.25%, as compared to 0% to 0.25% at the beginning of the year. (A basis point is 1/100th of a percentage point.) For its part, the European Central Bank raised its reference rate by 50 bps in July, followed by another 75 bps in September. Other factors that weighed on sentiment during the quarter included the ongoing Russia-Ukraine war, an energy crisis in Europe, and the resumption of COVID-19 lockdowns in China.

Global equities rebounded in the fourth quarter trimming full year losses. Gains in October and November were sparked by signs of peaking inflation alongside less hawkish commentary from Fed Chairman Powell raising hope that the central bank would end its interest rate hiking cycle sometime in early 2023. Indeed, both the Fed and the European Central Bank raised their benchmark overnight lending rates by a more modest 50 basis points in mid-December. Also supporting sentiment, the Chinese government began to ease their zero-COVID-19 policy that had weighed on global economic growth for much of 2022. However, stocks retreated into year-end as investors shifted their focus to the potential impact higher rates might have on economic growth and corporate earnings in the coming year.

As the reporting period crossed into 2023, global equities started off the year logging positive returns in the month of January. Bonds also rallied at the start of the year on hopes that the Fed's hawkish pivot would come to an end in 2023. As the quarter progressed, stronger-than-anticipated employment reports and surprising Consumer Price Index (inflation) readings reignited fears that the Fed's restrictive monetary policy would stick around longer than expected. Stocks sold off, yields backed up, and sentiment soured. And then, seemingly out of nowhere, the situation was exacerbated by unusual turmoil in the banking sector.

The second quarter began with a significant divergence between large and small cap stocks. Regional banks continued to see significant pressure as deposits moved. Bonds continued to rally with expectations that the Fed rate hikes were nearly complete.

Victory Capital Growth Fund

Managers' Commentary (continued)

• How did the Victory Capital Growth Fund (the "Fund") perform during the reporting period?

The Fund has two share classes: Fund Shares and Institutional Shares. The Fund's fiscal year-end changed this year to April 30 from July 31, resulting in a shorter reporting period for fiscal year ended 2023. For the nine-month reporting period ended April 30, 2023, the Fund Shares and Institutional Shares had total returns (at net asset value) of 4.63% and 4.50%, respectively. This compares to returns of 4.06% for the MSCI All-Country World Index (the "Index") and 5.45% for the Lipper Global Funds Index.

• What strategies did you employ during the reporting period?

For the reporting period, the Fund outperformed the Index as stock selection contributed to performance while sector allocation was neutral versus the Index. Stock selection in consumer discretionary was a positive contributor while stock selection in information technology was a negative contributor. An overweight to industrials helped performance while an underweight to information technology hurt performance.

Thank you for allowing us to assist you with your investment needs.

Victory Capital Growth Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended April 30, 2023

Fund Shares

Institutional Shares

INCEPTION DATE

10/27/00

8/7/15

Net Asset Value

MSCI All-Country
World Index¹

Lipper Global
Funds Index²

One Year

3.98

3.77

2.06

3.71

Five Year

5.79

5.92

7.03

5.93

Ten Year

8.73

N/A

7.91

7.50

Since Inception

N/A

7.26

N/A

Victory Capital Growth Fund — Growth of $10,000

²The unmanaged Lipper Global Funds Index tracks the total return performance of funds within the Lipper Global Funds category. This category includes funds that invest at least 25% of their portfolio in securities traded outside of the United States and that may own U.S. securities as well. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Victory Portfolios III
Victory Capital Growth Fund

April 30, 2023

(Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks capital appreciation.

Top 10 Equity Holdings*:

April 30, 2023

(% of Net Assets)

Apple, Inc.	2.3	%
Microsoft Corp.	2.0	%
JPMorgan Chase & Co.	1.5	%
Meta Platforms, Inc. Class A	1.4	%
LVMH Moet Hennessy Louis Vuitton SE	1.2	%
Amgen, Inc.	1.1	%
Eli Lilly & Co.	1.1	%
Novo Nordisk A/S Class B	1.0	%
Alphabet, Inc. Class C	1.0	%
Oracle Corp.	0.8	%

Sector Allocation*:

April 30, 2023

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Victory Portfolios III
Victory Capital Growth Fund

Schedule of Portfolio Investments
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (99.0%)
Australia (2.5%):
Consumer Discretionary (0.3%):
Aristocrat Leisure Ltd.		90,169	$	2,280
Energy (0.1%):
Santos Ltd.		90,446		429
Woodside Energy Group Ltd.		24,830		563
				992
Financials (0.6%):
Macquarie Group Ltd.		24,830		3,028
National Australia Bank Ltd.		62,890		1,210
QBE Insurance Group Ltd.		48,857		500
				4,738
Health Care (0.4%):
Cochlear Ltd.		3,055		501
CSL Ltd.		14,871		2,968
				3,469
Industrials (0.1%):
Brambles Ltd.		52,992		502
Qantas Airways Ltd. (a)		118,251		521
				1,023
Materials (0.6%):
BHP Group Ltd.		109,653		3,253
Northern Star Resources Ltd.		52,620		469
Rio Tinto Ltd.		10,402		780
				4,502
Real Estate (0.4%):
Charter Hall Group		49,733		370
Goodman Group		33,669		434
Scentre Group		1,068,453		2,050
				2,854
				19,858
Austria (0.1%):
Industrials (0.1%):
ANDRITZ AG		11,492		746
Belgium (0.2%):
Information Technology (0.2%):
Melexis NV		17,726		1,690
Brazil (0.3%):
Consumer Discretionary (0.1%):
Cury Construtora e Incorporadora SA		108,000		268
Vibra Energia SA		61,400		163
				431

See notes to financial statements.

Victory Portfolios III
Victory Capital Growth Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Consumer Staples (0.0%): (b)
Sao Martinho SA		49,100	$	309
Financials (0.0%): (b)
Banco ABC Brasil SA Preference Shares		77,000		258
Industrials (0.1%):
Santos Brasil Participacoes SA		185,000		314
SIMPAR SA		137,616		211
				525
Information Technology (0.0%): (b)
TOTVS SA		39,400		203
Materials (0.0%): (b)
Metalurgica Gerdau SA		96,800		226
Real Estate (0.0%): (b)
Multiplan Empreendimentos Imobiliarios SA		61,400		319
Utilities (0.1%):
Neoenergia SA		106,600		330
				2,601
Canada (2.3%):
Consumer Staples (0.4%):
Alimentation Couche-Tard, Inc.		59,430		2,966
Energy (0.2%):
Parex Resources, Inc.		76,283		1,549
Financials (0.8%):
Manulife Financial Corp.		124,487		2,458
National Bank of Canada		14,187		1,058
The Toronto-Dominion Bank		47,069		2,852
				6,368
Industrials (0.3%):
Bombardier, Inc. Class B (a)		24,858		1,074
Canadian Pacific Kansas City Ltd. (a)		14,037		1,106
				2,180
Information Technology (0.4%):
Constellation Software, Inc.		1,786		3,496
Materials (0.2%):
Aginco Eagle Mines Ltd.		33,620		1,908
				18,467
Chile (0.1%):
Consumer Staples (0.0%): (b)
SMU SA		1,820,020		319
Industrials (0.0%): (b)
Quinenco SA		46,521		191
Materials (0.0%): (b)
CAP SA		30,978		217

See notes to financial statements.

Victory Portfolios III
Victory Capital Growth Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Real Estate (0.1%):
Parque Arauco SA (a)		266,729	$	379
				1,106
China (0.5%):
Communication Services (0.2%):
Tencent Holdings Ltd.		32,800		1,457
Consumer Discretionary (0.0%): (b)
Hisense Home Appliances Group Co. Ltd. Class A		65,200		234
Consumer Staples (0.0%): (b)
Chenguang Biotech Group Co. Ltd. Class A		90,500		241
Health Care (0.1%):
Amoy Diagnostics Co. Ltd. Class A		38,160		155
Hygeia Healthcare Holdings Co. Ltd. (a) (c)		31,400		232
Kangji Medical Holdings Ltd. (a)		202,500		255
				642
Industrials (0.1%):
Anhui Expressway Co. Ltd. Class H		258,000		263
Information Technology (0.1%):
AsiaInfo Technologies Ltd. (c)		236,000		432
Materials (0.0%): (b)
Fufeng Group Ltd.		408,000		247
Real Estate (0.0%): (b)
Seazen Group Ltd. (a)		1,016,000		218
				3,734
Cyprus (0.0%): (b)
Materials (0.0%):
Tharisa PLC		190,445		225
Denmark (1.3%):
Consumer Discretionary (0.3%):
Pandora A/S		25,745		2,383
Health Care (1.0%):
Novo Nordisk A/S Class B		50,345		8,376
				10,759
Finland (0.1%):
Information Technology (0.0%): (b)
Nokia Oyj		109,282		462
Utilities (0.1%):
Fortum Oyj		33,462		500
				962
France (3.6%):
Communication Services (0.1%):
Publicis Groupe SA		10,813		884

See notes to financial statements.

Victory Portfolios III
Victory Capital Growth Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Consumer Discretionary (1.5%):
La Francaise des Jeux SAEM (c)		55,973	$	2,392
LVMH Moet Hennessy Louis Vuitton SE (d)		10,198		9,809
				12,201
Consumer Staples (0.3%):
L'Oreal SA		3,199		1,529
Pernod Ricard SA		3,385		781
				2,310
Energy (0.1%):
Gaztransport Et Technigaz SA		8,190		876
Financials (0.3%):
AXA SA (d)		29,347		958
BNP Paribas SA		12,930		835
Edenred		7,962		517
				2,310
Health Care (0.1%):
EssilorLuxottica SA		2,407		477
Industrials (0.6%):
Cie de Saint-Gobain		13,307		770
Eiffage SA		5,274		628
Rexel SA		22,483		521
Safran SA		16,627		2,585
				4,504
Information Technology (0.3%):
Capgemini SE		13,262		2,418
Materials (0.3%):
Arkema SA		26,057		2,578
Real Estate (0.0%): (b)
Klepierre SA		15,772		399
				28,957
Germany (2.2%):
Communication Services (0.2%):
Deutsche Telekom AG		63,332		1,527
Consumer Discretionary (0.3%):
Mercedes-Benz Group AG		12,136		946
Volkswagen AG Preference Shares		11,755		1,605
				2,551
Energy (0.0%): (b)
VERBIO Vereinigte BioEnergie AG		7,287		272
Financials (0.5%):
Allianz SE Registered Shares		14,428		3,623
Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen Class R (a)		1,478		555
				4,178

See notes to financial statements.

Victory Portfolios III
Victory Capital Growth Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Health Care (0.2%):
Bayer AG Registered Shares		10,658	$	703
Merck KGaA (a)		3,969		712
				1,415
Industrials (0.4%):
Brenntag SE		7,083		577
Daimler Truck Holding AG (a)		13,610		450
MTU Aero Engines AG		1,991		523
Siemens AG Registered Shares		7,835		1,291
				2,841
Information Technology (0.5%):
Infineon Technologies AG		24,741		901
SAP SE		23,023		3,115
				4,016
Utilities (0.1%):
RWE AG (a)		25,742		1,207
				18,007
Greece (0.1%):
Energy (0.0%): (b)
Motor Oil Hellas Corinth Refineries SA		12,748		304
Financials (0.0%): (b)
National Bank of Greece SA (a)		71,859		376
Industrials (0.1%):
Mytilineos SA		15,238		442
				1,122
Hong Kong (0.8%):
Consumer Discretionary (0.1%):
EC Healthcare		213,000		143
Man Wah Holdings Ltd.		228,800		193
Tam Jai International Co. Ltd.		754,000		202
				538
Consumer Staples (0.1%):
WH Group Ltd. (c)		545,000		303
Financials (0.2%):
AIA Group Ltd.		126,000		1,372
BOC Hong Kong Holdings Ltd.		133,000		420
				1,792
Industrials (0.1%):
China State Construction Development Holdings Ltd.		918,000		322
CK Hutchison Holdings Ltd.		77,000		515
				837
Information Technology (0.0%): (b)
BOE Varitronix Ltd.		158,000		258

See notes to financial statements.

Victory Portfolios III
Victory Capital Growth Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Materials (0.0%): (b)
Shougang Fushan Resources Group Ltd.		818,000	$	278
Real Estate (0.3%):
CK Asset Holdings Ltd.		346,000		2,046
Sino Land Co. Ltd.		368,000		496
				2,542
				6,548
India (1.1%):
Consumer Discretionary (0.1%):
Asahi India Glass Ltd.		56,148		329
Raymond Ltd.		18,090		354
Safari Industries India Ltd.		11,037		330
				1,013
Financials (0.2%):
Cholamandalam Investment & Finance Co. Ltd.		26,792		286
Home First Finance Co. India Ltd. (a) (c)		43,321		379
Manappuram Finance Ltd.		348,790		555
Ujjivan Small Finance Bank Ltd. (c)		1,082,450		368
				1,588
Health Care (0.1%):
JB Chemicals & Pharmaceuticals Ltd.		10,874		283
Narayana Hrudayalaya Ltd.		30,501		285
				568
Industrials (0.3%):
Ashok Leyland Ltd.		194,165		348
Ashoka Buildcon Ltd. (a)		444,406		479
Blue Star Ltd.		18,677		339
Craftsman Automation Ltd.		9,534		362
GMM Pfaudler Ltd.		17,330		314
WNS Holdings Ltd., ADR (a)		3,666		331
				2,173
Information Technology (0.1%):
Cyient Ltd.		26,842		388
KPIT Technologies Ltd.		34,887		393
				781
Materials (0.2%):
APL Apollo Tubes Ltd.		22,748		333
Coromandel International Ltd.		26,894		310
Finolex Industries Ltd.		170,341		350
JK Paper Ltd.		53,226		246
MOIL Ltd.		97,265		187
Supreme Industries Ltd.		12,200		407
				1,833

See notes to financial statements.

Victory Portfolios III
Victory Capital Growth Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Utilities (0.1%):
CESC Ltd.		366,779	$	308
PTC India Ltd.		276,193		321
				629
				8,585
Indonesia (0.2%):
Consumer Discretionary (0.1%):
PT Mitra Adiperkasa Tbk (a)		4,325,100		405
Consumer Staples (0.0%): (b)
PT Industri Jamu Dan Farmasi Sido Muncul Tbk		6,069,200		327
Financials (0.1%):
PT Bank CIMB Niaga Tbk		4,500,500		381
PT Bank Tabungan Pensiunan Nasional Syariah Tbk		2,273,800		332
				713
Real Estate (0.0%): (b)
PT Puradelta Lestari Tbk		24,920,300		287
				1,732
Ireland (1.2%):
Health Care (0.5%):
ICON PLC (a)		2,772		534
Medtronic PLC		36,099		3,283
				3,817
Industrials (0.3%):
Trane Technologies PLC		14,422		2,680
Information Technology (0.4%):
Accenture PLC Class A		10,957		3,071
				9,568
Israel (0.2%):
Financials (0.0%): (b)
Bank Leumi Le-Israel BM		45,170		358
Health Care (0.1%):
Inmode Ltd. (a)		12,502		466
Information Technology (0.1%):
Nice Ltd. (a)		2,410		495
				1,319
Italy (0.6%):
Industrials (0.1%):
Leonardo SpA		47,926		571
Utilities (0.5%):
Enel SpA		314,425		2,148
Iren SpA		155,312		336

See notes to financial statements.

Victory Portfolios III
Victory Capital Growth Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Snam SpA		304,401	$	1,691
				4,175
				4,746
Japan (6.1%):
Communication Services (0.5%):
Capcom Co. Ltd.		67,600		2,541
Kakaku.com, Inc.		64,200		883
Nippon Telegraph & Telephone Corp.		34,400		1,050
				4,474
Consumer Discretionary (0.8%):
Isuzu Motors Ltd.		64,700		764
Sega Sammy Holdings, Inc.		25,100		469
Sony Group Corp.		5,500		498
Suzuki Motor Corp.		13,400		467
Toyota Motor Corp.		243,200		3,340
ZOZO, Inc.		50,600		1,065
				6,603
Consumer Staples (0.4%):
Ajinomoto Co., Inc.		23,500		845
Seven & i Holdings Co. Ltd.		14,400		653
Toyo Suisan Kaisha Ltd.		34,700		1,549
				3,047
Financials (0.8%):
Mizuho Financial Group, Inc.		169,020		2,450
ORIX Corp.		29,800		507
Sumitomo Mitsui Financial Group, Inc.		25,500		1,043
Tokio Marine Holdings, Inc.		117,400		2,361
				6,361
Health Care (0.7%):
Hoya Corp.		23,000		2,412
Nippon Shinyaku Co. Ltd.		6,900		316
Olympus Corp.		24,800		434
Ono Pharmaceutical Co. Ltd.		27,300		550
Shionogi & Co. Ltd.		43,200		1,934
				5,646
Industrials (1.8%):
Fuji Electric Co. Ltd.		62,100		2,507
Hitachi Ltd.		8,900		492
ITOCHU Corp.		35,700		1,184
Komatsu Ltd.		30,200		751
MISUMI Group, Inc.		59,400		1,499
Mitsubishi Heavy Industries Ltd.		43,700		1,657
Mitsui & Co. Ltd.		31,800		993
NIPPON EXPRESS HOLDINGS, Inc.		9,500		558
Nippon Yusen KK (d)		70,800		1,674

See notes to financial statements.

Victory Portfolios III
Victory Capital Growth Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares			Value
OKUMA Corp.		20,400		$	906
Sanwa Holdings Corp.		191,000			2,092
					14,313
Information Technology (0.7%):
Advantest Corp.		7,600			593
Fujitsu Ltd.		19,200			2,559
Keyence Corp.		1,200			541
TDK Corp.		15,800			543
Ulvac, Inc.		30,500			1,211
					5,447
Materials (0.2%):
Nippon Steel Corp.		20,700			442
Shin-Etsu Chemical Co. Ltd.		19,500			556
Tosoh Corp.		37,100			496
			��		1,494
Real Estate (0.1%):
Daiwa House Industry Co. Ltd.		19,500			497
Utilities (0.1%):
Tokyo Gas Co. Ltd.		40,800			836
					48,718
Luxembourg (0.1%):
Energy (0.1%):
Tenaris SA		34,894			499
Malaysia (0.1%):
Consumer Discretionary (0.1%):
Bermaz Auto Bhd		688,800			357
Financials (0.0%): (b)
Hong Leong Financial Group Bhd		85,000			346
					703
Mexico (0.2%):
Consumer Discretionary (0.1%):
Alsea SAB de CV (a)		129,130			346
Financials (0.0%): (b)
Regional SAB de CV (a)		44,999			330
Industrials (0.1%):
Grupo Aeroportuario del Centro Norte SAB de CV		33,874			372
Real Estate (0.0%): (b)
Prologis Property Mexico SA de CV (d)		80,254			277
					1,325
Netherlands (1.6%):
Communication Services (0.4%):
Koninklijke KPN NV		844,924			3,081

See notes to financial statements.

Victory Portfolios III
Victory Capital Growth Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Consumer Discretionary (0.2%):
Stellantis NV		85,221	$	1,413
Consumer Staples (0.2%):
Heineken NV (d)		4,809		552
Koninklijke Ahold Delhaize NV		33,159		1,140
				1,692
Financials (0.5%):
ING Groep NV (d)		255,753		3,172
NN Group NV		11,823		441
				3,613
Information Technology (0.3%):
ASM International NV		7,422		2,694
Real Estate (0.0%): (b)
NEPI Rockcastle NV		1		—	(e)
				12,493
New Zealand (0.1%):
Health Care (0.1%):
Fisher & Paykel Healthcare Corp. Ltd.		64,001		1,097
Norway (0.3%):
Consumer Staples (0.0%): (b)
Mowi ASA		25,520		487
Energy (0.1%):
Aker BP ASA		16,948		405
Equinor ASA		13,212		381
				786
Financials (0.1%):
SpareBank 1 SMN		74,529		964
Materials (0.1%):
Yara International ASA		12,078		487
				2,724
Russian Federation (0.0%): (b)
Consumer Discretionary (0.0%):
Detsky Mir PJSC (a) (c) (f) (g)		214,920		3
Financials (0.0%):
Bank St Petersburg PJSC (a) (f) (g)		372,110		3
Industrials (0.0%):
Globaltrans Investment PLC Registered Shares, GDR (a) (f)		54,896		2
				8
Saudi Arabia (0.1%):
Energy (0.1%):
Aldrees Petroleum and Transport Services Co. (a)		19,748		531

See notes to financial statements.

Victory Portfolios III
Victory Capital Growth Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Singapore (0.3%):
Consumer Staples (0.1%):
Wilmar International Ltd.		269,200	$	796
Financials (0.1%):
DBS Group Holdings Ltd.		28,600		707
Utilities (0.1%):
Sembcorp Industries Ltd.		212,600		684
				2,187
South Africa (0.0%): (b)
Industrials (0.0%):
The Bidvest Group Ltd.		27,083		371
South Korea (0.6%):
Communication Services (0.1%):
JYP Entertainment Corp.		5,520		373
Consumer Discretionary (0.0%): (b)
Handsome Co. Ltd.		17,216		322
Consumer Staples (0.0%): (b)
BGF retail Co. Ltd.		2,019		282
Financials (0.1%):
DB Insurance Co. Ltd.		4,495		283
JB Financial Group Co. Ltd.		37,633		235
KIWOOM Securities Co. Ltd.		4,266		300
				818
Health Care (0.1%):
Hugel, Inc. (a)		3,487		297
InBody Co. Ltd.		12,563		261
				558
Industrials (0.1%):
CJ Corp.		4,407		302
Hanwha Aerospace Co. Ltd.		5,402		416
				718
Information Technology (0.1%):
Hana Materials, Inc.		11,168		358
Innox Advanced Materials Co. Ltd.		14,544		482
Samwha Capacitor Co. Ltd.		9,233		287
				1,127
Materials (0.1%):
Poongsan Corp.		11,810		375
				4,573
Spain (0.7%):
Energy (0.1%):
Repsol SA		33,796		496

See notes to financial statements.

Victory Portfolios III
Victory Capital Growth Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Financials (0.5%):
Banco Bilbao Vizcaya Argentaria SA		417,769	$	3,058
Banco Santander SA (d)		205,648		723
Bankinter SA		67,673		400
				4,181
Utilities (0.1%):
Corp. ACCIONA Energias Renovables SA (a)		15,840		569
Iberdrola SA		55,383		717
				1,286
				5,963
Sweden (1.0%):
Consumer Discretionary (0.1%):
Evolution AB (c)		6,523		872
Industrials (0.8%):
Atlas Copco AB Class B		316,801		4,064
Nibe Industrier AB Class B		159,736		1,789
Volvo AB Class B		28,473		585
				6,438
Materials (0.1%):
Boliden AB (d)		21,311		762
				8,072
Switzerland (3.8%):
Consumer Discretionary (0.2%):
Cie Financiere Richemont SA Registered Shares		8,943		1,479
Consumer Staples (1.1%):
Coca-Cola HBC AG		78,344		2,391
Nestle SA Registered Shares		47,720		6,123
				8,514
Financials (0.7%):
Julius Baer Group Ltd.		10,875		779
Partners Group Holding AG		1,275		1,238
Swiss Life Holding AG (a)		1,214		801
UBS Group AG		159,549		3,248
				6,066
Health Care (1.4%):
Novartis AG Registered Shares		62,908		6,436
Roche Holding AG		15,815		4,953
				11,389
Industrials (0.1%):
ABB Ltd. Registered Shares		14,554		525
Information Technology (0.1%):
STMicroelectronics NV		22,581		966

See notes to financial statements.

Victory Portfolios III
Victory Capital Growth Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Materials (0.2%):
Glencore PLC		81,879	$	483
Holcim AG		13,159		870
				1,353
				30,292
Taiwan (0.8%):
Consumer Discretionary (0.1%):
Poya International Co. Ltd.		16,000		300
Tong Yang Industry Co. Ltd.		204,000		317
				617
Health Care (0.1%):
Lotus Pharmaceutical Co. Ltd.		32,000		271
Pegavision Corp.		19,000		269
TTY Biopharm Co. Ltd.		99,000		248
Universal Vision Biotechnology Co. Ltd. (a)		23,350		306
				1,094
Industrials (0.1%):
Chicony Power Technology Co. Ltd.		179,000		499
Symtek Automation Asia Co. Ltd.		87,000		318
Turvo International Co. Ltd.		95,000		358
				1,175
Information Technology (0.4%):
Chipbond Technology Corp.		136,000		292
Gold Circuit Electronics Ltd.		171,400		552
King Yuan Electronics Co. Ltd.		338,000		519
Sigurd Microelectronics Corp.		206,000		350
Tripod Technology Corp.		101,000		379
Wiwynn Corp.		11,000		419
Zhen Ding Technology Holding Ltd.		101,000		368
				2,879
Materials (0.1%):
Taiwan Hon Chuan Enterprise Co. Ltd.		132,000		430
Tung Ho Steel Enterprise Corp.		141,000		265
				695
				6,460
Thailand (0.2%):
Consumer Discretionary (0.1%):
AAPICO Hitech PCL		363,400		342
Somboon Advance Technology PCL		461,200		267
				609
Health Care (0.0%): (b)
Mega Lifesciences PCL		173,300		208
Industrials (0.0%): (b)
STARK Corp. PCL-NVDR (a) (f)		2,235,300		125

See notes to financial statements.

Victory Portfolios III
Victory Capital Growth Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Materials (0.0%): (b)
TOA Paint Thailand PCL		282,700	$	243
Real Estate (0.1%):
AP Thailand PCL		893,900		330
				1,515
United Kingdom (5.1%):
Communication Services (0.1%):
Informa PLC		63,511		577
WPP PLC		32,312		377
				954
Consumer Discretionary (0.5%):
Greggs PLC		37,677		1,338
JD Sports Fashion PLC		486,505		987
Next PLC		18,120		1,537
				3,862
Consumer Staples (0.9%):
Associated British Foods PLC		19,257		474
Diageo PLC		67,428		3,075
Imperial Brands PLC		102,261		2,531
Reckitt Benckiser Group PLC		6,560		530
Tesco PLC		231,139		817
				7,427
Energy (1.2%):
BP PLC		696,716		4,673
Harbour Energy PLC		87,814		273
Shell PLC		162,224		4,984
				9,930
Financials (0.9%):
3i Group PLC		56,503		1,257
Barclays PLC		656,294		1,322
HSBC Holdings PLC		376,821		2,715
Legal & General Group PLC		393,516		1,161
Standard Chartered PLC		118,729		940
				7,395
Health Care (0.3%):
AstraZeneca PLC		14,911		2,194
Industrials (0.4%):
Ashtead Group PLC		46,093		2,657
BAE Systems PLC		44,186		563
				3,220
Information Technology (0.1%):
The Sage Group PLC		46,340		478

See notes to financial statements.

Victory Portfolios III
Victory Capital Growth Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Materials (0.6%):
Croda International PLC		11,941	$	1,049
Pan African Resources PLC		1,432,067		322
Rio Tinto PLC		56,681		3,603
				4,974
Real Estate (0.1%):
Safestore Holdings PLC		38,876		485
Utilities (0.0%): (b)
Drax Group PLC		52,272		414
				41,333
United States (60.5%):
Communication Services (4.9%):
Alphabet, Inc. Class C (a)		73,963		8,004
AT&T, Inc.		320,925		5,671
Comcast Corp. Class A		83,211		3,442
Meta Platforms, Inc. Class A (a)		48,439		11,641
Netflix, Inc. (a)		8,019		2,646
Sirius XM Holdings, Inc. (d)		470,557		1,788
T-Mobile U.S., Inc. (a)		20,026		2,882
Verizon Communications, Inc.		80,661		3,132
				39,206
Consumer Discretionary (4.8%):
AutoZone, Inc. (a)		1,944		5,177
Best Buy Co., Inc.		24,997		1,863
Ford Motor Co.		195,359		2,321
General Motors Co.		63,747		2,106
Genuine Parts Co.		14,359		2,417
Las Vegas Sands Corp. (a)		46,583		2,974
Lennar Corp. Class A		26,244		2,961
Lowe's Cos., Inc.		12,371		2,571
McDonald's Corp.		12,891		3,813
O'Reilly Automotive, Inc. (a)		5,864		5,379
Samsonite International SA (a) (c)		84,600		268
Starbucks Corp.		28,131		3,215
The Home Depot, Inc.		10,865		3,265
				38,330
Consumer Staples (3.8%):
Altria Group, Inc.		112,525		5,346
Colgate-Palmolive Co.		32,645		2,605
General Mills, Inc.		35,678		3,162
Kimberly-Clark Corp.		18,611		2,697
PepsiCo, Inc.		20,568		3,926
Philip Morris International, Inc.		28,224		2,822
Target Corp.		13,211		2,084
The Kroger Co.		59,998		2,918

See notes to financial statements.

Victory Portfolios III
Victory Capital Growth Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Tyson Foods, Inc. Class A		41,583	$	2,598
Walgreens Boots Alliance, Inc.		70,821		2,496
				30,654
Energy (3.4%):
Chevron Corp.		23,750		4,004
ConocoPhillips		30,063		3,093
Devon Energy Corp.		43,661		2,333
EOG Resources, Inc.		20,972		2,505
Exxon Mobil Corp.		41,479		4,909
Marathon Oil Corp.		99,901		2,414
Marathon Petroleum Corp.		23,282		2,840
Schlumberger NV		53,991		2,664
Valero Energy Corp.		21,467		2,462
				27,224
Financials (9.0%):
Annaly Capital Management, Inc.		4,825		96
Aon PLC Class A		7,849		2,552
Apollo Global Management, Inc.		35,863		2,273
Arch Capital Group Ltd. (a)		38,436		2,885
Bank of America Corp.		93,315		2,732
Berkshire Hathaway, Inc. Class B (a)		13,930		4,577
Capital One Financial Corp.		23,934		2,329
Citigroup, Inc.		56,712		2,669
FactSet Research Systems, Inc.		5,112		2,105
JPMorgan Chase & Co.		88,036		12,170
LPL Financial Holdings, Inc.		10,293		2,150
Marsh & McLennan Cos., Inc.		15,170		2,734
Mastercard, Inc. Class A		12,593		4,786
MetLife, Inc.		38,158		2,340
Morgan Stanley		61,494		5,533
MSCI, Inc.		4,258		2,054
Prudential Financial, Inc.		11,576		1,007
Raymond James Financial, Inc.		23,137		2,095
Regions Financial Corp.		93,516		1,708
T. Rowe Price Group, Inc.		18,778		2,109
The Goldman Sachs Group, Inc.		8,342		2,865
The Progressive Corp.		38,383		5,236
Visa, Inc. Class A		15,702		3,654
				72,659
Health Care (9.5%):
AbbVie, Inc.		24,654		3,726
AmerisourceBergen Corp.		14,862		2,480
Amgen, Inc.		37,090		8,892
Biogen, Inc. (a)		9,167		2,789
Bristol-Myers Squibb Co.		45,210		3,019
Centene Corp. (a)		36,799		2,536
CVS Health Corp.		32,485		2,381
Elevance Health, Inc.		6,114		2,865

See notes to financial statements.

Victory Portfolios III
Victory Capital Growth Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Eli Lilly & Co.		21,661	$	8,575
Gilead Sciences, Inc.		70,714		5,813
Humana, Inc.		5,471		2,902
IDEXX Laboratories, Inc. (a)		4,671		2,299
McKesson Corp.		7,432		2,707
Merck & Co., Inc.		34,265		3,956
Mettler-Toledo International, Inc. (a)		1,509		2,251
Pfizer, Inc.		79,789		3,103
The Cigna Group		19,198		4,863
Thermo Fisher Scientific, Inc.		5,395		2,994
UnitedHealth Group, Inc.		12,495		6,149
Waters Corp. (a)		6,774		2,035
				76,335
Industrials (6.0%):
3M Co.		24,368		2,588
Automatic Data Processing, Inc.		12,645		2,782
Caterpillar, Inc.		12,381		2,709
Cintas Corp.		11,153		5,083
Cummins, Inc.		10,328		2,427
Deere & Co.		7,046		2,664
Fastenal Co.		42,552		2,291
FedEx Corp.		12,733		2,900
General Dynamics Corp.		11,756		2,567
Illinois Tool Works, Inc.		10,345		2,503
Lockheed Martin Corp.		12,128		5,633
Otis Worldwide Corp.		27,307		2,329
PACCAR, Inc.		53,575		4,002
United Parcel Service, Inc. Class B		16,582		2,982
W.W. Grainger, Inc.		7,232		5,030
				48,490
Information Technology (12.7%):
Adobe, Inc. (a)		8,093		3,055
Apple, Inc.		108,468		18,405
Broadcom, Inc.		6,001		3,760
Cadence Design Systems, Inc. (a)		13,945		2,921
Cisco Systems, Inc.		129,285		6,109
Cognizant Technology Solutions Corp. Class A		40,341		2,409
Enphase Energy, Inc. (a)		12,767		2,096
Fair Isaac Corp. (a)		3,246		2,363
Fortinet, Inc. (a)		38,527		2,429
HP, Inc.		162,054		4,815
Intel Corp.		100,610		3,125
International Business Machines Corp.		44,845		5,669
KLA Corp.		6,211		2,401
Micron Technology, Inc.		47,965		3,087
Microsoft Corp.		52,855		16,240
Motorola Solutions, Inc.		9,981		2,908
ON Semiconductor Corp. (a)		33,531		2,413
Oracle Corp.		71,364		6,759

See notes to financial statements.

Victory Portfolios III
Victory Capital Growth Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Parade Technologies Ltd.		9,000	$	276
QUALCOMM, Inc.		24,687		2,883
Texas Instruments, Inc.		34,845		5,826
VeriSign, Inc. (a)		11,010		2,442
				102,391
Materials (2.7%):
Albemarle Corp.		9,904		1,837
CF Industries Holdings, Inc.		27,123		1,941
Corteva, Inc.		43,239		2,643
Linde PLC		9,157		3,383
LyondellBasell Industries NV Class A		26,931		2,548
Nucor Corp.		30,492		4,518
Steel Dynamics, Inc.		20,832		2,166
The Sherwin-Williams Co.		10,671		2,535
				21,571
Real Estate (1.6%):
Alexandria Real Estate Equities, Inc.		1,930		240
American Homes 4 Rent Class A		4,295		143
American Tower Corp.		6,092		1,245
AvalonBay Communities, Inc.		1,861		336
Boston Properties, Inc.		1,975		105
Camden Property Trust		1,344		148
CBRE Group, Inc. Class A (a)		4,471		343
Crown Castle, Inc.		5,797		714
Digital Realty Trust, Inc.		3,771		374
Equinix, Inc.		1,196		866
Equity LifeStyle Properties, Inc.		2,333		161
Equity Residential		4,745		300
Essex Property Trust, Inc.		867		190
Extra Space Storage, Inc.		1,782		271
Gaming and Leisure Properties, Inc.		3,642		189
Healthpeak Properties, Inc.		7,186		158
Host Hotels & Resorts, Inc.		9,459		153
Invitation Homes, Inc.		7,714		257
Iron Mountain, Inc.		3,875		214
Kimco Realty Corp.		8,470		163
Medical Properties Trust, Inc. (d)		7,895		69
Mid-America Apartment Communities, Inc.		1,549		238
Prologis, Inc.		12,361		1,548
Public Storage		2,105		621
Realty Income Corp.		7,353		462
Regency Centers Corp.		2,034		125
SBA Communications Corp.		1,470		384
Simon Property Group, Inc.		4,380		496
Sun Communities, Inc.		1,548		215
UDR, Inc.		3,947		163
Ventas, Inc.		5,242		252
VICI Properties, Inc.		13,289		451
Vornado Realty Trust		2,165		32

See notes to financial statements.

Victory Portfolios III
Victory Capital Growth Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Welltower, Inc.		5,647	$	447
Weyerhaeuser Co.		10,027		300
WP Carey, Inc.		2,465		183
Zillow Group, Inc. Class C (a)		3,049		133
				12,689
Utilities (2.1%):
Consolidated Edison, Inc.		28,379		2,794
DTE Energy Co.		19,574		2,200
Exelon Corp.		62,297		2,644
PG&E Corp. (a)		166,302		2,845
Sempra Energy		17,651		2,745
The AES Corp.		88,490		2,094
UGI Corp.		56,139		1,902
				17,224
				486,773
Total Common Stocks (Cost $666,656)				796,369
Exchange-Traded Funds (0.1%)
United States (0.1%):
iShares Core MSCI EAFE ETF		16,770		1,153
Total Exchange-Traded Funds (Cost $1,054)				1,153
Collateral for Securities Loaned (2.0%)^
United States (2.0%):
Goldman Sachs Financial Square Government Fund, Institutional Shares, 4.77% (h)		3,959,720		3,959
HSBC U.S. Government Money Market Fund, Institutional Shares, 4.76% (h)		3,959,720		3,960
Invesco Government & Agency Portfolio, Institutional Shares, 4.78% (h)		3,959,720		3,960
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 4.77% (h)		3,959,720		3,960
Total Collateral for Securities Loaned (Cost $15,839)				15,839
Total Investments (Cost $683,549) — 101.1%				813,361
Liabilities in excess of other assets — (1.1)%				(8,921	)
NET ASSETS — 100.00%			$	804,440

^ Purchased with cash collateral from securities on loan.

(a) Non-income producing security.

(b) Amount represents less than 0.05% of net assets.

(c) Rule 144A security or other security that is restricted as to resale to institutional investors. As of April 30, 2023, the fair value of these securities was $5,249 thousands and amounted to 0.7% of net assets.

(d) All or a portion of this security is on loan.

(e) Rounds to less than $1 thousand.

See notes to financial statements.

Victory Portfolios III
Victory Capital Growth Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(f) Security was fair valued based upon procedures approved by the Board of Trustees and represents less than 0.05% of net assets as of April 30, 2023. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

(g) The following table details the earliest acquisition date and cost of the Fund's Russian sanctioned restricted securities at April 30, 2023 (amounts in thousands):

Security Name	Acquisition Date	Cost
Bank St Petersburg PJSC	12/15/2021	$	410
Detsky Mir PJSC	9/30/2020		348

(h) Rate disclosed is the daily yield on April 30, 2023.

ADR — American Depositary Receipt

ETF — Exchange-Traded Fund

GDR — Global Depositary Receipt

NVDR — Non-Voting Depository Receipt

PCL — Public Company Limited

PLC — Public Limited Company

See notes to financial statements.

Victory Portfolios III

Statement of Assets and Liabilities
April 30, 2023

(Amounts in Thousands, Except Per Share Amounts)

	Victory Capital Growth Fund
Assets:
Investments, at value (Cost $683,549)	$	813,361	(a)
Foreign currency, at value (Cost $467)		468
Cash		4,910
Receivables:
Interest and dividends		1,848
Capital shares issued		135
Investments sold		56
Reclaims		1,243
From Adviser		1
Prepaid expenses		7
Total Assets		822,029
Liabilities:
Payables:
Collateral received on loaned securities		15,839
Investments purchased		390
Capital shares redeemed		279
Accrued foreign capital gains taxes		245
Accrued expenses and other payables:
Investment advisory fees		521
Administration fees		99
Custodian fees		24
Transfer agent fees		85
Compliance fees		1
Trustees' fees		—	(b)
Other accrued expenses		106
Total Liabilities		17,589
Net Assets:
Capital		679,531
Total accumulated earnings/(loss)		124,909
Net Assets	$	804,440
Net Assets
Fund Shares	$	802,284
Institutional Shares		2,156
Total	$	804,440
Shares (unlimited number of shares authorized with no par value):
Fund Shares		72,942
Institutional Shares		194
Total		73,136
Net asset value, offering and redemption price per share: (c)
Fund Shares	$	11.00
Institutional Shares		11.10

(a) Includes $16,091 thousand of securities on loan.

(b) Rounds to less than $1 thousand.

See notes to financial statements.

Victory Portfolios III

Statements of Operations

(Amounts in Thousands)

	Victory Capital Growth Fund
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022
Investment Income:
Dividends	$	16,014		$	24,081
Interest		50			2
Securities lending (net of fees)		260			113
Foreign tax withholding		(920	)		(1,520	)
Total Income		15,404			22,676
Expenses:
Investment advisory fees		4,620			6,427
Administration fees — Fund Shares		872			1,298
Administration fees — Institutional Shares		2			2
Sub-Administration fees		53			76
Custodian fees		106			177
Transfer agent fees — Fund Shares		772			1,085
Transfer agent fees — Institutional Shares		2			2
Trustees' fees		35			49
Compliance fees		6			6
Legal and audit fees		114			114
State registration and filing fees		40			47
Other expenses		125			140
Recoupment of prior expenses waived/reimbursed by Adviser		3			57
Total Expenses		6,750			9,480
Expenses waived/reimbursed by Adviser		(13	)		(13	)
Net Expenses		6,737			9,467
Net Investment Income (Loss)		8,667			13,209
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities and foreign currency transactions		(2,104	)		65,653
Foreign taxes on realized gains		(109	)		(134	)
Net change in unrealized appreciation/depreciation on investment securities and foreign currency translations		29,091			(137,905	)
Net change in accrued foreign taxes on unrealized gains		(146	)		340
Net realized/unrealized gains (losses) on investments		26,732			(72,046	)
Change in net assets resulting from operations	$	35,399		$	(58,837	)

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

See notes to financial statements.

Victory Portfolios III

Statements of Changes in Net Assets

(Amounts in Thousands)

	Victory Capital Growth Fund
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021
From Investments:
Operations:
Net Investment Income (Loss)	$	8,667		$	13,209		$	8,666
Net realized gains (losses)		(2,213	)		65,519			90,229
Net change in unrealized appreciation/depreciation		28,945			(137,565	)		136,449
Change in net assets resulting from operations		35,399			(58,837	)		235,344
Distributions to Shareholders:
Fund Shares		(55,813	)		(105,732	)		(24,838	)
Institutional Shares		(172	)		(271	)		(206	)
Change in net assets resulting from distributions to shareholders		(55,985	)		(106,003	)		(25,044	)
Change in net assets resulting from capital transactions		23,565			64,768			(75,428	)
Change in net assets		2,979			(100,072	)		134,872
Net Assets:
Beginning of period		801,461			901,533			766,661
End of period	$	804,440		$	801,461		$	901,533
Capital Transactions:
Fund Shares
Proceeds from shares issued	$	30,464		$	53,698		$	53,898
Distributions reinvested		55,328			105,030			24,634
Cost of shares redeemed		(62,173	)		(94,848	)		(142,355	)
Total Fund Shares	$	23,619		$	63,880		$	(63,823	)
Institutional Shares
Proceeds from shares issued	$	893		$	1,776		$	1,635
Distributions reinvested		164			264			32
Cost of shares redeemed		(1,111	)		(1,152	)		(13,272	)
Total Institutional Shares	$	(54	)	$	888		$	(11,605	)
Change in net assets resulting from capital transactions	$	23,565		$	64,768		$	(75,428	)
Share Transactions:
Fund Shares
Issued		2,822			4,272			4,393
Reinvested		5,160			8,241			2,105
Redeemed		(5,770	)		(7,586	)		(11,813	)
Total Fund Shares		2,212			4,927			(5,315	)
Institutional Shares
Issued		82			144			128
Reinvested		15			20			3
Redeemed		(101	)		(94	)		(1,087	)
Total Institutional Shares		(4	)		70			(956	)
Change in Shares		2,208			4,997			(6,271	)

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

See notes to financial statements.

Victory Portfolios III

Financial Highlights

For a Share Outstanding Throughout Each Period

	Victory Capital Growth Fund
	Fund Shares
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021			Year Ended July 31, 2020			Year Ended July 31, 2019			Year Ended July 31, 2018
Net Asset Value, Beginning of Period	$	11.30		$	13.67		$	10.62		$	11.36		$	12.63		$	11.67
Investment Activities:
Net investment income (loss)		0.12	(b)		0.19	(b)		0.13	(b)		0.14	(b)		0.16			0.15
Net realized and unrealized gains (losses)		0.38			(0.95	)		3.28			0.13			(0.48	)		1.21
Total from Investment Activities		0.50			(0.76	)		3.41			0.27			(0.32	)		1.36
Distributions to Shareholders from:
Net investment income		(0.11	)		(0.16	)		(0.12	)		(0.17	)		(0.17	)		(0.12	)
Net realized gains		(0.69	)		(1.45	)		(0.24	)		(0.84	)		(0.78	)		(0.28	)
Total Distributions		(0.80	)		(1.61	)		(0.36	)		(1.01	)		(0.95	)		(0.40	)
Net Asset Value, End of Period	$	11.00		$	11.30		$	13.67		$	10.62		$	11.36		$	12.63
Total Return (c) (d)		4.63	%		(6.74	)%		32.74	%		2.14	%		(1.82	)%		11.76	%
Ratios to Average Net Assets:
Net Expenses (e) (f) (g) (h)		1.16	%		1.09	%		1.07	%		1.12	%		1.13	%		1.15	%
Net Investment Income (Loss) (e)		1.49	%		1.52	%		1.04	%		1.35	%		1.43	%		1.25	%
Gross Expenses (e) (f)		1.16	%		1.09	%		1.07	%		1.13	%		1.13	%		1.15	%
Supplemental Data:
Net Assets at end of period (000's)	$	802,284		$	799,210		$	899,767		$	755,102		$	826,325		$	902,670
Portfolio Turnover (c) (i)		41	%		58	%		67	%(j)		152	%(k)		54	%(l)		22	%(m)

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(e) Annualized for periods less than one year.

(f) Does not include acquired fund fees and expenses, if any.

(g) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through November 30, 2023, instead of coinciding with the Fund's fiscal year end.

(i) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(j) Reflects a return to normal trading levels after a prior year transition.

(k) Reflects increased trading activity due to current year transition or asset allocation shift.

(l) Reflects overall increase in purchases and sales of securities.

(m) Reflects overall decrease in purchases and sales of securities.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Victory Capital Growth Fund
	Institutional Shares
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021			Year Ended July 31, 2020			Year Ended July 31, 2019			Year Ended July 31, 2018
Net Asset Value, Beginning of Period	$	11.39		$	13.81		$	10.66		$	11.39		$	12.66		$	11.70
Investment Activities:
Net investment income (loss)		0.11	(b)		0.20	(b)		0.15	(b)		0.14	(b)		0.23	(b)		0.17
Net realized and unrealized gains (losses)		0.37			(0.95	)		3.35			0.14			(0.55	)		1.20
Total from Investment Activities		0.48			(0.75	)		3.50			0.28			(0.32	)		1.37
Distributions to Shareholders from:
Net investment income		(0.08	)		(0.22	)		(0.11	)		(0.17	)		(0.17	)		(0.13	)
Net realized gains		(0.69	)		(1.45	)		(0.24	)		(0.84	)		(0.78	)		(0.28	)
Total Distributions		(0.77	)		(1.67	)		(0.35	)		(1.01	)		(0.95	)		(0.41	)
Net Asset Value, End of Period	$	11.10		$	11.39		$	13.81		$	10.66		$	11.39		$	12.66
Total Return (c) (d)		4.50	%		(6.68	)%		33.45	%		2.20	%		(1.77	)%		11.84	%
Ratios to Average Net Assets:
Net Expenses (e) (f) (g) (h)		1.25	%		1.06	%		0.77	%		1.01	%		1.03	%		1.10	%
Net Investment Income (Loss) (e)		1.35	%		1.58	%		1.30	%		1.31	%		2.04	%		1.38	%
Gross Expenses (e) (f)		1.83	%		1.66	%		0.92	%		1.01	%		1.03	%		1.21	%
Supplemental Data:
Net Assets at end of period (000's)	$	2,156		$	2,251		$	1,766		$	11,559		$	110,430		$	7,961
Portfolio Turnover (c) (i)		41	%		58	%		67	%(j)		152	%(k)		54	%(l)		22	%(m)

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(e) Annualized for periods less than one year.

(f) Does not include acquired fund fees and expenses, if any.

(g) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through November 30, 2023, instead of coinciding with the Fund's fiscal year end.

(i) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(j) Reflects a return to normal trading levels after a prior year transition.

(k)�� Reflects increased trading activity due to current year transition or asset allocation shift.

(l) Reflects overall increase in purchases and sales of securities.

(m) Reflects overall decrease in purchases and sales of securities.

See notes to financial statements.

Victory Portfolios III

Notes to Financial Statements
April 30, 2023

1. Organization:

The accompanying financial statements are those of the Victory Capital Growth Fund (formerly USAA Capital Growth Fund) (the "Fund"). The Fund offers two classes of shares: Fund Shares and Institutional Shares. The Fund is classified as diversified under the 1940 Act.

On June 29, 2022, the Board of Trustees (the "Board") approved the fiscal year-end change for the Fund from July 31 to April 30. The first full cycle of the new fiscal year-end reporting will begin May 1, 2023. As a result of the change, the Fund has an April 30, 2023, fiscal nine-month transition period, the results of which are reported in this Annual Report for the period ended April 30, 2023.

2. Significant Accounting Policies:

Investment Valuation:

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:

• Level 1 — quoted prices (unadjusted) in active markets for identical securities

• Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, or credit spreads, applicable to those securities, etc.)

• Level 3 — significant unobservable inputs (including the Adviser's assumptions in determining the fair value of investments)

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Investments in open-end investment companies, other than ETFs, are valued at their net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.

	Level 1		Level 2		Level 3		Total
Common Stocks	$	520,093	$	276,143	$	133	$	796,369
Exchange-Traded Funds		1,153		—		—		1,153
Collateral for Securities Loaned		15,839		—		—		15,839
Total	$	537,085	$	276,143	$	133	$	813,361

As of April 30, 2023, there were no significant transfers into/out of Level 3.

Real Estate Investment Trusts ("REITs"):

Investment Companies:

Exchange-Traded Funds:

The Fund may invest in ETFs, the shares of which are bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities often designed to track the performance and dividend yield of a particular domestic or foreign market index. The Fund may purchase shares of an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, although the lack of liquidity of

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

an ETF could result in it being more volatile. Additionally, ETFs have fees and expenses that reduce their value.

Open-End Funds:

Foreign Exchange Currency Contracts:

Investment Transactions and Related Income:

Securities Lending:

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

daily based on the value of the Fund's securities on loan as of the end of the prior business day. During the time portfolio securities are on loan, the borrower will pay the Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays Citibank various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statements of Operations. Loans are terminable upon demand and the borrower must return the loaned securities within the lesser of one standard settlement period or five business days. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower.

The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or repledged, except to satisfy borrower default.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of April 30, 2023.

Value of Securities on Loan				Non-Cash Collateral				Cash Collateral
$	16,091			$	1,123			$	15,839

Foreign Currency Translations:

Foreign Taxes:

Federal Income Taxes:

The Fund intends to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund had a tax year end of July 31, and effective April 30, 2023, the Fund changed its tax year end to April 30.

For the nine months ended April 30, 2023, the Fund did not incur any income tax, interest, or penalties, and has recorded no liability for net unrecognized tax benefits relating to uncertain tax positions.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Allocations:

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the nine months ended April 30, 2023, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities
Purchases		Sales
$	319,958	$	345,369

4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.75% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Investment advisory fees.

The performance adjustment for each share class is accrued daily and calculated monthly by comparing the respective class' performance to that of the Lipper Global Funds Index. The Lipper Global Funds Index tracks the total return performance of the largest funds within the Lipper Global Funds category.

The performance period for each share class consists of the current month plus the previous 35 months. The following table is utilized to determine the extent of the performance adjustment:

Over/Under Performance Relative to Index (in basis points)^(a)		Annual Adjustment Rate (in basis points)
	+/- 100 to 400		+/- 4
	+/- 401 to 700		+/- 5
	+/- 701 and greater		+/- 6

(a) Based on the difference between the average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point.

Under the performance fee arrangement, each class pays a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper Global Funds Index over that period, even if the class has overall negative returns during the performance period.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

For the period August 1, 2022, to April 30, 2023, performance adjustments were $244 and $3 for Fund Shares and Institutional Shares, in thousands, respectively. Performance adjustments were 0.04% and 0.15% for Fund Shares and Institutional Shares, respectively. For the period August 1, 2021, to July 31, 2022, performance adjustments were $(81) and $(1) for Fund Shares and Institutional Shares, in thousands, respectively. Performance adjustments were less than (0.01)% and (0.04)% for Fund Shares and Institutional Shares, respectively. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019, permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the nine months ended April 30, 2023, and the year ended July 31, 2022, the Fund had no subadvisers.

Administration and Servicing Fees:

VCM also serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15% and 0.10%, which is based on the Fund's average daily net assets of the Fund Shares and Institutional Shares, respectively. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Administration fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Fund reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Sub-Administration fees.

The Fund (as part of the Trust) has entered into an agreement with the Adviser to provide compliance services, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration, and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. The funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Compliance fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser, provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual charge of $23 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent fees for the Institutional Shares are paid monthly based on a fee accrued daily at an annualized rate of 0.10% of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Transfer agent fees.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Distributor/Underwriting Services:

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Custodian fees.

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least November 30, 2023. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limits for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Performance adjustments, acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of April 30, 2023, the expense limits (excluding voluntary waivers) were 1.12% and 1.10% for Fund Shares and Institutional Shares, respectively.

Expires 2024				Expires 2025				Expires 2026				Total
$	9			$	13			$	10			$	32

As of July 31, 2022, the following amounts were available to be repaid to the Adviser (amounts in thousands).

Expires 2024				Expires 2025				Total
$	9			$	13			$	22

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the nine months ended April 30, 2023, and the year ended July 31, 2022.

5. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

catastrophes, may add to instability in global economies and markets generally, and may lead to increased market volatility. Global economies and financial markets are highly interconnected, which increases the possibility that conditions in one country or region might adversely affect issuers in another country or region. The impact of these and other factors may be short-term or may last for extended periods.

6. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the nine months ended April 30, 2023, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from August 1, 2021, through June 27, 2022, interest was based on the one-month London Interbank Offered Rate ("LIBOR") plus one percent. For the period June 28, 2022, through April 30, 2023, interest was based on the one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent. The Fund did not experience a material financial impact transitioning from LIBOR to SOFR. Effective with the next amendment on June 27, 2023, the annual commitment fee of 0.15% will remain unchanged. Interest charged to the Fund during the period, if applicable, is reflected on the Statements of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the nine months ended April 30, 2023, and the year ended July 31, 2022.

Interfund Lending:

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending.

The Fund did not utilize or participate in the Facility during the nine months ended April 30, 2023, and the year ended July 31, 2022.

7. Federal Income Tax Information:

The Fund intends to distribute any net investment income annually. Distributable net realized gains, if any, are declared and paid at least annually.

The amounts of dividends from net investment income and distributions from net realized gains (collectively, distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

As of April 30, 2023, on the Statement of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows (amounts in thousands):

Total Accumulated Earnings/(Loss)				Capital
$	10			$	(10	)

Nine Months Ended April 30, 2023
Distributions Paid From
Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid
$	7,543	$	48,442	$	55,985

Year Ended July 31, 2022						Year Ended July 31, 2021
Distributions Paid From						Distributions Paid From
Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid		Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid
$	47,916	$	58,087	$	106,003	$	16,192	$	8,852	$	25,044

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

As of April 30, 2023, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed Ordinary Income				Other Earnings (Loss)				Accumulated Earnings				Accumulated Capital and Other Losses				Unrealized Appreciation (Depreciation)*				Total Accumulated Earnings (Loss)
$	9,149			$	(210	)		$	8,939			$	(7,923	)		$	123,893			$	124,909

Short-Term Amount				Long-Term Amount				Total
$	7,923			$	—			$	7,923

Cost of Investments for Federal Tax Purposes				Gross Unrealized Appreciation				Gross Unrealized Depreciation				Net Unrealized Appreciation (Depreciation)
$	689,468			$	161,908			$	(38,015	)		$	123,893

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of Victory Capital Growth Fund (Formerly USAA Capital Growth Fund)

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Victory Capital Growth Fund (formerly USAA Capital Growth Fund) (the "Fund") (one of the funds constituting Victory Portfolios III (formerly USAA Mutual Funds Trust) (the "Trust")), including the schedule of portfolio investments as of April 30, 2023, and the related statements of operations for the period from August 1, 2022 through April 30, 2023 and the year ended July 31, 2022, the statements of changes in net assets for the period from August 1, 2022 through April 30, 2023 and each of the two years in the period ended July 31, 2022, the financial highlights for the period from August 1, 2022 through April 30, 2023 and each of the five years in the period ended July 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting Victory Portfolios III) at April 30, 2023, the results of its operations for the period from August 1, 2022 through April 30, 2023 and the year ended July 31, 2022, the changes in its net assets for the period from August 1, 2022 through April 30, 2023 and each of the two years in the period ended July 31, 2022, and its financial highlights for the period from August 1, 2022 through April 30, 2023 and each of the five years in the period ended July 31, 2022, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2023, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
June 28, 2023

Victory Portfolios III

Supplemental Information
April 30, 2023

(Unaudited)

Trustee and Officer Information

Board of Trustees:

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Independent Trustees

Jefferson C. Boyce
(September 1957)

Independent Chair

Trustee since September 2013, Independent Chair since January 2021

Retired.

Westhab, Inc., New York Theological Seminary, American Filtration Corp.

Dawn M. Hawley
(February 1954)

Trustee

Trustee since April 2014

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Daniel S. McNamara
(June 1966)

Trustee

Trustee since January 2012

None

Paul L. McNamara
(July 1948)

Trustee

Trustee since January 2012

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Richard Y. Newton, III (January 1956)

Trustee

Trustee since March 2017

Terran Orbital Corp., American Made Filtration Corp.

Barbara B. Ostdiek, Ph.D.
(March 1964)

Trustee

Trustee since January 2008

None

John C. Walters
(February 1962)

Trustee

Trustee since July 2019

Retired.

Guardian Variable Products Trust (16 series)

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Fund

Term of
Office and
Length of
Time Served

Principal Occupation(s) Held
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Interested Trustee

David C. Brown
(May 1972)

Trustee

Trustee since July 2019

45 portfolios within the Trust; 40 portfolios within the Victory Portfolios, 25 series within the Victory Portfolios II, and 6 series within the Victory Variable Insurance Funds

None

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Officers of the Trust

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

James K. De Vries
(April 1969)

President

March 2018*

Scott Stahorsky
(July 1969)

Vice President

July 2019

Thomas Dusenberry
(July 1977)

Secretary

June 2022

Allan Shaer,
(March 1965)

Treasurer

July 2019*

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

Christopher Ponte,
(March 1984)

Assistant Treasurer

May 2023

Carol D. Trevino
(October 1965)

Assistant Treasurer

September 2018

Charles Booth
(April 1960)

Anti-Money Laundering Compliance Officer and Identity Theft Officer

July 2019

Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (2007-present).

Sean Fox
(September 1976)

Chief Compliance Officer

June 2022

* Effective May 1, 2023, Mr. De Vries resigned as Treasurer and accepted the position of President, and Mr. Shaer resigned as Assistant Treasurer and accepted the position of Treasurer.

Effective May 1, 2023, Christopher Dyer resigned as the President of the Trust.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent 12 months ended June 30 is available on the SEC's website at sec.gov.

Availability of Schedules of Portfolio Investments:

Expense Examples

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from November 1, 2022, through April 30, 2023.

	Beginning Account Value 11/1/22		Actual Ending Account Value 4/30/23		Hypothetical Ending Account Value 4/30/23		Actual Expenses Paid During Period 11/1/22- 4/30/23*		Hypothetical Expenses Paid During Period 11/1/22- 4/30/23*		Annualized Expense Ratio During Period 11/1/22- 4/30/23
Fund Shares	$	1,000.00	$	1,099.80	$	1,019.09	$	5.99	$	5.76		1.15	%
Institutional Shares		1,000.00		1,100.00		1,018.84		6.25		6.01		1.20	%

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal nine months ended April 30, 2023, is provided for information purposes only and should not be used for reporting to federal or state revenue agencies. Federal tax information for the calendar year will be reported to you on Form 1099-DIV in January 2024.

With respect to distributions paid, the Fund designates the following amounts (or, if subsequently determined to be different, the maximum amount allowable) for the fiscal nine months ended April 30, 2023 (amounts in thousands):

Dividends Received Deduction (corporate shareholders)				Qualified Dividend Income (non-corporate shareholders)				Long-Term Capital Gain Distributions
	53	%			100	%		$	48,442

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

Victory Capital Growth Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of Victory Portfolios III Trust (the "Trust") held on December 8-9, 2022, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 8-9, 2022 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 21, 2022.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

Advisory Agreement

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management program, (iv) derivatives risk management program, and (v) cybersecurity programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's net management fee rate, which includes advisory and administrative services and the effects of any performance adjustment, was above the median of its expense group and its expense universe. The data indicated that the Fund's total expenses were below the median of its expense group and were equal to the median of its expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board also considered the effect of the change in size, if any, of each of the Fund's classes on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and its affiliates and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Liquidity Risk Management Program:

The Victory Portfolio III Funds (the "Trust") have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage the Fund's liquidity risk, taking into consideration the Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short- and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The Trust's Board of Trustees approved the appointment of the Fund's investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.

At a meeting held on March 10, 2023, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-RN (prior to August 2022, Form N-LIQUID) and recommended no material changes to the LRMP.

Privacy Policy

Protecting the Privacy of Information

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic, and procedural safeguards to guard your personal information.*

P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our website at:				Call
vcm.com				(800) 235-8396

36844-0723

April 30, 2023

Annual Report

Victory Aggressive Growth Fund

(Formerly USAA^® Aggressive Growth Fund)

vcm.com

News, Information And Education 24 Hours A Day, 7 Days A Week

• Detailed performance records

• Daily share prices

• The latest fund news

• Investment resources to help you become a better investor

• A section dedicated to investment professionals

Victory Portfolios III

TABLE OF CONTENTS

Shareholder Letter (Unaudited)					2
Manager's Commentary (Unaudited)					4
Investment Overview (Unaudited)					6
Investment Objective & Portfolio Holdings (Unaudited)					7
Schedule of Portfolio Investments					8
Financial Statements
Statement of Assets and Liabilities					11
Statements of Operations					12
Statements of Changes in Net Assets					13
Financial Highlights					14
Notes to Financial Statements					16
Report of Independent Registered Public Accounting Firm					25
Supplemental Information (Unaudited)					26
Trustee and Officer Information					26
Proxy Voting and Portfolio Holdings Information					32
Expense Examples					32
Additional Federal Income Tax Information					33
Advisory Contract Approval					34
Liquidity Risk Management Program					37
Privacy Policy (inside back cover)

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

For more specific information, please consult your tax adviser.

• NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE

(Unaudited)

Dear Shareholder,

If you are reading this letter but double-checking your calendar, be assured there's no mistake. The annual reporting period for your Victory Mutual Fund (formerly USAA^® Mutual Fund) has shifted from a fiscal year ended July 31^st to a fiscal year ended April 30^th. This change has no impact on any of your investments and simply aims to help us improve efficiencies and reduce operational costs. Therefore, this letter covers an abbreviated "annual" period from August 1, 2022, through April 30, 2023. Future annual reports will cover the 12-month period ended April 30 going forward.

From all of us here at Victory Capital, thank you for your ongoing confidence and for letting us help you work toward your investment goals.

James De Vries

President,
Victory Funds

Victory Aggressive Growth Fund

Managers' Commentary

(Unaudited)

• What were the market conditions during the reporting period?

The reporting period began with a rally that continued into mid-August, on hopes that the U.S. Federal Reserve (the "Fed") would pivot toward a more accommodative policy. However, messaging from Fed Chairman, Jerome Powell, and a stronger-than-expected inflation report in early September dampened investor optimism over the central bank's trajectory and the odds of avoiding recession. The Fed went on to hike rates aggressively by 75 basis points ("bps") twice during the quarter, bringing the benchmark Fed funds rate target to a range of 3.0% to 3.25%, as compared to 0% to 0.25% at the beginning of the year. (A basis point is 1/100^th of a percentage point.) For its part, the European Central Bank raised its reference rate by 50 bps in July, followed by another 75 bps in September. Other factors that weighed on sentiment during the quarter included the ongoing Russia-Ukraine war, an energy crisis in Europe, and the resumption of COVID-19 lockdowns in China.

Victory Aggressive Growth Fund

Managers' Commentary (continued)

• How did the Victory Aggressive Growth Fund (the "Fund") perform during the reporting period?

The Fund has two share classes: Fund Shares and Institutional Shares. The Fund's fiscal year-end changed this year to April 30 from July 31, resulting in a shorter reporting period for fiscal year ended 2023. For the nine-month reporting period ended April 30, 2023, the Fund Shares and Institutional Shares had total returns (at net asset value) of 2.31% and 2.41%, respectively. This compares to returns of 1.59% for the Russell 1000^® Growth Index (the "Index") and 2.34% for the Lipper Large-Cap Growth Funds Index.

• What strategies did you employ during the reporting period?

For the reporting period, the Fund outperformed the Index as stock selection contributed to performance while sector allocation detracted from performance versus the Index. Stock selection in consumer discretionary was a positive contributor while stock selection in health care was a negative contributor. An underweight to real estate helped performance while an overweight to consumer discretionary hurt performance.

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Victory Aggressive Growth Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended April 30, 2023

Fund Shares

Institutional Shares

INCEPTION DATE

10/19/81

8/1/08

Net Asset Value

Russell 1000^®
Growth Index¹

Lipper Large-Cap
Growth Funds
Index²

One Year

1.85

2.00

2.34

1.57

Five Year

8.45

8.48

13.80

11.27

Ten Year

11.25

11.34

14.46

12.96

Victory Aggressive Growth Fund — Growth of $10,000

¹The Russell 1000^® Growth Index is an unmanaged index that measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²The unmanaged Lipper Large-Cap Growth Funds Index tracks the total return performance of funds within the Lipper Large-Cap Growth Funds category. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Victory Portfolios III
Victory Aggressive Growth Fund

April 30, 2023

(Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks capital appreciation.

Top 10 Equity Holdings*:

April 30, 2023

(% of Net Assets)

Microsoft Corp.	8.2	%
Apple, Inc.	6.1	%
Alphabet, Inc. Class C	5.2	%
NVIDIA Corp.	5.2	%
Visa, Inc. Class A	4.9	%
Amazon.com, Inc.	4.3	%
ServiceNow, Inc.	2.7	%
UnitedHealth Group, Inc.	2.6	%
Meta Platforms, Inc. Class A	2.4	%
Vertex Pharmaceuticals, Inc.	2.4	%

Sector Allocation*:

April 30, 2023

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Victory Portfolios III
Victory Aggressive Growth Fund

Schedule of Portfolio Investments
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (97.6%)
Communication Services (9.1%):
Alphabet, Inc. Class C (a)		773,003	$	83,654
Meta Platforms, Inc. Class A (a)		160,971		38,685
Netflix, Inc. (a)		26,232		8,655
The Trade Desk, Inc. Class A (a)		223,626		14,388
				145,382
Communications Equipment (3.3%):
Arista Networks, Inc. (a)		187,455		30,023
Motorola Solutions, Inc.		78,439		22,857
				52,880
Consumer Discretionary (15.7%):
Airbnb, Inc. Class A (a)		95,422		11,419
Amazon.com, Inc. (a)		653,239		68,884
Booking Holdings, Inc. (a)		3,424		9,198
Chipotle Mexican Grill, Inc. (a)		2,558		5,289
Five Below, Inc. (a)		42,115		8,312
Lululemon Athletica, Inc. (a)		53,897		20,477
NIKE, Inc. Class B		178,672		22,641
O'Reilly Automotive, Inc. (a)		33,953		31,145
Tesla, Inc. (a)		167,619		27,542
Tractor Supply Co.		127,615		30,423
Ulta Beauty, Inc. (a)		18,778		10,355
Yum! Brands, Inc.		41,746		5,869
				251,554
Consumer Staples (2.9%):
Costco Wholesale Corp.		40,061		20,159
PepsiCo, Inc.		78,991		15,079
The Hershey Co.		38,986		10,646
				45,884
Electronic Equipment, Instruments & Components (0.6%):
CDW Corp.		54,785		9,291
Energy (0.8%):
Cheniere Energy, Inc.		31,132		4,763
Diamondback Energy, Inc.		52,540		7,471
				12,234
Financials (8.9%):
Blackstone, Inc.		108,780		9,717
LPL Financial Holdings, Inc.		16,733		3,495
MSCI, Inc.		54,588		26,336
PayPal Holdings, Inc. (a)		138,532		10,528
The Progressive Corp.		61,923		8,446
Toast, Inc. Class A (a)		364,547		6,635
Visa, Inc. Class A		337,205		78,478
				143,635

See notes to financial statements.

Victory Portfolios III
Victory Aggressive Growth Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Health Care (14.4%):
Agilent Technologies, Inc.		64,577	$	8,746
Dexcom, Inc. (a)		296,335		35,957
Intuitive Surgical, Inc. (a)		75,620		22,778
Regeneron Pharmaceuticals, Inc. (a)		21,795		17,475
Tenet Healthcare Corp. (a)		130,823		9,592
Thermo Fisher Scientific, Inc.		46,410		25,753
UnitedHealth Group, Inc.		84,981		41,818
Veeva Systems, Inc. Class A (a)		82,980		14,860
Vertex Pharmaceuticals, Inc. (a)		112,210		38,233
Zoetis, Inc.		94,155		16,551
				231,763
Industrials (7.0%):
CoStar Group, Inc. (a)		417,662		32,139
Deere & Co.		15,538		5,874
HEICO Corp. Class A		109,545		14,704
IDEX Corp.		19,536		4,031
Old Dominion Freight Line, Inc.		46,348		14,849
Quanta Services, Inc.		58,119		9,859
Uber Technologies, Inc. (a)		628,445		19,513
Verisk Analytics, Inc.		62,303		12,094
				113,063
IT Services (0.5%):
Snowflake, Inc. Class A (a)		52,403		7,760
Materials (0.7%):
Graphic Packaging Holding Co.		442,155		10,903
Real Estate (0.5%):
SBA Communications Corp.		32,699		8,531
Semiconductors & Semiconductor Equipment (8.3%):
Advanced Micro Devices, Inc. (a)		130,459		11,659
Broadcom, Inc.		33,810		21,182
Lam Research Corp.		17,374		9,105
Monolithic Power Systems, Inc.		18,262		8,437
NVIDIA Corp.		297,724		82,615
				132,998
Software (18.8%):
Adobe, Inc. (a)		55,268		20,867
Cadence Design Systems, Inc. (a)		150,271		31,474
Intuit, Inc.		23,259		10,326
Microsoft Corp.		426,272		130,976
Palo Alto Networks, Inc. (a)		177,593		32,404
Salesforce, Inc. (a)		59,999		11,902
ServiceNow, Inc. (a)		94,695		43,505
Synopsys, Inc. (a)		31,262		11,608
Workday, Inc. Class A (a)		44,228		8,233
				301,295

See notes to financial statements.

Victory Portfolios III
Victory Aggressive Growth Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Technology Hardware, Storage & Peripherals (6.1%):
Apple, Inc.		575,092	$	97,582
Total Common Stocks (Cost $998,014)				1,564,755
Total Investments (Cost $998,014) — 97.6%				1,564,755
Other assets in excess of liabilities — 2.4%				39,298
NET ASSETS — 100.00%			$	1,604,053

(a) Non-income producing security.

See notes to financial statements.

Victory Portfolios III

Statement of Assets and Liabilities
April 30, 2023

(Amounts in Thousands, Except Per Share Amounts)

	Victory Aggressive Growth Fund
Assets:
Investments, at value (Cost $998,014)	$	1,564,755
Cash		42,428
Receivables:
Interest and dividends		149
Capital shares issued		493
From Adviser		3
Prepaid expenses		16
Total Assets		1,607,844
Liabilities:
Payables:
Investments purchased		1,681
Capital shares redeemed		1,167
Accrued expenses and other payables:
Investment advisory fees		517
Administration fees		196
Custodian fees		11
Transfer agent fees		121
Compliance fees		1
Trustees' fees		—	(a)
Other accrued expenses		97
Total Liabilities		3,791
Net Assets:
Capital		1,099,386
Total accumulated earnings/(loss)		504,667
Net Assets	$	1,604,053
Net Assets
Fund Shares	$	1,600,944
Institutional Shares		3,109
Total	$	1,604,053
Shares (unlimited number of shares authorized with no par value):
Fund Shares		38,281
Institutional Shares		73
Total		38,354
Net asset value, offering and redemption price per share: (b)
Fund Shares	$	41.82
Institutional Shares		42.69

(a) Rounds to less than $1 thousand.

(b) Per share amount may not recalculate due to rounding of net assets and/or shares outstanding.

See notes to financial statements.

Victory Portfolios III

Statements of Operations

(Amounts in Thousands)

	Victory Aggressive Growth Fund
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022
Investment Income:
Dividends	$	6,004		$	6,770
Interest		333			36
Securities lending (net of fees)		1			11
Total Income		6,338			6,817
Expenses:
Investment advisory fees		4,495			7,562
Administration fees — Fund Shares		1,692			2,999
Administration fees — Institutional Shares		2			16
Sub-Administration fees		30			40
Custodian fees		48			88
Transfer agent fees — Fund Shares		1,111			1,556
Transfer agent fees — Institutional Shares		2			16
Trustees' fees		35			49
Compliance fees		11			15
Legal and audit fees		63			60
State registration and filing fees		44			67
Interfund lending fees		—	(b)		—	(b)
Other expenses		167			197
Total Expenses		7,700			12,665
Expenses waived/reimbursed by Adviser		(17	)		(10	)
Net Expenses		7,683			12,655
Net Investment Income (Loss)		(1,345	)		(5,838	)
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		(39,296	)		77,353
Net change in unrealized appreciation/depreciation on investment securities		71,218			(606,328	)
Net realized/unrealized gains (losses) on investments		31,922			(528,975	)
Change in net assets resulting from operations	$	30,577		$	(534,813	)

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Rounds to less than $1 thousand.

See notes to financial statements.

Victory Portfolios III

Statements of Changes in Net Assets

(Amounts in Thousands)

	Victory Aggressive Growth Fund
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021
From Investments:
Operations:
Net Investment Income (Loss)	$	(1,345	)	$	(5,838	)	$	(5,807	)
Net realized gains (losses)		(39,296	)		77,353			236,099
Net change in unrealized appreciation/ depreciation		71,218			(606,328	)		369,249
Change in net assets resulting from operations		30,577			(534,813	)		599,541
Distributions to Shareholders:
Fund Shares		(32,252	)		(234,710	)		(3,755	)
Institutional Shares		(65	)		(2,113	)		(25	)
Change in net assets resulting from distributions to shareholders		(32,317	)		(236,823	)		(3,780	)
Change in net assets resulting from capital transactions		(45,991	)		95,752			(141,662	)
Change in net assets		(47,731	)		(675,884	)		454,099
Net Assets:
Beginning of period		1,651,784			2,327,668			1,873,569
End of period	$	1,604,053		$	1,651,784		$	2,327,668
Capital Transactions:
Fund Shares
Proceeds from shares issued	$	53,167		$	126,323		$	177,645
Distributions reinvested		31,794			231,580			3,705
Cost of shares redeemed		(130,412	)		(252,897	)		(326,682	)
Total Fund Shares	$	(45,451	)	$	105,006		$	(145,332	)
Institutional Shares
Proceeds from shares issued	$	736		$	2,762		$	8,395
Distributions reinvested		58			2,069			24
Cost of shares redeemed		(1,334	)		(14,085	)		(4,749	)
Total Institutional Shares	$	(540	)	$	(9,254	)	$	3,670
Change in net assets resulting from capital transactions	$	(45,991	)	$	95,752		$	(141,662	)
Share Transactions:
Fund Shares
Issued		1,374			2,442			3,315
Reinvested		846			4,259			70
Redeemed		(3,375	)		(4,951	)		(6,148	)
Total Fund Shares		(1,155	)		1,750			(2,763	)
Institutional Shares
Issued		18			47			159
Reinvested		2			37			—	(b)
Redeemed		(34	)		(325	)		(93	)
Total Institutional Shares		(14	)		(241	)		66
Change in Shares		(1,169	)		1,509			(2,697	)

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Rounds to less than 1 thousand shares.

See notes to financial statements.

Victory Portfolios III

Financial Highlights

For a Share Outstanding Throughout Each Period

	Victory Aggressive Growth Fund
	Fund Shares
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021			Year Ended July 31, 2020			Year Ended July 31, 2019			Year Ended July 31, 2018
Net Asset Value, Beginning of Period	$	41.79		$	61.22		$	46.02		$	43.91		$	48.92		$	43.96
Investment Activities:
Net investment income (loss)		(0.03	)(b)		(0.15	)(b)		(0.15	)(b)		(0.07	)(b)		0.13			0.19
Net realized and unrealized gains (losses)		0.90			(12.92	)		15.45			9.82			1.72			8.79
Total from Investment Activities		0.87			(13.07	)		15.30			9.75			1.85			8.98
Distributions to Shareholders from:
Net investment income		—			—			—			(0.04	)		(0.08	)		(0.19	)
Net realized gains		(0.84	)		(6.36	)		(0.10	)		(7.60	)		(6.78	)		(3.83	)
Total Distributions		(0.84	)		(6.36	)		(0.10	)		(7.64	)		(6.86	)		(4.02	)
Net Asset Value, End of Period	$	41.82		$	41.79		$	61.22		$	46.02		$	43.91		$	48.92
Total Return (c) (d)		2.31	%		(23.75	)%		33.27	%		26.30	%		5.53	%		21.57	%
Ratios to Average Net Assets:
Net Expenses (e) (f) (g) (h)		0.68	%		0.63	%		0.63	%		0.72	%		0.72	%		0.75	%(i)
Net Investment Income (Loss) (e)		(0.12	)%		(0.29	)%		(0.28	)%		(0.17	)%		0.30	%		0.32	%
Gross Expenses (e) (f)		0.68	%		0.63	%		0.63	%		0.72	%		0.72	%		0.75	%(i)
Supplemental Data:
Net Assets at end of period (000's)	$	1,600,944		$	1,648,078		$	2,307,263		$	1,861,282		$	1,624,319		$	1,592,944
Portfolio Turnover (c) (j)		37	%		65	%		46	%		64	%		78	%		57	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(e) Annualized for periods less than one year.

(f) Does not include acquired fund fees and expenses, if any.

(g) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through November 30, 2023, instead of coinciding with the Fund's fiscal year end.

(i) Reflects total annual operating expenses of the shares before reductions of any expenses paid indirectly. The share's expenses paid indirectly decreased the expense ratio by less than 0.01%.

(j) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Victory Aggressive Growth Fund
	Institutional Shares
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021			Year Ended July 31, 2020			Year Ended July 31, 2019			Year Ended July 31, 2018
Net Asset Value, Beginning of Period	$	42.60		$	62.27		$	46.82		$	44.54		$	49.55		$	44.36
Investment Activities:
Net investment income (loss) (b)		0.01			(0.18	)		(0.17	)		(0.05	)		0.14			0.14
Net realized and unrealized gains (losses)		0.92			(13.13	)		15.72			9.98			1.75			8.93
Total from Investment Activities		0.93			(13.31	)		15.55			9.93			1.89			9.07
Distributions to Shareholders from:
Net investment income		—			—			—			(0.05	)		(0.12	)		(0.05	)
Net realized gains		(0.84	)		(6.36	)		(0.10	)		(7.60	)		(6.78	)		(3.83	)
Total Distributions		(0.84	)		(6.36	)		(0.10	)		(7.65	)		(6.90	)		(3.88	)
Net Asset Value, End of Period	$	42.69		$	42.60		$	62.27		$	46.82		$	44.54		$	49.55
Total Return (c) (d)		2.41	%		(23.73	)%		33.24	%		26.33	%		5.56	%		21.54	%
Ratios to Average Net Assets:
Net Expenses (e) (f) (g) (h)		0.53	%		0.66	%		0.66	%		0.70	%		0.70	%		0.75	%(i)(j)
Net Investment Income (Loss) (e)		0.03	%		(0.33	)%		(0.32	)%		(0.13	)%		0.32	%		0.30	%
Gross Expenses (e) (f)		1.28	%		0.72	%		0.73	%		0.81	%		0.83	%		0.94	%(i)
Supplemental Data:
Net Assets at end of period (000's)	$	3,109		$	3,706		$	20,405		$	12,287		$	11,841		$	11,379
Portfolio Turnover (c) (k)		37	%		65	%		46	%		64	%		78	%		57	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(e) Annualized for periods less than one year.

(f) Does not include acquired fund fees and expenses, if any.

(g) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through November 30, 2023, instead of coinciding with the Fund's fiscal year end.

(i) Reflects total annual operating expenses of the shares before reductions of any expenses paid indirectly. The share's expenses paid indirectly decreased the expense ratio by less than 0.01%.

(j) Prior to December 1, 2017, USAA Asset Management Company (previous Investment Adviser) had voluntarily agreed to limit the annual expenses of Institutional Shares to 0.70% of the Institutional Shares' average daily net assets.

(k) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

See notes to financial statements.

Victory Portfolios III

Notes to Financial Statements
April 30, 2023

1. Organization:

The accompanying financial statements are those of the Victory Aggressive Growth Fund (formerly USAA Aggressive Growth Fund) (the "Fund"). The Fund offers two classes of shares: Fund Shares and Institutional Shares. The Fund is classified as diversified under the 1940 Act.

2. Significant Accounting Policies:

Investment Valuation:

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:

• Level 1 — quoted prices (unadjusted) in active markets for identical securities

• Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, or credit spreads, applicable to those securities, etc.)

• Level 3 — significant unobservable inputs (including the Adviser's assumptions in determining the fair value of investments)

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Investments in open-end investment companies, other than ETFs, are valued at their net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.

	Level 1		Level 2		Level 3		Total
Common Stocks	$	1,564,755	$	—	$	—	$	1,564,755
Total	$	1,564,755	$	—	$	—	$	1,564,755

As of April 30, 2023, there were no transfers into/out of Level 3.

Real Estate Investment Trusts ("REITs"):

Investment Companies:

Open-End Funds:

Investment Transactions and Related Income:

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis.

Securities Lending:

The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or repledged, except to satisfy borrower default.

As of April 30, 2023, the Fund did not have any securities on loan.

Federal Income Taxes:

The Fund intends to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund had a tax year end of July 31, and effective April 30, 2023, the Fund changed its tax year end to April 30.

Allocations:

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the nine months ended April 30, 2023, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities
Purchases		Sales
$	554,029	$	629,336

4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.50% of the first $750 million of the Fund's average daily net assets, 0.40% of that portion of the Fund's average daily net assets over $750 million but not over $1.5 billion, and 0.33% of that portion of the Fund's average daily net assets over $1.5 billion. Amounts incurred and paid to VCM for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Investment advisory fees.

The performance adjustment for each share class is accrued daily and calculated monthly by comparing the respective class' performance to that of the Lipper Large-Cap Growth Funds Index. The Lipper Large-Cap Growth Funds Index tracks the total return performance of the largest funds within the Lipper Large-Cap Growth Funds category.

The performance period for each share class consists of the current month plus the previous 35 months. The following table is utilized to determine the extent of the performance adjustment:

Over/Under Performance Relative to Index (in basis points)^(a)		Annual Adjustment Rate (in basis points)
	+/- 100 to 400		+/- 4
	+/- 401 to 700		+/- 5
	+/- 701 and greater		+/- 6

(a) Based on the difference between the average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point.

Under the performance fee arrangement, each class pays a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper Large-Cap Growth Funds Index over that period, even if the class has overall negative returns during the performance period.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

For the period August 1, 2022, to April 30, 2023, performance adjustments were $(563) and $(4) for Fund Shares and Institutional Shares, in thousands, respectively. Performance adjustments were (0.05)% and (0.17)% for Fund Shares and Institutional Shares, respectively. For the period August 1, 2021, to July 31, 2022, performance adjustments were $(898) and $(7) for Fund Shares and Institutional Shares, in thousands, respectively. Performance adjustments were (0.05)% and (0.04)% for Fund Shares and Institutional Shares, respectively. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019, permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the nine months ended April 30, 2023, and the year ended July 31, 2022, the Fund had no subadvisers.

Administration and Servicing Fees:

VCM also serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15% and 0.10%, which is based on the Fund's average daily net assets of the Fund Shares and Institutional Shares, respectively. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Administration fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Fund reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Sub-Administration fees.

The Fund (as part of the Trust) has entered into an agreement with the Adviser to provide compliance services, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration, and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. The funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Compliance fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser, provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual charge of $23 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent fees for the Institutional Shares are paid monthly based on a fee accrued daily at an annualized rate of 0.10% of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Transfer agent fees.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Distributor/Underwriting Services:

Other Fees:

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least November 30, 2023. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limits for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Performance adjustments, acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of April 30, 2023, the expense limits (excluding voluntary waivers) were 0.75% and 0.70% for Fund Shares and Institutional Shares, respectively.

Expires 2024				Expires 2025				Expires 2026				Total
$	10			$	10			$	17			$	37

As of July 31, 2022, the following amounts were available to be repaid to the Adviser (amounts in thousands).

Expires 2023				Expires 2024				Expires 2025				Total
$	13			$	10			$	10			$	33

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the nine months ended April 30, 2023, and the year ended July 31, 2022.

5. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, or other catastrophes, may add to instability in global economies and markets generally, and may lead to increased market volatility. Global economies and financial markets are highly interconnected, which increases the possibility that conditions in one country or region might adversely affect issuers in another country or region. The impact of these and other factors may be short-term or may last for extended periods.

6. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the nine months ended April 30, 2023, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from August 1, 2021, through June 27, 2022, interest was based on the one-month London Interbank Offered Rate ("LIBOR") plus one percent. For the period June 28, 2022, through April 30, 2023, interest was based on the one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent. The Fund did not experience a material financial impact transitioning from LIBOR to SOFR. Effective with the next amendment on June 27, 2023, the annual commitment fee of 0.15% will remain unchanged. Interest charged to the Fund during the period, if applicable, is reflected on the Statements of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the nine months ended April 30, 2023, and the year ended July 31, 2022.

Interfund Lending:

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending.

For nine months ended April 30, 2023, the average borrowing or lending for the days outstanding and average interest rate for the Fund were as follows (amounts in thousands):

Borrower or Lender				Amount Outstanding at April 30, 2023				Average Borrowing*				Average Interest Rate*				Maximum Borrowing During the Period
Borrower				$	—			$	1,183				4.58	%		$	1,756

* Based on the number of days borrowings were outstanding for the nine months ended April 30, 2023.

For year ended July 31, 2022, the average borrowing or lending for the days outstanding and average interest rate for the Fund were as follows (amounts in thousands):

Borrower or Lender				Amount Outstanding at July 31, 2022				Average Borrowing*				Average Interest Rate*				Maximum Borrowing During the Period
Borrower				$	—			$	1,682				0.57	%		$	1,682

* Based on the number of days borrowings were outstanding for the year ended July 31, 2022.

7. Federal Income Tax Information:

The Fund intends to distribute any net investment income annually. Distributable net realized gains, if any, are declared and paid at least annually.

The amounts of dividends from net investment income and distributions from net realized gains (collectively, distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

As of April 30, 2023, on the Statement of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows (amounts in thousands):

Total Accumulated Earnings/(Loss)				Capital
$	2,886			$	(2,886	)

Nine Months Ended April 30, 2023
Distributions Paid From
Net Long-Term Capital Gains		Total Distributions Paid
$	32,317	$	32,317

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Year Ended July 31, 2022						Year Ended July 31, 2021
Distributions Paid From						Distributions Paid From
Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid		Net Long-Term Capital Gains		Total Distributions Paid
$	790	$	236,033	$	236,823	$	3,780	$	3,780

As of April 30, 2023, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Qualified Late-Year Losses*				Accumulated Capital and Other Losses				Unrealized Appreciation (Depreciation)**				Total Accumulated Earnings (Loss)
$	(870	)		$	(49,557	)		$	555,094			$	504,667

* Qualified late-year losses are comprised of post-October capital losses incurred after October 31 and certain late-year ordinary losses. These losses are deemed to arise on the first day of the Fund's next taxable year.

** The difference between the book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to tax deferral of losses on wash sales.

Short-Term Amount				Long-Term Amount				Total
$	44,048			$	5,509			$	49,557

Cost of Investments for Federal Tax Purposes				Gross Unrealized Appreciation				Gross Unrealized Depreciation				Net Unrealized Appreciation (Depreciation)
$	1,009,661			$	587,758			$	(32,664	)		$	555,094

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of Victory Aggressive Growth Fund (Formerly USAA Aggressive Growth Fund)

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Victory Aggressive Growth Fund (formerly USAA Aggressive Growth Fund) (the "Fund") (one of the funds constituting Victory Portfolios III (formerly USAA Mutual Funds Trust) (the "Trust")), including the schedule of portfolio investments as of April 30, 2023, and the related statements of operations for the period from August 1, 2022 through April 30, 2023 and the year ended July 31, 2022, the statements of changes in net assets for the period from August 1, 2022 through April 30, 2023 and each of the two years in the period ended July 31, 2022, the financial highlights for the period from August 1, 2022 through April 30, 2023 and each of the five years in the period ended July 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting Victory Portfolios III) at April 30, 2023, the results of its operations for the period from August 1, 2022 through April 30, 2023 and the year ended July 31, 2022, the changes in its net assets for the period from August 1, 2022 through April 30, 2023 and each of the two years in the period ended July 31, 2022, and its financial highlights for the period from August 1, 2022 through April 30, 2023 and each of the five years in the period ended July 31, 2022, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2023, by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
June 28, 2023

Victory Portfolios III

Supplemental Information
April 30, 2023

(Unaudited)

Trustee and Officer Information

Board of Trustees:

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Independent Trustees

Jefferson C. Boyce
(September 1957)

Independent Chair

Trustee since September 2013, Independent Chair since January 2021

Retired.

Westhab, Inc., New York Theological Seminary, American Filtration Corp.

Dawn M. Hawley
(February 1954)

Trustee

Trustee since April 2014

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Daniel S. McNamara
(June 1966)

Trustee

Trustee since January 2012

None

Paul L. McNamara
(July 1948)

Trustee

Trustee since January 2012

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Richard Y. Newton, III (January 1956)

Trustee

Trustee since March 2017

Terran Orbital Corp., American Made Filtration Corp.

Barbara B. Ostdiek, Ph.D.
(March 1964)

Trustee

Trustee since January 2008

None

John C. Walters
(February 1962)

Trustee

Trustee since July 2019

Retired.

Guardian Variable Products Trust (16 series)

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Fund

Term of
Office and
Length of
Time Served

Principal Occupation(s) Held
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Interested Trustee

David C. Brown
(May 1972)

Trustee

Trustee since July 2019

45 portfolios within the Trust; 40 portfolios within the Victory Portfolios, 25 series within the Victory Portfolios II, and 6 series within the Victory Variable Insurance Funds

None

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Officers of the Trust

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

James K. De Vries
(April 1969)

President

March 2018*

Scott Stahorsky
(July 1969)

Vice President

July 2019

Thomas Dusenberry
(July 1977)

Secretary

June 2022

Allan Shaer,
(March 1965)

Treasurer

July 2019*

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

Christopher Ponte,
(March 1984)

Assistant Treasurer

May 2023

Carol D. Trevino
(October 1965)

Assistant Treasurer

September 2018

Charles Booth
(April 1960)

Anti-Money Laundering Compliance Officer and Identity Theft Officer

July 2019

Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (2007-present).

Sean Fox
(September 1976)

Chief Compliance Officer

June 2022

* Effective May 1, 2023, Mr. De Vries resigned as Treasurer and accepted the position of President, and Mr. Shaer resigned as Assistant Treasurer and accepted the position of Treasurer.

Effective May 1, 2023, Christopher Dyer resigned as the President of the Trust.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent 12 months ended June 30 is available on the SEC's website at sec.gov.

Availability of Schedules of Portfolio Investments:

Expense Examples

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from November 1, 2022, through April 30, 2023.

	Beginning Account Value 11/1/22		Actual Ending Account Value 4/30/23		Hypothetical Ending Account Value 4/30/23		Actual Expenses Paid During Period 11/1/22- 4/30/23*		Hypothetical Expenses Paid During Period 11/1/22- 4/30/23*		Annualized Expense Ratio During Period 11/1/22- 4/30/23
Fund Shares	$	1,000.00	$	1,131.40	$	1,021.42	$	3.59	$	3.41		0.68	%
Institutional Shares		1,000.00		1,132.20		1,022.22		2.75		2.61		0.52	%

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Additional Federal Income Tax Information

				Long-Term Capital Gain Distributions
				$	32,317

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

Victory Aggressive Growth Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of Victory Portfolios III Trust (the "Trust") held on December 8-9, 2022, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 8-9, 2022 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 21, 2022.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

Advisory Agreement

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management program, (iv) derivatives risk management program, and (v) cybersecurity programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's net management fee rate — which includes advisory and administrative services and the effects of any performance adjustment, as well as any fee waivers and reimbursements — was below the median of its expense group and its expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were below the median of its expense group and its expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund.

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was below the average of its performance universe and its Lipper index for the one-, three-, five- and ten-year periods ended June 30, 2022. The Board took into account management's discussion of the Fund's performance, including the reasons for the Fund's underperformance.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees noted that the Adviser reimbursed or waived a portion of its management fees to the Fund. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — The Board noted that the Fund has advisory fee breakpoints that allow the Fund to participate in economies of scale and that such economies of scale were currently reflected in the advisory fee. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board also considered the effect of the change in size, if any, of each of the Fund's classes on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices and the Adviser is appropriately monitoring the Fund's performance; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and its affiliates and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Liquidity Risk Management Program:

The Victory Portfolio III Funds (the "Trust") have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage the Fund's liquidity risk, taking into consideration the Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short- and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The Trust's Board of Trustees approved the appointment of the Fund's investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.

At a meeting held on March 10, 2023, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-RN (prior to August 2022, Form N-LIQUID) and recommended no material changes to the LRMP.

Privacy Policy

Protecting the Privacy of Information

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic, and procedural safeguards to guard your personal information.*

P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our website at:				Call
vcm.com				(800) 235-8396

23417-0723

April 30, 2023

Annual Report

Victory Growth Fund

(Formerly USAA^® Growth Fund)

vcm.com

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• Detailed performance records

• Daily share prices

• The latest fund news

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• A section dedicated to investment professionals

Victory Portfolios III

TABLE OF CONTENTS

Shareholder Letter (Unaudited)					2
Manager's Commentary (Unaudited)					4
Investment Overview (Unaudited)					6
Investment Objective & Portfolio Holdings (Unaudited)					7
Schedule of Portfolio Investments					8
Financial Statements
Statement of Assets and Liabilities					11
Statements of Operations					12
Statements of Changes in Net Assets					13
Financial Highlights					14
Notes to Financial Statements					16
Report of Independent Registered Public Accounting Firm					26
Supplemental Information (Unaudited)					27
Trustee and Officer Information					27
Proxy Voting and Portfolio Holdings Information					33
Expense Examples					33
Additional Federal Income Tax Information					34
Advisory Contract Approval					35
Liquidity Risk Management Program					39
Privacy Policy (inside back cover)

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

For more specific information, please consult your tax adviser.

• NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE

(Unaudited)

Dear Shareholder,

If you are reading this letter but double-checking your calendar, be assured there's no mistake. The annual reporting period for your Victory Mutual Fund (formerly USAA^® Mutual Fund) has shifted from a fiscal year ended July 31^st to a fiscal year ended April 30^th. This change has no impact on any of your investments and simply aims to help us improve efficiencies and reduce operational costs. Therefore, this letter covers an abbreviated "annual" period from August 1, 2022, through April 30, 2023. Future annual reports will cover the 12-month period ended April 30 going forward.

From all of us here at Victory Capital, thank you for your ongoing confidence and for letting us help you work toward your investment goals.

James De Vries

President,
Victory Funds

Victory Growth Fund

Managers' Commentary
(Unaudited)

• What were the market conditions during the reporting period?

The reporting period began with a rally that continued into mid-August, on hopes that the U.S. Federal Reserve (the "Fed") would pivot toward a more accommodative policy. However, messaging from Fed Chairman, Jerome Powell, and a stronger-than-expected inflation report in early September dampened investor optimism over the central bank's trajectory and the odds of avoiding recession. The Fed went on to hike rates aggressively by 75 basis points ("bps") twice during the quarter, bringing the benchmark Fed funds rate target to a range of 3.0% to 3.25%, as compared to 0% to 0.25% at the beginning of the year. (A basis point is 1/100^th of a percentage point.) For its part, the European Central Bank raised its reference rate by 50 bps in July, followed by another 75 bps in September. Other factors that weighed on sentiment during the quarter included the ongoing Russia-Ukraine war, an energy crisis in Europe, and the resumption of COVID-19 lockdowns in China.

Victory Growth Fund

Managers' Commentary (continued)

• How did the Victory Growth Fund (the "Fund") perform during the reporting period?

The Fund has two share classes: Fund Shares and Institutional Shares. The Fund's fiscal year-end changed this year to April 30 from July 31, resulting in a shorter reporting period for fiscal year ended 2023. For the nine-month reporting period ended April 30, 2023, the Fund Shares and Institutional Shares had total returns (at net asset value) of 6.19% and 6.21%, respectively. This compares to returns of 1.59% for the Russell 1000^® Growth Index (the "Index") and 2.34% for the Lipper Large-Cap Growth Funds Index.

Victory Capital Management Inc. ("VCM") is the Fund's investment adviser. As the investment adviser, VCM employs dedicated resources to support the research, selection, and monitoring of the Fund's subadviser. Loomis, Sayles & Company, L.P., is an external subadviser to the Fund, while RS Investments Growth is a VCM investment franchise that each manage portions of the Fund. Primary responsibility for the day-to-day discretionary management of the Fund lies with the subadviser and the investment franchise.

• What strategies did you employ during the reporting period?

For the reporting period, the Fund outperformed the Index as both stock selection and sector allocation contributed to performance versus the Index. Stock selection in communication services was a positive contributor while stock selection in financials was a negative contributor. An underweight to real estate helped performance while an underweight to information technology hurt performance.

Thank you for allowing us to assist you with your investment needs.

Victory Growth Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended April 30, 2023

Fund Shares

Institutional Shares

INCEPTION DATE

4/5/71

8/1/08

Net Asset Value

Russell 1000^®
Growth Index¹

Lipper Large-Cap
Growth Funds
Index²

One Year

5.89

5.94

2.34

1.57

Five Year

9.85

9.88

13.80

11.27

Ten Year

12.37

12.42

14.46

12.96

Victory Growth Fund — Growth of $10,000

The graph reflects investment growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Victory Portfolios III
Victory Growth Fund

April 30, 2023

(Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks long-term growth of capital.

Top 10 Equity Holdings*:

April 30, 2023

(% of Net Assets)

Microsoft Corp.	8.5	%
NVIDIA Corp.	6.1	%
Apple, Inc.	5.6	%
Meta Platforms, Inc. Class A	5.3	%
Visa, Inc. Class A	5.3	%
Amazon.com, Inc.	4.2	%
Alphabet, Inc. Class C	3.9	%
Vertex Pharmaceuticals, Inc.	3.6	%
The Boeing Co.	3.0	%
Tesla, Inc.	3.0	%

Sector Allocation*:

April 30, 2023

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Victory Portfolios III
Victory Growth Fund

Schedule of Portfolio Investments
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (99.1%)
Communication Services (14.8%):
Alphabet, Inc. Class A (a)		320,380	$	34,389
Alphabet, Inc. Class C (a)		725,112		78,472
Meta Platforms, Inc. Class A (a)		451,730		108,560
Netflix, Inc. (a)		150,070		49,513
The Walt Disney Co. (a)		293,677		30,102
				301,036
Consumer Discretionary (12.9%):
Alibaba Group Holding Ltd., ADR (a)		141,184		11,957
Amazon.com, Inc. (a)		815,161		85,959
Booking Holdings, Inc. (a)		3,796		10,197
Chipotle Mexican Grill, Inc. (a)		2,841		5,874
Five Below, Inc. (a)		47,002		9,276
Starbucks Corp.		240,525		27,490
Tesla, Inc. (a)		370,309		60,845
Tractor Supply Co.		38,007		9,061
Ulta Beauty, Inc. (a)		19,801		10,919
Yum China Holdings, Inc.		136,136		8,329
Yum! Brands, Inc.		163,867		23,036
				262,943
Consumer Staples (4.4%):
Costco Wholesale Corp.		44,556		22,421
Monster Beverage Corp. (a)		709,211		39,716
PepsiCo, Inc.		87,861		16,772
The Hershey Co.		43,576		11,899
				90,808
Energy (0.6%):
Cheniere Energy, Inc.		32,655		4,996
Diamondback Energy, Inc.		55,312		7,866
				12,862
Financials (9.7%):
Block, Inc. (a)		198,010		12,037
FactSet Research Systems, Inc.		44,771		18,432
LPL Financial Holdings, Inc.		18,715		3,908
MSCI, Inc.		19,997		9,648
PayPal Holdings, Inc. (a)		177,924		13,522
SEI Investments Co.		254,932		15,018
The Progressive Corp.		69,324		9,456
Toast, Inc. Class A (a)		404,293		7,358
Visa, Inc. Class A		464,402		108,080
				197,459
Health Care (13.5%):
Agilent Technologies, Inc.		72,076		9,761
Dexcom, Inc. (a)		123,351		14,967
Illumina, Inc. (a)		88,798		18,253

See notes to financial statements.

Victory Portfolios III
Victory Growth Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Intuitive Surgical, Inc. (a)		85,711	$	25,818
Novartis AG, ADR		170,668		17,506
Novo Nordisk A/S, ADR		125,847		21,028
Regeneron Pharmaceuticals, Inc. (a)		57,799		46,343
Roche Holdings Ltd., ADR		387,477		15,197
Tenet Healthcare Corp. (a)		116,343		8,530
UnitedHealth Group, Inc.		47,684		23,465
Vertex Pharmaceuticals, Inc. (a)		215,412		73,397
				274,265
Industrials (8.1%):
CoStar Group, Inc. (a)		113,500		8,734
Deere & Co.		38,334		14,491
Expeditors International of Washington, Inc.		168,525		19,185
HEICO Corp. Class A		122,053		16,383
IDEX Corp.		21,827		4,503
Old Dominion Freight Line, Inc.		51,428		16,477
Quanta Services, Inc.		64,934		11,015
The Boeing Co. (a)		294,872		60,974
Verisk Analytics, Inc.		69,538		13,498
				165,260
IT Services (1.2%):
Shopify, Inc. Class A (a)		359,061		17,396
Snowflake, Inc. Class A (a)		55,179		8,171
				25,567
Materials (0.6%):
Graphic Packaging Holding Co.		460,891		11,366
Real Estate (0.5%):
SBA Communications Corp.		36,434		9,505
Semiconductors & Semiconductor Equipment (8.6%):
Advanced Micro Devices, Inc. (a)		143,740		12,846
Lam Research Corp.		19,379		10,156
Monolithic Power Systems, Inc.		20,167		9,317
NVIDIA Corp.		444,505		123,346
QUALCOMM, Inc.		163,348		19,079
				174,744
Software (18.6%):
Autodesk, Inc. (a)		171,567		33,419
Intuit, Inc.		24,318		10,796
Microsoft Corp.		562,994		172,985
Oracle Corp.		515,580		48,836
Palo Alto Networks, Inc. (a)		58,434		10,662
Salesforce, Inc. (a)		239,312		47,472
ServiceNow, Inc. (a)		47,755		21,940
Synopsys, Inc. (a)		32,801		12,180
Workday, Inc. Class A (a)		108,956		20,281
				378,571

See notes to financial statements.

Victory Portfolios III
Victory Growth Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Technology Hardware, Storage & Peripherals (5.6%):
Apple, Inc.		673,237	$	114,235
Total Common Stocks (Cost $1,069,745)				2,018,621
Total Investments (Cost $1,069,745) — 99.1%				2,018,621
Other assets in excess of liabilities — 0.9%				18,838
NET ASSETS — 100.00%			$	2,037,459

(a) Non-income producing security.

ADR — American Depositary Receipt

See notes to financial statements.

Victory Portfolios III

Statement of Assets and Liabilities
April 30, 2023

(Amounts in Thousands, Except Per Share Amounts)

	Victory Growth Fund
Assets:
Investments, at value (Cost $1,069,745)	$	2,018,621
Cash		19,720
Receivables:
Interest and dividends		53
Capital shares issued		667
Investments sold		3,002
Reclaims		261
From Adviser		11
Prepaid expenses		16
Total Assets		2,042,351
Liabilities:
Payables:
Investments purchased		1,885
Capital shares redeemed		1,419
Accrued expenses and other payables:
Investment advisory fees		1,077
Administration fees		230
Custodian fees		15
Transfer agent fees		135
Compliance fees		2
Trustees' fees		—	(a)
Other accrued expenses		129
Total Liabilities		4,892
Net Assets:
Capital		1,086,962
Total accumulated earnings/(loss)		950,497
Net Assets	$	2,037,459
Net Assets
Fund Shares	$	1,594,565
Institutional Shares		442,894
Total	$	2,037,459
Shares (unlimited number of shares authorized with no par value):
Fund Shares		57,870
Institutional Shares		16,111
Total		73,981
Net asset value, offering and redemption price per share: (b)
Fund Shares	$	27.55
Institutional Shares		27.49

(a) Rounds to less than $1 thousand.

(b) Per share amount may not recalculate due to rounding of net assets and/or shares outstanding.

See notes to financial statements.

Victory Portfolios III

Statements of Operations

(Amounts in Thousands)

	Victory Growth Fund
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022
Investment Income:
Dividends	$	8,233		$	13,511
Interest		208			29
Securities lending (net of fees)		9			10
Foreign tax withholding		(10	)		—
Total Income		8,440			13,550
Expenses:
Investment advisory fees		9,313			19,518
Administration fees — Fund Shares		1,664			2,907
Administration fees — Institutional Shares		431			1,292
Sub-Administration fees		54			63
Custodian fees		82			172
Transfer agent fees — Fund Shares		891			1,265
Transfer agent fees — Institutional Shares		431			1,292
Trustees' fees		35			50
Compliance fees		16			24
Legal and audit fees		65			73
State registration and filing fees		55			58
Interfund lending fees		6			1
Line of credit fees		—			2
Other expenses		231			305
Total Expenses		13,274			27,022
Expenses waived/reimbursed by Adviser		(56	)		—
Net Expenses		13,218			27,022
Net Investment Income (Loss)		(4,778	)		(13,472	)
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		96,014			148,621
Net change in unrealized appreciation/depreciation on investment securities		(319	)		(932,308	)
Net realized/unrealized gains (losses) on investments		95,695			(783,687	)
Change in net assets resulting from operations	$	90,917		$	(797,159	)

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

See notes to financial statements.

Victory Portfolios III

Statements of Changes in Net Assets

(Amounts in Thousands)

	Victory Growth Fund
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021
From Investments:
Operations:
Net Investment Income (Loss)	$	(4,778	)	$	(13,472	)	$	(12,184	)
Net realized gains (losses)		96,014			148,621			369,266
Net change in unrealized appreciation/ depreciation		(319	)		(932,308	)		569,910
Change in net assets resulting from operations		90,917			(797,159	)		926,992
Distributions to Shareholders:
Fund Shares		(90,169	)		(207,204	)		(85,081	)
Institutional Shares		(31,795	)		(139,551	)		(52,266	)
Change in net assets resulting from distributions to shareholders		(121,964	)		(346,755	)		(137,347	)
Change in net assets resulting from capital transactions		(737,723	)		387,328			(243,688	)
Change in net assets		(768,770	)		(756,586	)		545,957
Net Assets:
Beginning of period		2,806,229			3,562,815			3,016,858
End of period	$	2,037,459		$	2,806,229		$	3,562,815
Capital Transactions:
Fund Shares
Proceeds from shares issued	$	44,091		$	91,044		$	122,264
Distributions reinvested		88,787			204,327			83,901
Cost of shares redeemed		(141,936	)		(234,982	)		(313,290	)
Total Fund Shares	$	(9,058	)	$	60,389		$	(107,125	)
Institutional Shares
Proceeds from shares issued	$	39,731		$	509,954		$	68,924
Distributions reinvested		31,707			139,296			52,208
Cost of shares redeemed		(800,103	)		(322,311	)		(257,695	)
Total Institutional Shares	$	(728,665	)	$	326,939		$	(136,563	)
Change in net assets resulting from capital transactions	$	(737,723	)	$	387,328		$	(243,688	)
Share Transactions:
Fund Shares
Issued		1,718			2,757			3,519
Reinvested		3,642			5,764			2,483
Redeemed		(5,561	)		(7,091	)		(9,059	)
Total Fund Shares		(201	)		1,430			(3,057	)
Institutional Shares
Issued		1,666			14,873			1,950
Reinvested		1,304			3,940			1,549
Redeemed		(30,353	)		(9,492	)		(7,520	)
Total Institutional Shares		(27,383	)		9,321			(4,021	)
Change in Shares		(27,584	)		10,751			(7,078	)

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

See notes to financial statements.

Victory Portfolios III

Financial Highlights

For a Share Outstanding Throughout Each Period

	Victory Growth Fund
	Fund Shares
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021			Year Ended July 31, 2020			Year Ended July 31, 2019			Year Ended July 31, 2018
Net Asset Value, Beginning of Period	$	27.66		$	39.27		$	30.85		$	31.54		$	32.15		$	28.65
Investment Activities:
Net investment income (loss)		(0.06	)(b)		(0.14	)(b)		(0.13	)(b)		(0.05	)(b)		0.12			0.07
Net realized and unrealized gains (losses)		1.55			(7.72	)		10.03			6.18			2.80			4.18
Total from Investment Activities		1.49			(7.86	)		9.90			6.13			2.92			4.25
Distributions to Shareholders from:
Net investment income		—			��			—			(0.08	)		(0.09	)		(0.05	)
Net realized gains		(1.60	)		(3.75	)		(1.48	)		(6.74	)		(3.44	)		(0.70	)
Total Distributions		(1.60	)		(3.75	)		(1.48	)		(6.82	)		(3.53	)		(0.75	)
Net Asset Value, End of Period	$	27.55		$	27.66		$	39.27		$	30.85		$	31.54		$	32.15
Total Return (c) (d)		6.19	%		(22.11	)%		32.87	%		23.71	%		10.90	%		14.99	%
Ratios to Average Net Assets:
Net Expenses (e) (f) (g) (h)		0.88	%		0.84	%		0.84	%		0.91	%		0.90	%(i)		0.97	%(i)
Net Investment Income (Loss) (e)		(0.33	)%		(0.43	)%		(0.38	)%		(0.16	)%		0.41	%		0.33	%
Gross Expenses (e) (f)		0.88	%		0.84	%		0.84	%		0.91	%		0.90	%(i)		0.97	%(i)
Supplemental Data:
Net Assets at end of period (000's)	$	1,594,565		$	1,606,239		$	2,224,130		$	1,841,547		$	1,676,470		$	1,581,693
Portfolio Turnover (c) (j)		33	%		62	%		40	%		59	%		70	%(k)		19	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(e) Annualized for periods less than one year.

(f) Does not include acquired fund fees and expenses, if any.

(g) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through November 30, 2023, instead of coinciding with the Fund's fiscal year end.

(i) Reflects total annual operating expenses before reduction of any expenses paid indirectly. The share's expenses paid indirectly decreased the expense ratio by less than 0.01%.

(j) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(k) Reflects increased trading activity due to current year transition or asset allocation shift.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Victory Growth Fund
	Institutional Shares
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021			Year Ended July 31, 2020			Year Ended July 31, 2019			Year Ended July 31, 2018
Net Asset Value, Beginning of Period	$	27.59		$	39.17		$	30.77		$	31.47		$	32.08		$	28.59
Investment Activities:
Net investment income (loss)		(0.05	)(b)		(0.13	)(b)		(0.13	)(b)		(0.04	)(b)		0.15			0.09
Net realized and unrealized gains (losses)		1.55			(7.70	)		10.01			6.16			2.78			4.18
Total from Investment Activities		1.50			(7.83	)		9.88			6.12			2.93			4.27
Distributions to Shareholders from:
Net investment income		—			—			—			(0.08	)		(0.10	)		(0.08	)
Net realized gains		(1.60	)		(3.75	)		(1.48	)		(6.74	)		(3.44	)		(0.70	)
Total Distributions		(1.60	)		(3.75	)		(1.48	)		(6.82	)		(3.54	)		(0.78	)
Net Asset Value, End of Period	$	27.49		$	27.59		$	39.17		$	30.77		$	31.47		$	32.08
Total Return (c) (d)		6.21	%		(22.09	)%		32.89	%		23.75	%		10.94	%		15.07	%
Ratios to Average Net Assets:
Net Expenses (e) (f) (g) (h)		0.82	%		0.83	%		0.83	%		0.87	%		0.85	%(i)		0.92	%(i)
Net Investment Income (Loss) (e)		(0.25	)%		(0.41	)%		(0.36	)%		(0.13	)%		0.47	%		0.39	%
Gross Expenses (e) (f)		0.83	%		0.83	%		0.83	%		0.87	%		0.85	%(i)		0.92	%(i)
Supplemental Data:
Net Assets at end of period (000's)	$	442,894		$	1,199,990		$	1,338,685		$	1,175,311		$	1,083,799		$	1,324,054
Portfolio Turnover (c) (j)		33	%		62	%		40	%		59	%		70	%(k)		19	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(e) Annualized for periods less than one year.

(f) Does not include acquired fund fees and expenses, if any.

(g) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through November 30, 2023, instead of coinciding with the Fund's fiscal year end.

(i) Reflects total annual operating expenses before reduction of any expenses paid indirectly. The share's expenses paid indirectly decreased the expense ratio by less than 0.01%.

(j) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(k) Reflects increased trading activity due to current year transition or asset allocation shift.

See notes to financial statements.

Victory Portfolios III

Notes to Financial Statements
April 30, 2023

1. Organization:

The accompanying financial statements are those of the Victory Growth Fund (formerly USAA Growth Fund) (the "Fund"). The Fund offers two classes of shares: Fund Shares and Institutional Shares. The Fund is classified as diversified under the 1940 Act.

2. Significant Accounting Policies:

Investment Valuation:

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:

• Level 1 — quoted prices (unadjusted) in active markets for identical securities

• Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, or credit spreads, applicable to those securities, etc.)

• Level 3 — significant unobservable inputs (including the Adviser's assumptions in determining the fair value of investments)

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Investments in open-end investment companies, other than ETFs, are valued at their net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.

	Level 1		Level 2		Level 3		Total
Common Stocks	$	2,018,621	$	—	$	—	$	2,018,621
Total	$	2,018,621	$	—	$	—	$	2,018,621

As of April 30, 2023, there were no transfers into/out of Level 3.

Real Estate Investment Trusts ("REITs"):

Investment Companies:

Open-End Funds:

Investment Transactions and Related Income:

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Securities Lending:

The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or repledged, except to satisfy borrower default.

As of April 30, 2023, the Fund did not have any securities on loan.

Foreign Taxes:

Federal Income Taxes:

The Fund intends to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund had a tax year end of July 31, and effective April 30, 2023, the Fund changed its tax year end to April 30.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

the current fiscal tax year end). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Allocations:

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the nine months ended April 30, 2023, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities
Purchases		Sales
$	673,109	$	1,534,250

4. Affiliated Fund Ownership:

Affiliated Victory Portfolios III Mutual Funds	Ownership %
Victory Cornerstone Conservative Fund		0.1
Victory Cornerstone Equity Fund		0.2
Victory Target Retirement Income Fund		0.4
Victory Target Retirement 2030 Fund		1.2
Victory Target Retirement 2040 Fund		2.0
Victory Target Retirement 2050 Fund		1.3
Victory Target Retirement 2060 Fund		0.2

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.65% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Investment advisory fees.

The performance adjustment for each share class is accrued daily and calculated monthly by comparing the respective class' performance to that of the Lipper Large-Cap Growth Funds Index. The Lipper

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Large-Cap Growth Funds Index tracks the total return performance of the largest funds within the Lipper Large-Cap Growth Funds category.

The performance period for each share class consists of the current month plus the previous 35 months. The following table is utilized to determine the extent of the performance adjustment:

Over/Under Performance Relative to Index (in basis points)^(a)		Annual Adjustment Rate (in basis points)
	+/- 100 to 400		+/- 4
	+/- 401 to 700		+/- 5
	+/- 701 and greater		+/- 6

(a) Based on the difference between the average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point.

For the period August 1, 2022, to April 30, 2023, performance adjustments were $(430) and $(268) for Fund Shares and Institutional Shares, in thousands, respectively. Performance adjustments were (0.04)% and (0.06)% for Fund Shares and Institutional Shares, respectively. For the period August 1, 2021, to July 31, 2022, performance adjustments were $(907) and $(569) for Fund Shares and Institutional Shares, in thousands, respectively. Performance adjustments were (0.05)% and (0.04)% for Fund Shares and Institutional Shares, respectively. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

VCM entered into a Subadvisory Agreement with Loomis, Sayles & Company, L.P. ("Loomis Sayles") under which Loomis Sayles directs the investment and reinvestment of a portion of the Fund's assets (as allocated from time to time by VCM). This arrangement provides for monthly fees that are paid by VCM. VCM (not the Fund) pays the subadviser fees.

Administration and Servicing Fees:

VCM also serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15% and 0.10%, which is based on the Fund's average daily net assets of the Fund Shares and Institutional Shares, respectively. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Administration fees.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

specifically allocated to the Fund. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Sub-Administration fees.

The Fund (as part of the Trust) has entered into an agreement with the Adviser to provide compliance services, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration, and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. The funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Compliance fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser, provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual charge of $23 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent fees for the Institutional Shares are paid monthly based on a fee accrued daily at an annualized rate of 0.10% of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Transfer agent fees.

Distributor/Underwriting Services:

Other Fees:

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least November 30, 2023. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limits for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Performance adjustments, acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of April 30, 2023, the expense limits (excluding voluntary waivers) were 0.92% and 0.88% for Fund Shares and Institutional Shares, respectively.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Expires 2026				Total
$	56			$	56

As of July 31, 2022, there were no amounts available to be repaid to the Adviser.

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the nine months ended April 30, 2023, and the year ended July 31, 2022.

6. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, terrorism, trade disputes, inflation rates, interest rate levels and other fiscal and monetary policy changes, cybersecurity incidents, pandemics and other public health crises, sanctions against a particular foreign country, its nationals, businesses or industries and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, or other catastrophes, may add to instability in global economies and markets generally, and may lead to increased market volatility. Global economies and financial markets are highly interconnected, which increases the possibility that conditions in one country or region might adversely affect issuers in another country or region. The impact of these and other factors may be short-term or may last for extended periods.

7. Borrowing and Interfund Lending:

Line of Credit:

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the nine months ended April 30, 2023, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from August 1, 2021, through June 27, 2022, interest was based on the one-month London Interbank Offered Rate ("LIBOR") plus one percent. For the period June 28, 2022, through April 30, 2023, interest was based on the one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent. The Fund did not experience a material financial impact transitioning from LIBOR to SOFR. Effective with the next amendment on June 27, 2023, the annual commitment fee of 0.15% will remain unchanged. Interest charged to the Fund during the period, if applicable, is reflected on the Statements of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the nine months ended April 30, 2023.

The average borrowing for the days outstanding and average interest rate for the Fund during the year ended July 31, 2022, were as follows (amounts in thousands):

Amount Outstanding at July 31, 2022				Average Borrowing*				Average Interest Rate*				Maximum Borrowing During the Period
$	—			$	18,600				1.21	%		$	18,600

* Based on the number of days borrowings were outstanding for the year ended July 31, 2022.

Interfund Lending:

The Trust and the Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other fund in the Victory Funds Complex that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending.

The average borrowing or lending for the days outstanding and average interest rate for the Fund during the nine months ended April 30, 2023, were as follows (amounts in thousands):

Borrower or Lender				Amount Outstanding at April 30, 2023				Average Borrowing*				Average Interest Rate*				Maximum Borrowing During the Period
Borrower				$	—			$	4,116				4.19	%		$	8,405

* Based on the number of days borrowings were outstanding for the nine months ended April 30, 2023.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

The average borrowing or lending for the days outstanding and average interest rate for the Fund during the year ended July 31, 2022, were as follows (amounts in thousands):

Borrower or Lender				Amount Outstanding at July 31, 2022				Average Borrowing*				Average Interest Rate*				Maximum Borrowing During the Period
Borrower				$	—			$	3,842				0.95	%		$	6,361

* Based on the number of days borrowings were outstanding for the year ended July 31, 2022.

8. Federal Income Tax Information:

The Fund intends to distribute any net investment income annually. Distributable net realized gains, if any, are declared and paid at least annually.

The amounts of dividends from net investment income and distributions from net realized gains (collectively, distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

As of April 30, 2023, on the Statement of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows (amounts in thousands):

Total Accumulated Earnings/(Loss)				Capital
$	5,201			$	(5,201	)

Nine Months Ended April 30, 2023
Distributions Paid From
Net Long-Term Capital Gains		Total Distributions Paid
$	121,964	$	121,964

Year Ended July 31, 2022						Year Ended July 31, 2021
Distributions Paid From						Distributions Paid From
Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid		Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid
$	50,411	$	296,344	$	346,755	$	30,568	$	106,779	$	137,347

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

As of April 30, 2023, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed Long-Term Capital Gains				Qualified Late-Year Losses*				Unrealized Appreciation (Depreciation)**				Total Accumulated Earnings (Loss)
$	53,862			$	(2,218	)		$	898,853			$	950,497

* The difference between the book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to tax deferral of losses on wash sales and REIT adjustments.

As of April 30, 2023, the Fund had no capital loss carryforwards for federal income tax purposes.

Cost of Investments for Federal Tax Purposes				Gross Unrealized Appreciation				Gross Unrealized Depreciation				Net Unrealized Appreciation (Depreciation)
$	1,119,768			$	998,581			$	(99,728	)		$	898,853

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of Victory Growth Fund (Formerly USAA Growth Fund)

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Victory Growth Fund (formerly USAA Growth Fund) (the "Fund") (one of the funds constituting Victory Portfolios III (formerly USAA Mutual Funds Trust) (the "Trust")), including the schedule of portfolio investments as of April 30, 2023, and the related statements of operations for the period from August 1, 2022 through April 30, 2023 and the year ended July 31, 2022, the statements of changes in net assets for the period from August 1, 2022 through April 30, 2023 and each of the two years in the period ended July 31, 2022, the financial highlights for the period from August 1, 2022 through April 30, 2023 and each of the five years in the period ended July 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting Victory Portfolios III) at April 30, 2023, the results of its operations for the period from August 1, 2022 through April 30, 2023 and the year ended July 31, 2022, the changes in its net assets for the period from August 1, 2022 through April 30, 2023 and each of the two years in the period ended July 31, 2022, and its financial highlights for the period from August 1, 2022 through April 30, 2023 and each of the five years in the period ended July 31, 2022, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2023, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
June 28, 2023

Victory Portfolios III

Supplemental Information
April 30, 2023

(Unaudited)

Trustee and Officer Information

Board of Trustees:

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Independent Trustees

Jefferson C. Boyce
(September 1957)

Independent Chair

Trustee since September 2013, Independent Chair since January 2021

Retired.

Westhab, Inc., New York Theological Seminary, American Filtration Corp.

Dawn M. Hawley
(February 1954)

Trustee

Trustee since April 2014

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Daniel S. McNamara
(June 1966)

Trustee

Trustee since January 2012

None

Paul L. McNamara
(July 1948)

Trustee

Trustee since January 2012

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Richard Y. Newton, III (January 1956)

Trustee

Trustee since March 2017

Terran Orbital Corp., American Made Filtration Corp.

Barbara B. Ostdiek, Ph.D.
(March 1964)

Trustee

Trustee since January 2008

None

John C. Walters
(February 1962)

Trustee

Trustee since July 2019

Retired.

Guardian Variable Products Trust (16 series)

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Fund

Term of
Office and
Length of
Time Served

Principal Occupation(s) Held
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Interested Trustee

David C. Brown
(May 1972)

Trustee

Trustee since July 2019

45 portfolios within the Trust; 40 portfolios within the Victory Portfolios, 25 series within the Victory Portfolios II, and 6 series within the Victory Variable Insurance Funds

None

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Officers of the Trust

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

James K. De Vries
(April 1969)

President

March 2018*

Scott Stahorsky
(July 1969)

Vice President

July 2019

Thomas Dusenberry
(July 1977)

Secretary

June 2022

Allan Shaer,
(March 1965)

Treasurer

July 2019*

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

Christopher Ponte,
(March 1984)

Assistant Treasurer

May 2023

Carol D. Trevino
(October 1965)

Assistant Treasurer

September
2018

Director, Financial Reporting, Fund Administration (5/1/23-present); Director, Accounting and Finance, the Adviser (7/1/19-4/30/23); Accounting/Financial Director, USAA (12/13-6/30/19). Ms. Trevino also serves as Assistant Treasurer of Victory Portfolios, Victory Portfolios II, and Victory Variable Insurance Funds (2/28/23-present).

Charles Booth
(April 1960)

Anti-Money Laundering Compliance Officer and Identity Theft Officer

July 2019

Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (2007-present).

Sean Fox
(September 1976)

Chief Compliance Officer

June 2022

* Effective May 1, 2023, Mr. De Vries resigned as Treasurer and accepted the position of President, and Mr. Shaer resigned as Assistant Treasurer and accepted the position of Treasurer.

Effective May 1, 2023, Christopher Dyer resigned as the President of the Trust.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent 12 months ended June 30 is available on the SEC's website at sec.gov.

Availability of Schedules of Portfolio Investments:

Expense Examples

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from November 1, 2022, through April 30, 2023.

	Beginning Account Value 11/1/22		Actual Ending Account Value 4/30/23		Hypothetical Ending Account Value 4/30/23		Actual Expenses Paid During Period 11/1/22- 4/30/23*		Hypothetical Expenses Paid During Period 11/1/22- 4/30/23*		Annualized Expense Ratio During Period 11/1/22- 4/30/23
Fund Shares	$	1,000.00	$	1,170.20	$	1,020.43	$	4.74	$	4.41		0.88	%
Institutional Shares		1,000.00		1,170.70		1,020.73		4.41		4.11		0.82	%

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Additional Federal Income Tax Information

Long-Term Capital Gain Distributions
$ 125,435

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

Victory Growth Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of Victory Portfolios III Trust (the "Trust") held on December 8-9, 2022, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") and the Subadvisory Agreement between the Adviser and Loomis, Sayles & Company, LP (the "Subadviser") with respect to the Fund. Prior to the December 8-9, 2022 meeting at which the Advisory Agreement and Subadvisory Agreement were approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement and Subadvisory Agreement at a meeting held on November 21, 2022.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and Subadvisory Agreement and the Adviser and the Subadviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's and the Subadviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement and Subadvisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement and the Subadvisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement and the Subadvisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

The Board considered the Advisory Agreement and the Subadvisory Agreement separately in the course of its review. In doing so, the Board noted the respective roles of the Adviser and the Subadviser in providing services to the Fund.

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser and the Subadviser. At the meeting at which the renewal of the Advisory Agreement and Subadvisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser and the Subadviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement and Subadvisory Agreement included information previously received at such meetings. The Board also recognized that the contractual arrangements for the Fund have been reviewed by the Board and discussed with the Adviser and Subadviser in prior years and that the Board's conclusions may be based, in part, on its consideration of these same arrangements in prior years.

Advisory Agreement

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

during the preceding year. The Board considered the fees paid to the Adviser and the services provided to the Fund by the Adviser under the Advisory Agreement, as well as other services provided by the Adviser and its affiliates under other agreements, and the personnel who provide these services. In addition to the investment advisory services provided to the Fund, the Adviser and its affiliates provide administrative services, shareholder services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management program, (iv) derivatives risk management program, and (v) cybersecurity programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The Board considered the Adviser's process for monitoring the performance of the Subadviser and the Adviser's timeliness in responding to performance issues. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's net management fee rate, which includes advisory and administrative services and the effects of any performance adjustment was below the median of its expense group and was above the median of its expense universe. The data indicated that the Fund's total expenses were above the median of its expense group and were below the median of its expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund. The Board also took into account that the subadvisory fees under the Subadvisory Agreement are paid by the Adviser. The Board also considered and discussed information about the Subadviser's fees, including the amount of management fees retained by the Adviser after payment of the subadvisory fees.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

ended June 30, 2022. The Board took into account management's discussion of the Fund's performance, including the reasons for the Fund's underperformance.

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees noted that the Adviser pays the Fund's subadvisory fees. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale. The Board took into account management's discussion of the current advisory fee structure. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board considered the fact that the Adviser also pays the Fund's subadvisory fees. The Board also considered the effect of the change in size, if any, of each of the Fund's classes on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices and the Adviser is appropriately monitoring the Fund's performance; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and its affiliates and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.

Subadvisory Agreement

In approving the Subadvisory Agreement with respect to the Fund, the Board considered various factors, among them: (i) the nature, extent, and quality of services provided to the Fund by the Subadviser, including the personnel providing services; (ii) the Subadviser's compensation and any other benefits derived from the subadvisory relationship; (iii) comparisons, to the extent applicable, of subadvisory fees and performance to comparable investment companies; and (iv) the terms of the Subadvisory Agreement. A summary of the Board's analysis of these factors is set forth below. After full consideration of a variety of factors, the Board, including the Independent Trustees, voted to approve the Subadvisory Agreement. In approving the Subadvisory Agreement, the Trustees did not identify any single factor as controlling, and each Trustee may have attributed different weights to various factors. Throughout their deliberations, the Independent Trustees were represented and assisted by Independent Counsel.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

underperformance from taking undue risks. The Trustees also noted the Subadviser's brokerage practices. The Board also considered the Subadviser's regulatory and compliance history. The Board also took into account the Subadviser's risk management processes. The Board noted that the Adviser's monitoring processes of the Subadviser include: (i) regular telephonic meetings to discuss, among other matters, investment strategies, and to review portfolio performance; (ii) quarterly portfolio compliance checklists and quarterly compliance certifications to the Board; and (iii) due diligence visits to the Subadviser.

Subadviser Compensation — The Board also took into consideration the financial condition of the Subadviser. In considering the cost of services to be provided by the Subadviser and the profitability to the Subadviser of its relationship with the Fund, the Trustees noted that the fees under the Subadvisory Agreement were paid by the Adviser. The Trustees also relied on the ability of the Adviser to negotiate the Subadvisory Agreement and the fees thereunder at arm's length. For the above reasons, the Board determined that the profitability of the Subadviser from its relationship with the Fund was not a material factor in its deliberations with respect to the consideration of the approval of the Subadvisory Agreement. For similar reasons, the Board concluded that the potential for economies of scale in the Subadviser's management of the Fund was not a material factor in considering the Subadvisory Agreement.

Subadvisory Fees and Fund Performance — The Board compared the subadvisory fees for the Fund with the fees that the Subadviser charges to comparable clients, as applicable. The Board considered that the Fund pays a management fee to the Adviser and that, in turn, the Adviser pays a subadvisory fee to the Subadviser. As noted above, the Board considered the Fund's performance during the one-, three-, five-, and ten-year periods ended June 30, 2022, as compared to the Fund's peer group and noted that the Board reviews at its regularly scheduled meetings information about the Fund's performance results. The Board also considered the performance of the Subadviser. The Board noted the Adviser's experience and resources in monitoring the performance, investment style, and risk-adjusted performance of the Subadviser. The Board was mindful of the Adviser's focus on the Subadviser's performance. The Board also noted the Subadviser's performance record for similar accounts, as applicable.

Conclusions — The Board reached the following conclusions regarding the Subadvisory Agreement: (i) the Subadviser is qualified to manage the Fund's assets in accordance with its investment objectives and policies; (ii) the Subadviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and relevant indices and the Adviser is appropriately monitoring the Fund's performamce; and (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser and the Subadviser. Based on its conclusions, the Board determined that approval of the Subadvisory Agreement with respect to the Fund would be in the best interests of the Fund and its shareholders.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Liquidity Risk Management Program:

The Victory Portfolio III Funds (the "Trust") have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage the Fund's liquidity risk, taking into consideration the Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short- and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The Trust's Board of Trustees approved the appointment of the Fund's investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.

At a meeting held on March 10, 2023, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N- RN (prior to August 2022, Form N-LIQUID) and recommended no material changes to the LRMP.

Privacy Policy

Protecting the Privacy of Information

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic, and procedural safeguards to guard your personal information.*

P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our website at:				Call
vcm.com				(800) 235-8396

23419-0723

April 30, 2023

Annual Report

Victory Growth & Income Fund

(Formerly USAA^® Growth & Income Fund)

vcm.com

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• Detailed performance records

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• The latest fund news

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Victory Portfolios III

TABLE OF CONTENTS

Shareholder Letter (Unaudited)					2
Manager's Commentary (Unaudited)					4
Investment Overview (Unaudited)					6
Investment Objective & Portfolio Holdings (Unaudited)					7
Schedule of Portfolio Investments					8
Financial Statements
Statement of Assets and Liabilities					13
Statements of Operations					14
Statements of Changes in Net Assets					15
Financial Highlights					17
Notes to Financial Statements					20
Report of Independent Registered Public Accounting Firm					29
Supplemental Information (Unaudited)					30
Trustee and Officer Information					30
Proxy Voting and Portfolio Holdings Information					36
Expense Examples					36
Additional Federal Income Tax Information					37
Advisory Contract Approval					38
Liquidity Risk Management Program					41
Privacy Policy (inside back cover)

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

For more specific information, please consult your tax adviser.

• NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE

(Unaudited)

Dear Shareholder,

If you are reading this letter but double-checking your calendar, be assured there's no mistake. The annual reporting period for your Victory Mutual Fund (formerly USAA^® Mutual Fund) has shifted from a fiscal year ended July 31^st to a fiscal year ended April 30^th. This change has no impact on any of your investments and simply aims to help us improve efficiencies and reduce operational costs. Therefore, this letter covers an abbreviated "annual" period from August 1, 2022, through April 30, 2023. Future annual reports will cover the 12-month period ended April 30 going forward.

From all of us here at Victory Capital, thank you for your ongoing confidence and for letting us help you work toward your investment goals.

James De Vries

President,
Victory Funds

Victory Growth & Income Fund

Managers' Commentary
(Unaudited)

• What were the market conditions during the reporting period?

The reporting period began with a rally that continued into mid-August, on hopes that the U.S. Federal Reserve (the "Fed") would pivot toward a more accommodative policy. However, messaging from Fed Chairman, Jerome Powell, and a stronger-than-expected inflation report in early September dampened investor optimism over the central bank's trajectory and the odds of avoiding recession. The Fed went on to hike rates aggressively by 75 basis points ("bps") twice during the quarter, bringing the benchmark Fed funds rate target to a range of 3.0% to 3.25%, as compared to 0% to 0.25% at the beginning of the year. (A basis point is 1/100^th of a percentage point.) For its part, the European Central Bank raised its reference rate by 50 bps in July, followed by another 75 bps in September. Other factors that weighed on sentiment during the quarter included the ongoing Russia-Ukraine war, an energy crisis in Europe, and the resumption of COVID-19 lockdowns in China.

Victory Growth & Income Fund

Managers' Commentary (continued)

• How did the Victory Growth & Income Fund (the "Fund") perform during the reporting period?

The Fund has three share classes: Fund Shares, Institutional Shares, and Class A. The Fund's fiscal year-end changed this year to April 30 from July 31, resulting in a shorter reporting period for fiscal year ended 2023. For the nine-month reporting period ended April 30, 2023, the Fund Shares, Institutional Shares, and Class A had total returns (at net asset value) of 1.84%, 2.57%, and 1.75%, respectively. This compares to returns of 1.40% for the Russell 3000^® Index (the "Index") and 1.82% for the Lipper Multi-Cap Core Funds Index.

• What strategies did you employ during the reporting period?

For the reporting period, the Fund outperformed the Index as stock selection and sector allocation contributed to performance versus the Index. Stock selection in consumer discretionary was a positive contributor while stock selection in industrials was a negative contributor. An overweight to information technology helped performance while an underweight to health care hurt performance.

Thank you for allowing us to assist you with your investment needs.

Victory Growth & Income Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended April 30, 2023

Fund Shares

Institutional
Shares

Class A

INCEPTION DATE

6/1/93

8/7/15

8/1/10

Net Asset Value

Maximum
Offering
Price

Russell 3000^®
Index¹

Lipper Multi-Cap
Core Funds
Index²

One Year

1.48

2.45

1.39

–4.44

1.50

1.43

Five Year

7.46

7.79

7.28

6.02

10.60

9.54

Ten Year

9.96

N/A

9.71

9.07

11.67

10.55

Since Inception

N/A

8.30

N/A

The maximum offering price figures reflect a maximum sales charge of 5.75% for Class A. Net Asset Value does not reflect sales charges. Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower.

Victory Growth & Income Fund — Growth of $10,000

¹The Russell 3000^® Index is an unmanaged index that measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²The unmanaged Lipper Multi-Cap Core Funds Index tracks the total return performance of funds within the Lipper Multi-Cap Core Funds category. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Victory Portfolios III
Victory Growth & Income Fund

April 30, 2023

(Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks capital growth with a secondary investment objective of current income.

Top 10 Equity Holdings*:

April 30, 2023

(% of Net Assets)

Apple, Inc.	6.6	%
Microsoft Corp.	6.6	%
Alphabet, Inc. Class C	2.5	%
Visa, Inc. Class A	2.4	%
NVIDIA Corp.	2.4	%
Vertex Pharmaceuticals, Inc.	2.2	%
Amazon.com, Inc.	2.0	%
UnitedHealth Group, Inc.	1.6	%
JPMorgan Chase & Co.	1.6	%
Comcast Corp. Class A	1.4	%

Sector Allocation*:

April 30, 2023

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Victory Portfolios III
Victory Growth & Income Fund

Schedule of Portfolio Investments
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (99.0%)
Communication Services (7.5%):
Alphabet, Inc. Class C (a)		367,418	$	39,762
AT&T, Inc.		269,783		4,767
Comcast Corp. Class A		553,780		22,910
Fox Corp. Class A		75,364		2,506
Meta Platforms, Inc. Class A (a)		81,567		19,602
Netflix, Inc. (a)		24,550		8,100
Omnicom Group, Inc.		103,357		9,361
Sirius XM Holdings, Inc. (b)		1,477,792		5,616
The Interpublic Group of Cos., Inc.		240,887		8,607
				121,231
Communications Equipment (1.1%):
Cisco Systems, Inc.		312,156		14,749
Motorola Solutions, Inc.		13,068		3,808
				18,557
Consumer Discretionary (9.6%):
Amazon.com, Inc. (a)		303,304		31,983
Best Buy Co., Inc.		116,420		8,676
Booking Holdings, Inc. (a)		3,175		8,529
Chipotle Mexican Grill, Inc. (a)		2,369		4,898
Five Below, Inc. (a)		39,553		7,806
Genuine Parts Co.		21,823		3,673
H&R Block, Inc.		92,263		3,129
Lennar Corp. Class A		31,413		3,544
Lowe's Cos., Inc.		43,980		9,140
McDonald's Corp.		22,183		6,561
PulteGroup, Inc.		57,892		3,887
Starbucks Corp.		26,594		3,039
Tesla, Inc. (a)		106,766		17,543
The Home Depot, Inc.		22,189		6,669
Toll Brothers, Inc.		34,407		2,199
Tractor Supply Co.		31,996		7,628
Ulta Beauty, Inc. (a)		17,375		9,581
Williams-Sonoma, Inc.		32,796		3,970
Yum! Brands, Inc.		95,668		13,449
				155,904
Consumer Staples (7.7%):
Altria Group, Inc.		305,946		14,536
Campbell Soup Co.		42,315		2,298
Colgate-Palmolive Co.		71,391		5,697
Conagra Brands, Inc.		66,562		2,527
Costco Wholesale Corp.		37,399		18,820
General Mills, Inc.		62,311		5,523
Kimberly-Clark Corp.		37,176		5,386
PepsiCo, Inc.		103,835		19,821
Philip Morris International, Inc.		123,785		12,375

See notes to financial statements.

Victory Portfolios III
Victory Growth & Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Target Corp.		44,503	$	7,020
The Coca-Cola Co.		55,340		3,550
The Hershey Co.		36,759		10,037
The Procter & Gamble Co.		84,802		13,261
Walmart, Inc.		24,363		3,678
				124,529
Energy (4.0%):
Cheniere Energy, Inc.		28,817		4,409
Chevron Corp.		19,682		3,318
ConocoPhillips		83,517		8,593
Devon Energy Corp.		122,260		6,532
Diamondback Energy, Inc.		48,463		6,891
EOG Resources, Inc.		62,480		7,465
Exxon Mobil Corp.		123,514		14,617
Marathon Petroleum Corp.		32,471		3,961
Pioneer Natural Resources Co.		21,577		4,694
Valero Energy Corp.		40,094		4,598
				65,078
Financials (12.3%):
Aflac, Inc.		80,256		5,606
American Express Co.		27,287		4,403
American Financial Group, Inc.		20,705		2,541
Ameriprise Financial, Inc.		29,165		8,899
Discover Financial Services		34,322		3,551
East West Bancorp, Inc.		23,661		1,223
Everest Re Group Ltd.		8,853		3,346
FactSet Research Systems, Inc.		5,000		2,058
Fidelity National Financial, Inc.		205,312		7,287
Jefferies Financial Group, Inc.		186,551		5,975
JPMorgan Chase & Co.		186,290		25,753
LPL Financial Holdings, Inc.		15,784		3,296
Mastercard, Inc. Class A		18,091		6,875
MetLife, Inc.		54,457		3,340
Morgan Stanley		37,781		3,399
MSCI, Inc.		21,276		10,265
Popular, Inc.		28,672		1,721
Principal Financial Group, Inc.		59,344		4,432
Regions Financial Corp.		615,560		11,240
State Street Corp.		48,132		3,478
Synchrony Financial		207,783		6,132
Synovus Financial Corp.		42,250		1,301
The Goldman Sachs Group, Inc.		12,712		4,366
The Hanover Insurance Group, Inc.		17,208		2,057
The Hartford Financial Services Group, Inc.		67,231		4,773
The Progressive Corp.		58,466		7,975
The Travelers Cos., Inc.		26,181		4,742
Toast, Inc. Class A (a)		339,113		6,172
U.S. Bancorp		111,561		3,824
Visa, Inc. Class A		169,160		39,369
				199,399

See notes to financial statements.

Victory Portfolios III
Victory Growth & Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Health Care (13.9%):
AbbVie, Inc.		34,613	$	5,231
Agilent Technologies, Inc.		60,773		8,230
AmerisourceBergen Corp.		23,189		3,869
Amgen, Inc.		49,517		11,871
Bristol-Myers Squibb Co.		85,272		5,694
Cardinal Health, Inc.		100,376		8,241
Chemed Corp.		6,392		3,523
CVS Health Corp.		76,570		5,613
Dexcom, Inc. (a)		89,984		10,919
Elevance Health, Inc.		9,529		4,466
Eli Lilly & Co.		24,084		9,534
Gilead Sciences, Inc.		173,040		14,226
Intuitive Surgical, Inc. (a)		29,538		8,897
Johnson & Johnson		26,047		4,264
McKesson Corp.		12,974		4,726
Merck & Co., Inc.		69,799		8,060
Pfizer, Inc.		170,278		6,622
Quest Diagnostics, Inc.		32,016		4,444
Regeneron Pharmaceuticals, Inc. (a)		20,470		16,413
Tenet Healthcare Corp. (a)		94,757		6,947
The Cigna Group		23,956		6,068
Thermo Fisher Scientific, Inc.		7,716		4,281
UnitedHealth Group, Inc.		54,280		26,711
Vertex Pharmaceuticals, Inc. (a)		105,385		35,908
				224,758
Industrials (9.9%):
3M Co.		79,278		8,421
Automatic Data Processing, Inc.		13,069		2,875
Cintas Corp.		14,782		6,737
CoStar Group, Inc. (a)		95,516		7,350
CSX Corp.		90,521		2,774
Cummins, Inc.		12,580		2,957
Deere & Co.		14,609		5,522
Expeditors International of Washington, Inc.		20,961		2,386
Fastenal Co.		168,499		9,072
General Dynamics Corp.		16,581		3,620
HEICO Corp. Class A		103,081		13,836
Huntington Ingalls Industries, Inc.		5,414		1,092
IDEX Corp.		18,368		3,790
Illinois Tool Works, Inc.		21,648		5,237
Lennox International, Inc.		11,803		3,327
Lockheed Martin Corp.		16,911		7,854
ManpowerGroup, Inc.		35,316		2,674
Masco Corp.		119,891		6,415
Old Dominion Freight Line, Inc.		43,234		13,852
Owens Corning		35,247		3,765
Paychex, Inc.		34,915		3,836
Quanta Services, Inc.		54,646		9,270

See notes to financial statements.

Victory Portfolios III
Victory Growth & Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Snap-on, Inc.		20,079	$	5,209
Union Pacific Corp.		34,457		6,743
United Parcel Service, Inc. Class B		46,231		8,313
Verisk Analytics, Inc.		58,723		11,399
W.W. Grainger, Inc.		2,757		1,918
				160,244
IT Services (1.2%):
Accenture PLC Class A		26,441		7,411
International Business Machines Corp.		44,262		5,595
Snowflake, Inc. Class A (a)		48,356		7,161
				20,167
Materials (2.6%):
Avery Dennison Corp.		9,145		1,595
CF Industries Holdings, Inc.		10,169		728
Dow, Inc.		53,138		2,891
Graphic Packaging Holding Co.		404,794		9,982
LyondellBasell Industries NV Class A		123,633		11,697
Nucor Corp.		41,596		6,164
Packaging Corp. of America		28,961		3,917
Reliance Steel & Aluminum Co.		3,550		880
Steel Dynamics, Inc.		7,233		752
The Mosaic Co.		54,228		2,324
Westlake Corp.		13,519		1,538
				42,468
Real Estate (2.6%):
AvalonBay Communities, Inc.		17,172		3,097
Boston Properties, Inc.		27,309		1,457
Digital Realty Trust, Inc.		52,047		5,161
Equinix, Inc.		4,490		3,251
National Retail Properties, Inc.		43,884		1,909
Prologis, Inc.		37,376		4,681
Realty Income Corp.		74,143		4,659
Regency Centers Corp.		22,544		1,385
SBA Communications Corp.		30,770		8,028
VICI Properties, Inc.		225,970		7,670
Vornado Realty Trust		69,695		1,046
				42,344
Semiconductors & Semiconductor Equipment (5.1%):
Advanced Micro Devices, Inc. (a)		120,493		10,768
Broadcom, Inc.		7,420		4,649
KLA Corp.		9,928		3,837
Lam Research Corp.		16,305		8,545
Monolithic Power Systems, Inc.		16,916		7,815
NVIDIA Corp.		138,613		38,464
Skyworks Solutions, Inc.		23,784		2,519
Texas Instruments, Inc.		32,560		5,444
				82,041

See notes to financial statements.

Victory Portfolios III
Victory Growth & Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Software (10.6%):
Intuit, Inc.		21,390	$	9,496
Microsoft Corp.		346,641		106,509
Palo Alto Networks, Inc. (a)		48,998		8,940
Salesforce, Inc. (a)		56,189		11,146
ServiceNow, Inc. (a)		36,864		16,936
Synopsys, Inc. (a)		28,779		10,686
Workday, Inc. Class A (a)		41,032		7,638
				171,351
Technology Hardware, Storage & Peripherals (7.5%):
Apple, Inc.		630,099		106,915
Hewlett Packard Enterprise Co.		183,562		2,628
HP, Inc.		346,585		10,297
NetApp, Inc.		34,563		2,174
				122,014
Utilities (3.4%):
American Electric Power Co., Inc.		88,044		8,137
Consolidated Edison, Inc.		27,476		2,706
DTE Energy Co.		48,674		5,471
Duke Energy Corp.		75,102		7,426
Evergy, Inc.		96,950		6,022
Exelon Corp.		143,366		6,085
Sempra Energy		26,615		4,138
The Southern Co.		144,083		10,597
UGI Corp.		139,191		4,716
				55,298
Total Common Stocks (Cost $1,246,260)				1,605,383
Collateral for Securities Loaned (0.4%)^
Goldman Sachs Financial Square Government Fund, Institutional Shares, 4.77% (c)		1,408,257		1,408
HSBC U.S. Government Money Market Fund, Institutional Shares, 4.76% (c)		1,408,257		1,409
Invesco Government & Agency Portfolio, Institutional Shares, 4.78% (c)		1,408,257		1,408
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 4.77% (c)		1,408,257		1,408
Total Collateral for Securities Loaned (Cost $5,633)				5,633
Total Investments (Cost $1,251,893) — 99.4%				1,611,016
Other assets in excess of liabilities — 0.6%				10,240
NET ASSETS — 100.00%			$	1,621,256

^ Purchased with cash collateral from securities on loan.

(a) Non-income producing security.

(b) All or a portion of this security is on loan.

PLC — Public Limited Company

See notes to financial statements.

Victory Portfolios III

Statement of Assets and Liabilities
April 30, 2023

(Amounts in Thousands, Except Per Share Amounts)

	Victory Growth & Income Fund
Assets:
Investments, at value (Cost $1,251,893)	$	1,611,016	(a)
Cash		18,060
Receivables:
Interest and dividends		974
Capital shares issued		185
From Adviser		5
Prepaid expenses		16
Total Assets		1,630,256
Liabilities:
Payables:
Collateral received on loaned securities		5,633
Investments purchased		1,587
Capital shares redeemed		628
Accrued expenses and other payables:
Investment advisory fees		737
Administration fees		198
Custodian fees		12
Transfer agent fees		101
Compliance fees		1
Trustees' fees		—	(b)
12b-1 fees		—	(b)
Other accrued expenses		103
Total Liabilities		9,000
Net Assets:
Capital		1,296,652
Total accumulated earnings/(loss)		324,604
Net Assets	$	1,621,256
Net Assets
Fund Shares	$	1,616,531
Institutional Shares		3,958
Class A		767
Total	$	1,621,256
Shares (unlimited number of shares authorized with no par value):
Fund Shares		80,629
Institutional Shares		197
Class A		39
Total		80,865
Net asset value, offering and redemption price per share: (c)
Fund Shares	$	20.05
Institutional Shares		20.10
Class A		19.95
Maximum Sales Charge — Class A		5.75	%
Maximum offering price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share — Class A	$	21.17

(a) Includes $5,559 thousand of securities on loan.

(b) Rounds to less than $1 thousand.

See notes to financial statements.

Victory Portfolios III

Statements of Operations

(Amounts in Thousands)

	Victory Growth & Income Fund
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022
Investment Income:
Dividends	$	24,142		$	30,837
Interest		110			7
Securities lending (net of fees)		520			168
Foreign tax withholding		(4	)		(3	)
Total Income		24,768			31,009
Expenses:
Investment advisory fees		6,574			10,564
Administration fees — Fund Shares		1,773			2,751
Administration fees — Institutional Shares		3			60
Administration fees — Class A		1			1
Sub-Administration fees		30			40
12b-1 fees — Class A		1			2
Custodian fees		51			83
Transfer agent fees — Fund Shares		922			1,313
Transfer agent fees — Institutional Shares		3			60
Transfer agent fees — Class A		1			1
Trustees' fees		35			49
Compliance fees		12			14
Legal and audit fees		71			69
State registration and filing fees		51			69
Interfund lending fees		—			—	(b)
Other expenses		157			228
Total Expenses		9,685			15,304
Expenses waived/reimbursed by Adviser		(29	)		(31	)
Net Expenses		9,656			15,273
Net Investment Income (Loss)		15,112			15,736
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		11,803			193,593
Net change in unrealized appreciation/depreciation on investment securities		(321	)		(335,138	)
Net realized/unrealized gains (losses) on investments		11,482			(141,545	)
Change in net assets resulting from operations	$	26,594		$	(125,809	)

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Rounds to less than $1 thousand.

See notes to financial statements.

Victory Portfolios III

Statements of Changes in Net Assets

(Amounts in Thousands)

	Victory Growth & Income Fund
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021
From Investments:
Operations:
Net Investment Income (Loss)	$	15,112		$	15,736		$	12,509
Net realized gains (losses)		11,803			193,593			185,553
Net change in unrealized appreciation/depreciation		(321	)		(335,138	)		351,183
Change in net assets resulting from operations		26,594			(125,809	)		549,245
Distributions to Shareholders:
Fund Shares		(172,605	)		(218,056	)		(13,267	)
Institutional Shares		(521	)		(1,013	)		(1,508	)
Class A		(90	)		(96	)		(44	)
Change in net assets resulting from distributions to shareholders		(173,216	)		(219,165	)		(14,819	)
Change in net assets resulting from capital transactions		89,294			(124,503	)		(172,686	)
Change in net assets		(57,328	)		(469,477	)		361,740
Net Assets:
Beginning of period		1,678,584			2,148,061			1,786,321
End of period	$	1,621,256		$	1,678,584		$	2,148,061

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Statements of Changes in Net Assets

(Amounts in Thousands) (continued)

	Victory Growth & Income Fund
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021
Capital Transactions:
Fund Shares
Proceeds from shares issued	$	47,510		$	81,304		$	94,079
Distributions reinvested		169,739			214,656			13,054
Cost of shares redeemed		(127,317	)		(203,002	)		(257,314	)
Total Fund Shares	$	89,932		$	92,958		$	(150,181	)
Institutional Shares
Proceeds from shares issued	$	1,988		$	4,436		$	8,819
Distributions reinvested		518			1,011			1,507
Cost of shares redeemed		(3,256	)		(223,014	)		(22,817	)
Total Institutional Shares	$	(750	)	$	(217,567	)	$	(12,491	)
Class A
Proceeds from shares issued	$	143		$	157		$	200
Distributions reinvested		86			81			2
Cost of shares redeemed		(117	)		(132	)		(10,216	)
Total Class A	$	112		$	106		$	(10,014	)
Change in net assets resulting from capital transactions	$	89,294		$	(124,503	)	$	(172,686	)
Share Transactions:
Fund Shares
Issued		2,366			3,313			3,934
Reinvested		8,745			8,617			579
Redeemed		(6,349	)		(8,279	)		(10,945	)
Total Fund Shares		4,762			3,651			(6,432	)
Institutional Shares
Issued		96			177			372
Reinvested		27			40			67
Redeemed		(161	)		(7,945	)		(953	)
Total Institutional Shares		(38	)		(7,728	)		(514	)
Class A
Issued		8			7			9
Reinvested		4			3			—	(b)
Redeemed		(6	)		(6	)		(399	)
Total Class A		6			4			(390	)
Change in Shares		4,730			(4,073	)		(7,336	)

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Rounds to less than 1 thousand.

See notes to financial statements.

Victory Portfolios III

Financial Highlights

For a Share Outstanding Throughout Each Period

	Victory Growth & Income Fund
	Fund Shares
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021			Year Ended July 31, 2020			Year Ended July 31, 2019			Year Ended July 31, 2018
Net Asset Value, Beginning of Period	$	22.05		$	26.78		$	20.41		$	23.70		$	26.19		$	24.25
Investment Activities:
Net investment income (loss)		0.19	(b)		0.21	(b)		0.15	(b)		0.22	(b)		0.25			0.19
Net realized and unrealized gains (losses)		0.12			(1.86	)		6.40			1.45			(0.24	)		3.03
Total from Investment Activities		0.31			(1.65	)		6.55			1.67			0.01			3.22
Distributions to Shareholders from:
Net investment income		(0.16	)		(0.22	)		(0.18	)		(0.23	)		(0.24	)		(0.18	)
Net realized gains		(2.15	)		(2.86	)		—			(4.73	)		(2.26	)		(1.10	)
Total Distributions		(2.31	)		(3.08	)		(0.18	)		(4.96	)		(2.50	)		(1.28	)
Net Asset Value, End of Period	$	20.05		$	22.05		$	26.78		$	20.41		$	23.70		$	26.19
Total Return (c) (d)		1.84	%		(7.41	)%		32.24	%		7.81	%		0.89	%		13.59	%
Ratios to Average Net Assets:
Net Expenses (e) (f) (g) (h)		0.82	%		0.81	%		0.81	%		0.87	%		0.88	%		0.88	%
Net Investment Income (Loss) (e)		1.27	%		0.84	%		0.63	%		1.05	%		1.04	%		0.80	%
Gross Expenses (e) (f)		0.82	%		0.81	%		0.81	%		0.87	%		0.88	%		0.88	%
Supplemental Data:
Net Assets at end of period (000's)	$	1,616,531		$	1,672,669		$	1,934,246		$	1,605,020		$	1,673,033		$	1,756,259
Portfolio Turnover (c) (i)		43	%		71	%		62	%		74	%		93	%(j)		23	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(e) Annualized for periods less than one year.

(f) Does not include acquired fund fees and expenses, if any.

(g) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through November 30, 2023, instead of coinciding with the Fund's fiscal year end.

(i) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(j) Reflects increased trading activity due to current year transition or asset allocation shift.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Victory Growth & Income Fund
	Institutional Shares
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021			Year Ended July 31, 2020			Year Ended July 31, 2019			Year Ended July 31, 2018
Net Asset Value, Beginning of Period	$	22.12		$	26.75		$	20.38		$	23.68		$	26.17		$	24.23
Investment Activities:
Net investment income (loss)		0.31	(b)		0.16	(b)		0.15	(b)		0.23	(b)		0.26			0.20
Net realized and unrealized gains (losses)		0.12			(1.67	)		6.40			1.44			(0.24	)		3.03
Total from Investment Activities		0.43			(1.51	)		6.55			1.67			0.02			3.23
Distributions to Shareholders from:
Net investment income		(0.30	)		(0.26	)		(0.18	)		(0.24	)		(0.25	)		(0.19	)
Net realized gains		(2.15	)		(2.86	)		—			(4.73	)		(2.26	)		(1.10	)
Total Distributions		(2.45	)		(3.12	)		(0.18	)		(4.97	)		(2.51	)		(1.29	)
Net Asset Value, End of Period	$	20.10		$	22.12		$	26.75		$	20.38		$	23.68		$	26.17
Total Return (c) (d)		2.47	%		(6.77	)%		32.32	%		7.86	%		0.94	%		13.66	%
Ratios to Average Net Assets:
Net Expenses (e) (f) (g) (h)		0.04	%		0.72	%		0.79	%		0.83	%		0.83	%(i)		0.84	%
Net Investment Income (Loss) (e)		2.07	%		0.59	%		0.65	%		1.09	%		1.09	%		0.85	%
Gross Expenses (e) (f)		0.44	%		0.74	%		0.79	%		0.83	%		0.83	%		0.84	%
Supplemental Data:
Net Assets at end of period (000's)	$	3,958		$	5,193		$	213,041		$	172,787		$	165,137		$	159,148
Portfolio Turnover (c) (j)		43	%		71	%		62	%		74	%		93	%(k)		23	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(e) Annualized for periods less than one year.

(f) Does not include acquired fund fees and expenses, if any.

(g) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through November 30, 2023, instead of coinciding with the Fund's fiscal year end.

(i) Prior to December 1, 2018, USAA Asset Management Company ("AMCO") (previous Investment Adviser) voluntarily agreed to limit the annual expenses of the Institutional Shares to 0.85% of the Institutional Shares' average daily net assets.

(j) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(k) Reflects increased trading activity due to current year transition or asset allocation shift.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Victory Growth & Income Fund
	Class A
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021			Year Ended July 31, 2020			Year Ended July 31, 2019			Year Ended July 31, 2018
Net Asset Value, Beginning of Period	$	21.96		$	26.69		$	20.31		$	23.61		$	26.10		$	24.17
Investment Activities:
Net investment income (loss)		0.18	(b)		0.21	(b)		0.08	(b)		0.16	(b)		0.19			0.12
Net realized and unrealized gains (losses)		0.11			(1.85	)		6.40			1.45			(0.25	)		3.02
Total from Investment Activities		0.29			(1.64	)		6.48			1.61			(0.06	)		3.14
Distributions to Shareholders from:
Net investment income		(0.15	)		(0.23	)		(0.10	)		(0.18	)		(0.17	)		(0.11	)
Net realized gains		(2.15	)		(2.86	)		—			(4.73	)		(2.26	)		(1.10	)
Total Distributions		(2.30	)		(3.09	)		(0.10	)		(4.91	)		(2.43	)		(1.21	)
Net Asset Value, End of Period	$	19.95		$	21.96		$	26.69		$	20.31		$	23.61		$	26.10
Total Return (excludes sales charges) (c) (d)		1.75	%		(7.38	)%		32.04	%		7.52	%		0.62	%		13.28	%
Ratios to Average Net Assets:
Net Expenses (e) (f) (g) (h)		0.92	%		0.78	%		1.09	%		1.14	%		1.15	%		1.17	%(i)
Net Investment Income (Loss) (e)		1.17	%		0.87	%		0.35	%		0.79	%		0.77	%		0.52	%
Gross Expenses (e) (f)		3.51	%		3.01	%		1.49	%		1.14	%		1.23	%		1.20	%
Supplemental Data:
Net Assets at end of period (000's)	$	767		$	722		$	774		$	8,514		$	9,912		$	10,858
Portfolio Turnover (c) (j)		43	%		71	%		62	%		74	%		93	%(k)		23	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(e) Annualized for periods less than one year.

(f) Does not include acquired fund fees and expenses, if any.

(g) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through November 30, 2023, instead of coinciding with the Fund's fiscal year end.

(i) Prior to December 1, 2017, AMCO voluntarily agreed to limit the annual expenses of Class A to 1.20% of the Class A average daily net assets.

(j) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(k) Reflects increased trading activity due to current year transition or asset allocation shift.

See notes to financial statements.

Victory Portfolios III

Notes to Financial Statements
April 30, 2023

1. Organization:

The accompanying financial statements are those of the Victory Growth & Income Fund (formerly USAA Growth & Income Fund) (the "Fund"). The Fund offers three classes of shares: Fund Shares, Institutional Shares, and Class A. The Fund is classified as diversified under the 1940 Act.

2. Significant Accounting Policies:

Investment Valuation:

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:

• Level 1 — quoted prices (unadjusted) in active markets for identical securities

• Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, or credit spreads, applicable to those securities, etc.)

• Level 3 — significant unobservable inputs (including the Adviser's assumptions in determining the fair value of investments)

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Investments in open-end investment companies, other than ETFs, are valued at their net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.

	Level 1		Level 2		Level 3		Total
Common Stocks	$	1,605,383	$	—	$	—	$	1,605,383
Collateral for Securities Loaned		5,633		—		—		5,633
Total	$	1,611,016	$	—	$	—	$	1,611,016

As of April 30, 2023, there were no transfers into/out of Level 3.

Real Estate Investment Trusts ("REITs"):

Investment Companies:

Open-End Funds:

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

trade date or the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis.

Securities Lending:

The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or repledged, except to satisfy borrower default.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of April 30, 2023.

Value of Securities on Loan				Non-Cash Collateral				Cash Collateral
$	5,559			$	—			$	5,633

Federal Income Taxes:

The Fund intends to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund had a tax year end of July 31, and effective April 30, 2023, the Fund changed its tax year end to April 30.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

the current fiscal tax year end). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Allocations:

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the nine months ended April 30, 2023, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities
Purchases		Sales
$	679,322	$	753,729

4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.60% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Investment advisory fees.

The performance adjustment for each share class is accrued daily and calculated monthly by comparing the respective class' performance to that of the Lipper Multi-Cap Core Funds Index. The Lipper Multi-Cap Core Funds Index tracks the total return performance of the largest funds within the Lipper Multi-Cap Core Funds category.

The performance period for each share class consists of the current month plus the previous 35 months. The following table is utilized to determine the extent of the performance adjustment:

Over/Under Performance Relative to Index (in basis points)^(a)		Annual Adjustment Rate (in basis points)
	+/- 100 to 400		+/- 4
	+/- 401 to 700		+/- 5
	+/- 701 and greater		+/- 6

(a) Based on the difference between the average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Under the performance fee arrangement, each class pays a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper Multi-Cap Core Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period August 1, 2022, to April 30, 2023, performance adjustments were $(515), $(27), and $(1) for Fund Shares, Institutional Shares, and Class A, in thousands, respectively. Performance adjustments were (0.04)%, (0.80)%, (0.23)% for Fund Shares, Institutional Shares, and Class A, respectively. For the period August 1, 2021, to July 31, 2022, performance adjustments were $(730), $(70), and $(3) for Fund Shares, Institutional Shares, and Class A, in thousands, respectively. Performance adjustments were (0.04)%, (0.12)% and (0.37)% for Fund Shares, Institutional Shares, and Class A, respectively. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019, permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the nine months ended April 30, 2023, and the year ended July 31, 2022, the Fund had no subadvisers.

Administration and Servicing Fees:

VCM also serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15%, 0.10%, and 0.15%, which is based on the Fund's average daily net assets of the Fund Shares, Institutional Shares, and Class A, respectively. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Administration fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Fund reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Sub-Administration fees.

The Fund (as part of the Trust) has entered into an agreement with the Adviser to provide compliance services, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration, and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. The funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Compliance fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser, provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual charge of $23 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent fees for Class A and Institutional Shares are paid monthly based on a fee accrued daily at an annualized rate of 0.10% and 0.10%, respectively, of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Transfer agent fees.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Distributor/Underwriting Services:

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% of the average daily net assets of Class A. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activity primarily intended to result in the sale of Class A. Amounts incurred and paid to the Distributor for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions in connection with sales of Class A. For the nine months ended April 30, 2023, the Distributor did not receive any commissions. For the year ended July 31, 2022, the Distributor received less than $1 thousand from commissions earned in connection with sales of Class A.

Other Fees:

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least November 30, 2023. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limits for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Performance adjustments, acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of April 30, 2023, the expense limits (excluding voluntary waivers) were 0.88%, 0.84%, and 1.15% for Fund Shares, Institutional Shares, and Class A, respectively.

Expires 2024				Expires 2025				Expires 2026				Total
$	29			$	31			$	29			$	89

As of July 31, 2022, the following amounts were available to be repaid to the Adviser (amounts in thousands).

Expires 2024				Expires 2025				Total
$	29			$	31			$	60

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the nine months ended April 30, 2023, and the year ended July 31, 2022.

5. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, terrorism, trade disputes, inflation rates, interest rate levels and other fiscal and monetary policy changes, cybersecurity incidents, pandemics and other public health crises, sanctions against a particular foreign country, its nationals, businesses or industries and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, or other catastrophes, may add to instability in global economies and markets generally, and may lead to increased market volatility. Global economies and financial markets are highly interconnected, which increases the possibility that conditions in one country or region might adversely affect issuers in another country or region. The impact of these and other factors may be short-term or may last for extended periods.

6. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the nine months ended April 30, 2023, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from August 1, 2021, through June 27, 2022, interest was based on the one-month London Interbank Offered Rate ("LIBOR") plus one percent. For the period June 28, 2022, through April 30, 2023, interest was based on the one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent. The Fund did not experience a material financial impact transitioning from LIBOR to SOFR. Effective with the next amendment on

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

June 27, 2023, the annual commitment fee of 0.15% will remain unchanged. Interest charged to the Fund during the period, if applicable, is reflected on the Statements of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the nine months ended April 30, 2023, and the year ended July 31, 2022.

Interfund Lending:

The Trust and the Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other fund in the Victory Funds Complex that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending.

The Fund did not utilize or participate in the Facility during the nine months ended April 30, 2023.

The average borrowing or lending for the days outstanding and average interest rate for the Fund during the year ended July 31, 2022, were as follows (amounts in thousands):

Borrower or Lender				Amount Outstanding at July 31, 2022				Average Borrowing*				Average Interest Rate*				Maximum Borrowing During the Period
Borrower				$	—			$	2,364				0.60	%		$	3,590

* Based on the number of days borrowings were outstanding for the year ended July 31, 2022.

7. Federal Income Tax Information:

The Fund intends to distribute any net investment income quarterly. Distributable net realized gains, if any, are declared and paid at least annually.

The amounts of dividends from net investment income and distributions from net realized gains (collectively, distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

As of April 30, 2023, on the Statement of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows (amounts in thousands):

Total Accumulated Earnings/(Loss)				Capital
$	(74	)		$	74

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Nine Months Ended April 30, 2023
Distributions Paid From
Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid
$	12,958	$	160,258	$	173,216

Year Ended July 31, 2022						Year Ended July 31, 2021
Distributions Paid From						Distributions Paid From
Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid		Ordinary Income		Total Distributions Paid
$	68,278	$	150,887	$	219,165	$	14,819	$	14,819

As of April 30, 2023, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed Ordinary Income				Accumulated Capital Other (Losses)				Unrealized Appreciation (Depreciation)*				Total Accumulated Earnings (Loss)
$	2,048			$	(30,472	)		$	353,028			$	324,604

* The difference between the book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to tax deferral of losses on wash sales and as of trades.

Short-Term Amount				Long-Term Amount				Total
$	30,472			$	—			$	30,472

Cost of Investments for Federal Tax Purposes				Gross Unrealized Appreciation				Gross Unrealized Depreciation				Net Unrealized Appreciation (Depreciation)
$	1,257,988			$	395,926			$	(42,898	)		$	353,028

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of Victory Growth & Income Fund (Formerly USAA Growth & Income Fund)

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Victory Growth & Income Fund (formerly USAA Growth & Income Fund) (the "Fund") (one of the funds constituting Victory Portfolios III (formerly USAA Mutual Funds Trust) (the "Trust")), including the schedule of portfolio investments as of April 30, 2023, and the related statements of operations for the period from August 1, 2022 through April 30, 2023 and the year ended July 31, 2022, the statements of changes in net assets for the period from August 1, 2022 through April 30, 2023 and each of the two years in the period ended July 31, 2022, the financial highlights for the period from August 1, 2022 through April 30, 2023 and each of the five years in the period ended July 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting Victory Portfolios III) at April 30, 2023, the results of its operations for the period from August 1, 2022 through April 30, 2023 and the year ended July 31, 2022, the changes in its net assets for the period from August 1, 2022 through April 30, 2023 and each of the two years in the period ended July 31, 2022, and its financial highlights for the period from August 1, 2022 through April 30, 2023 and each of the five years in the period ended July 31, 2022, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2023, by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
June 28, 2023

Victory Portfolios III

Supplemental Information
April 30, 2023

(Unaudited)

Trustee and Officer Information

Board of Trustees:

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Independent Trustees

Jefferson C. Boyce
(September 1957)

Independent Chair

Trustee since September 2013, Independent Chair since January 2021

Retired.

Westhab, Inc., New York Theological Seminary, American Filtration Corp.

Dawn M. Hawley
(February 1954)

Trustee

Trustee since April 2014

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Daniel S. McNamara
(June 1966)

Trustee

Trustee since January 2012

None

Paul L. McNamara
(July 1948)

Trustee

Trustee since January 2012

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Richard Y. Newton, III (January 1956)

Trustee

Trustee since March 2017

Terran Orbital Corp., American Made Filtration Corp.

Barbara B. Ostdiek, Ph.D.
(March 1964)

Trustee

Trustee since January 2008

None

John C. Walters
(February 1962)

Trustee

Trustee since July 2019

Retired.

Guardian Variable Products Trust (16 series)

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Fund

Term of
Office and
Length of
Time Served

Principal Occupation(s) Held
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Interested Trustee

David C. Brown
(May 1972)

Trustee

Trustee since July 2019

45 portfolios within the Trust; 40 portfolios within the Victory Portfolios, 25 series within the Victory Portfolios II, and 6 series within the Victory Variable Insurance Funds

None

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Officers of the Trust

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

James K. De Vries
(April 1969)

President

March 2018*

Scott Stahorsky
(July 1969)

Vice President

July 2019

Thomas Dusenberry
(July 1977)

Secretary

June 2022

Allan Shaer,
(March 1965)

Treasurer

July 2019*

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

Christopher Ponte,
(March 1984)

Assistant Treasurer

May 2023

Carol D. Trevino
(October 1965)

Assistant Treasurer

September
2018

Director, Financial Reporting, Fund Administration (5/1/23-present); Director, Accounting and Finance, the Adviser (7/1/19-4/30/23); Accounting/Financial Director, USAA (12/13-6/30/19). Ms. Trevino also serves as Assistant Treasurer of Victory Portfolios, Victory Portfolios II, and Victory Variable Insurance Funds (2/28/23-present).

Charles Booth
(April 1960)

Anti-Money Laundering Compliance Officer and Identity Theft Officer

July 2019

Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (2007-present).

Sean Fox
(September 1976)

Chief Compliance Officer

June 2022

* Effective May 1, 2023, Mr. De Vries resigned as Treasurer and accepted the position of President, and Mr. Shaer resigned as Assistant Treasurer and accepted the position of Treasurer.

Effective May 1, 2023, Christopher Dyer resigned as the President of the Trust.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent 12 months ended June 30 is available on the SEC's website at sec.gov.

Availability of Schedules of Portfolio Investments:

Expense Examples

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from November 1, 2022, through April 30, 2023.

	Beginning Account Value 11/1/22		Actual Ending Account Value 4/30/23		Hypothetical Ending Account Value 4/30/23		Actual Expenses Paid During Period 11/1/22- 4/30/23*		Hypothetical Expenses Paid During Period 11/1/22- 4/30/23*		Annualized Expense Ratio During Period 11/1/22- 4/30/23
Fund Shares	$	1,000.00	$	1,069.30	$	1,020.78	$	4.16	$	4.06		0.81	%
Institutional Shares**		1,000.00		1,072.90		1,020.63		4.32		4.21		0.84	%
Class A		1,000.00		1,069.10		1,020.13		4.82		4.71		0.94	%

** The expense ratio for the six-month period could potentially change due to performance fee adjustments.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Additional Federal Income Tax Information

Dividends Received Deduction (corporate shareholders)				Qualified Dividend Income (non-corporate shareholders)				Long-Term Capital Gain Distributions
	100	%			100	%		$	160,258

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

Victory Growth & Income Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of Victory Portfolios III Trust (the "Trust") held on December 8-9, 2022, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 8-9, 2022 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 21, 2022.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

Advisory Agreement

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management program, (iv) derivatives risk management program, and (v) cybersecurity programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's net management fee rate — which includes advisory and administrative services and the effects of any performance adjustment, as well as any fee waivers and reimbursements — was equal to the median of its expense group and was below the median of its expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were below the medians of its expense group and its expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund.

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe and its Lipper index for the one-year period ended June 30, 2022, and was below the average of its performance universe and its Lipper index for the three-, five- and ten-year periods ended June 30, 2022. The Board took into account management's discussion of the Fund's performance, including the reasons for the Fund's underperformance for certain periods, and also took into account the Fund's more recent improved performance.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Economies of Scale — The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board also considered the effect of the change in size, if any, of each of the Fund's classes on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices and the Adviser is appropriately monitoring the Fund's performance; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and its affiliates and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Liquidity Risk Management Program:

The Victory Portfolio III Funds (the "Trust") have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage the Fund's liquidity risk, taking into consideration the Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short- and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The Trust's Board of Trustees approved the appointment of the Fund's investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.

At a meeting held on March 10, 2023, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N- RN (prior to August 2022, Form N-LIQUID) and recommended no material changes to the LRMP.

Privacy Policy

Protecting the Privacy of Information

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic, and procedural safeguards to guard your personal information.*

P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our website at:				Call
vcm.com				(800) 235-8396

23431-0723

April 30, 2023

Annual Report

Victory Income Stock Fund

(Formerly USAA^® Income Stock Fund)

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Victory Portfolios III

TABLE OF CONTENTS

Shareholder Letter (Unaudited)					2
Manager's Commentary (Unaudited)					4
Investment Overview (Unaudited)					6
Investment Objective & Portfolio Holdings (Unaudited)					7
Schedule of Portfolio Investments					8
Financial Statements
Statement of Assets and Liabilities					12
Statements of Operations					13
Statements of Changes in Net Assets					14
Financial Highlights					16
Notes to Financial Statements					18
Report of Independent Registered Public Accounting Firm					28
Supplemental Information (Unaudited)					29
Trustee and Officer Information					29
Proxy Voting and Portfolio Holdings Information					35
Expense Examples					35
Additional Federal Income Tax Information					36
Advisory Contract Approval					37
Liquidity Risk Management Program					40
Privacy Policy (inside back cover)

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

For more specific information, please consult your tax adviser.

• NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE

(Unaudited)

Dear Shareholder,

If you are reading this letter but double-checking your calendar, be assured there's no mistake. The annual reporting period for your Victory Mutual Fund (formerly USAA^® Mutual Fund) has shifted from a fiscal year ended July 31^st to a fiscal year ended April 30^th. This change has no impact on any of your investments and simply aims to help us improve efficiencies and reduce operational costs. Therefore, this letter covers an abbreviated "annual" period from August 1, 2022, through April 30, 2023. Future annual reports will cover the 12-month period ended April 30 going forward.

From all of us here at Victory Capital, thank you for your ongoing confidence and for letting us help you work toward your investment goals.

James De Vries

President,
Victory Funds

Victory Income Stock Fund

Managers' Commentary
(Unaudited)

• What were the market conditions during the reporting period?

The reporting period began with a rally that continued into mid-August, on hopes that the U.S. Federal Reserve (the "Fed") would pivot toward a more accommodative policy. However, messaging from Fed Chairman, Jerome Powell, and a stronger-than-expected inflation report in early September dampened investor optimism over the central bank's trajectory and the odds of avoiding recession. The Fed went on to hike rates aggressively by 75 basis points ("bps") twice during the quarter, bringing the benchmark Fed funds rate target to a range of 3.0% to 3.25%, as compared to 0% to 0.25% at the beginning of the year. (A basis point is 1/100^th of a percentage point.) For its part, the European Central Bank raised its reference rate by 50 bps in July, followed by another 75 bps in September. Other factors that weighed on sentiment during the quarter included the ongoing Russia-Ukraine war, an energy crisis in Europe, and the resumption of COVID-19 lockdowns in China.

Victory Income Stock Fund

Managers' Commentary (continued)

• How did the Victory Income Stock Fund (the "Fund") perform during the reporting period?

The Fund has two share classes: Fund Shares and Institutional Shares. The Fund's fiscal year-end changed this year to April 30 from July 31, resulting in a shorter reporting period for fiscal year ended 2023. For the nine-month reporting period ended April 30, 2023, the Fund Shares and Institutional Shares had a total return (at net asset value) of 1.82% and 1.83%, respectively. This compares to returns of 2.02% for the Russell 1000^® Value Index (the "Index") and 2.38% for the Lipper Equity Income Funds Index.

• What strategies did you employ during the reporting period?

For the reporting period, the Fund slightly underperformed the Index. In terms of allocation, an overweight to the industrials sector was additive to performance, while an overweight to information technology detracted. Additionally, strong selection within the health care sector was offset by stock selection in communication services.

Thank you for allowing us to assist you with your investment needs.

Victory Income Stock Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended April 30, 2023

Fund Shares

Institutional Shares

INCEPTION DATE

5/4/87

8/1/08

Net Asset Value

Russell 1000^®
Value Index¹

Lipper Equity
Income Funds
Index²

One Year

1.25

1.26

1.21

2.17

Five Year

7.97

7.99

7.75

8.69

Ten Year

9.04

9.08

9.13

9.21

Victory Income Stock Fund — Growth of $10,000

¹The unmanaged Russell 1000^® Value Index is made up of about 1,000 of the largest companies in the U.S. equity market. It represents top companies by market capitalization. It's made up of about 90% of the total market capitalization of all U.S. stocks. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²The unmanaged Lipper Equity Income Funds Index tracks the total return performance of funds within the Lipper Equity Income Funds category. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Victory Portfolios III
Victory Income Stock Fund

April 30, 2023

(Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks current income with the prospect of increasing dividend income and the potential for capital appreciation.

Top 10 Equity Holdings*:

April 30, 2023

(% of Net Assets)

JPMorgan Chase & Co.	3.2	%
Comcast Corp. Class A	2.9	%
Gilead Sciences, Inc.	1.9	%
Cisco Systems, Inc.	1.8	%
Exxon Mobil Corp.	1.8	%
Altria Group, Inc.	1.8	%
Philip Morris International, Inc.	1.8	%
The Procter & Gamble Co.	1.6	%
The Southern Co.	1.5	%
Amgen, Inc.	1.5	%

Sector Allocation*:

April 30, 2023

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Victory Portfolios III
Victory Income Stock Fund

Schedule of Portfolio Investments
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (99.4%)
Communication Services (6.7%):
AT&T, Inc.		755,907	$	13,357
Comcast Corp. Class A		1,689,689		69,902
Fox Corp. Class A		214,091		7,121
Omnicom Group, Inc.		306,785		27,786
Sirius XM Holdings, Inc. (a)		4,970,424		18,888
The Interpublic Group of Cos., Inc.		686,410		24,525
				161,579
Consumer Discretionary (7.5%):
Best Buy Co., Inc.		337,937		25,183
Genuine Parts Co.		60,820		10,237
H&R Block, Inc.		258,512		8,766
Lennar Corp. Class A		89,418		10,087
Lowe's Cos., Inc.		130,086		27,036
McDonald's Corp.		62,155		18,382
PulteGroup, Inc.		164,964		11,077
Starbucks Corp.		74,078		8,466
The Home Depot, Inc.		65,966		19,826
Toll Brothers, Inc.		101,299		6,474
Williams-Sonoma, Inc.		95,935		11,612
Yum! Brands, Inc.		162,247		22,809
				179,955
Consumer Staples (10.1%):
Altria Group, Inc.		899,964		42,757
Campbell Soup Co.		118,635		6,442
Colgate-Palmolive Co.		198,964		15,878
Conagra Brands, Inc.		193,605		7,349
General Mills, Inc.		173,658		15,391
Kimberly-Clark Corp.		109,649		15,887
PepsiCo, Inc.		86,176		16,450
Philip Morris International, Inc.		423,794		42,367
Target Corp.		132,175		20,851
The Coca-Cola Co.		160,548		10,299
The Procter & Gamble Co.		250,129		39,115
Walmart, Inc.		68,264		10,306
				243,092
Energy (7.0%):
Chevron Corp.		55,147		9,297
ConocoPhillips		318,439		32,764
Devon Energy Corp.		340,735		18,205
EOG Resources, Inc.		175,838		21,007
Exxon Mobil Corp.		364,089		43,086
Marathon Petroleum Corp.		90,447		11,035
Pioneer Natural Resources Co.		99,010		21,540
Valero Energy Corp.		112,838		12,939
				169,873

See notes to financial statements.

Victory Portfolios III
Victory Income Stock Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Financials (16.9%):
Aflac, Inc.		226,138	$	15,796
American Express Co.		76,456		12,335
American Financial Group, Inc.		57,674		7,078
Ameriprise Financial, Inc.		86,621		26,430
Discover Financial Services		97,801		10,119
East West Bancorp, Inc.		66,296		3,427
Everest Re Group Ltd.		24,661		9,322
FactSet Research Systems, Inc.		14,741		6,069
Fidelity National Financial, Inc.		577,805		20,506
Jefferies Financial Group, Inc.		565,699		18,119
JPMorgan Chase & Co.		551,313		76,214
Mastercard, Inc. Class A		50,419		19,161
MetLife, Inc.		151,771		9,308
Morgan Stanley		151,457		13,627
MSCI, Inc.		21,293		10,273
Popular, Inc.		104,368		6,263
Principal Financial Group, Inc.		166,278		12,419
Regions Financial Corp.		1,724,741		31,494
State Street Corp.		141,009		10,189
Synchrony Financial		591,458		17,454
Synovus Financial Corp.		120,266		3,704
The Goldman Sachs Group, Inc.		35,618		12,233
The Hanover Insurance Group, Inc.		48,215		5,765
The Hartford Financial Services Group, Inc.		187,271		13,294
The Travelers Cos., Inc.		73,681		13,347
U.S. Bancorp		312,584		10,715
Visa, Inc. Class A		54,388		12,658
				407,319
Health Care (14.5%):
AbbVie, Inc.		101,578		15,350
AmerisourceBergen Corp.		66,352		11,071
Amgen, Inc.		145,748		34,942
Bristol-Myers Squibb Co.		267,646		17,871
Cardinal Health, Inc.		296,453		24,339
Chemed Corp.		18,013		9,930
CVS Health Corp.		215,753		15,817
Elevance Health, Inc.		26,700		12,513
Eli Lilly & Co.		71,037		28,121
Gilead Sciences, Inc.		544,188		44,738
Johnson & Johnson		72,982		11,947
McKesson Corp.		36,353		13,241
Merck & Co., Inc.		195,571		22,582
Pfizer, Inc.		479,210		18,636
Quest Diagnostics, Inc.		89,228		12,386
The Cigna Group		67,419		17,076
Thermo Fisher Scientific, Inc.		21,620		11,997
UnitedHealth Group, Inc.		52,791		25,978
				348,535

See notes to financial statements.

Victory Portfolios III
Victory Income Stock Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Industrials (11.5%):
3M Co.		283,016	$	30,062
Automatic Data Processing, Inc.		38,153		8,394
Cintas Corp.		41,600		18,960
CSX Corp.		255,061		7,815
Cummins, Inc.		35,249		8,285
Expeditors International of Washington, Inc.		58,732		6,686
Fastenal Co.		498,392		26,833
General Dynamics Corp.		46,458		10,144
Huntington Ingalls Industries, Inc.		15,169		3,059
Illinois Tool Works, Inc.		61,688		14,925
Lennox International, Inc.		33,072		9,323
Lockheed Martin Corp.		50,196		23,313
ManpowerGroup, Inc.		100,528		7,611
Masco Corp.		335,924		17,975
Owens Corning		98,233		10,492
Paychex, Inc.		99,492		10,930
Snap-on, Inc.		55,961		14,517
Union Pacific Corp.		96,973		18,978
United Parcel Service, Inc. Class B		130,108		23,395
W.W. Grainger, Inc.		7,727		5,375
				277,072
Information Technology (10.1%):
Accenture PLC Class A		75,345		21,118
Apple, Inc.		158,697		26,928
Broadcom, Inc.		33,319		20,874
Cisco Systems, Inc.		918,231		43,386
Hewlett Packard Enterprise Co.		517,225		7,407
HP, Inc.		1,025,137		30,457
International Business Machines Corp.		123,358		15,594
KLA Corp.		30,788		11,901
Microsoft Corp.		76,662		23,555
Motorola Solutions, Inc.		36,615		10,670
NetApp, Inc.		96,843		6,090
Skyworks Solutions, Inc.		96,642		10,234
Texas Instruments, Inc.		91,230		15,254
				243,468
Materials (4.2%):
Avery Dennison Corp.		26,059		4,547
CF Industries Holdings, Inc.		28,493		2,040
Dow, Inc.		232,246		12,634
LyondellBasell Industries NV Class A		365,685		34,597
Nucor Corp.		126,164		18,695
Packaging Corp. of America		81,146		10,976
Reliance Steel & Aluminum Co.		9,948		2,465
Steel Dynamics, Inc.		20,266		2,107
The Mosaic Co.		165,011		7,071
Westlake Corp.		61,245		6,968
				102,100

See notes to financial statements.

Victory Portfolios III
Victory Income Stock Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Real Estate (4.0%):
AvalonBay Communities, Inc.		47,254	$	8,523
Boston Properties, Inc.		76,111		4,061
Digital Realty Trust, Inc.		153,947		15,264
Equinix, Inc.		12,509		9,058
National Retail Properties, Inc.		120,758		5,253
Prologis, Inc.		104,109		13,040
Realty Income Corp.		211,273		13,276
Regency Centers Corp.		62,035		3,811
VICI Properties, Inc.		633,147		21,489
Vornado Realty Trust		194,237		2,915
				96,690
Utilities (6.9%):
American Electric Power Co., Inc.		257,591		23,806
Consolidated Edison, Inc.		80,455		7,922
DTE Energy Co.		141,965		15,958
Duke Energy Corp.		223,056		22,056
Evergy, Inc.		350,857		21,792
Exelon Corp.		397,904		16,887
Sempra Energy		30,398		4,727
The Southern Co.		502,331		36,946
UGI Corp.		450,547		15,264
				165,358
Total Common Stocks (Cost $2,070,766)				2,395,041
Collateral for Securities Loaned (0.8%)^
Goldman Sachs Financial Square Government Fund, Institutional Shares, 4.77% (b)		4,813,298		4,813
HSBC U.S. Government Money Market Fund, Institutional Shares, 4.76% (b)		4,813,298		4,814
Invesco Government & Agency Portfolio, Institutional Shares, 4.78% (b)		4,813,298		4,813
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 4.77% (b)		4,813,298		4,813
Total Collateral for Securities Loaned (Cost $19,253)				19,253
Total Investments (Cost $2,090,019) — 100.2%				2,414,294
Liabilities in excess of other assets — (0.2)%				(5,854	)
NET ASSETS — 100.00%			$	2,408,440

^ Purchased with cash collateral from securities on loan.

(a) All or a portion of this security is on loan.

(b) Rate disclosed is the daily yield on April 30, 2023.

PLC — Public Limited Company

See notes to financial statements.

Victory Portfolios III

Statement of Assets and Liabilities
April 30, 2023

(Amounts in Thousands, Except Per Share Amounts)

	Victory Income Stock Fund
Assets:
Investments, at value (Cost $2,090,019)	$	2,414,294	(a)
Cash		11,415
Receivables:
Interest and dividends		2,813
Capital shares issued		1,436
Reclaims		338
From Adviser		16
Prepaid expenses		27
Total Assets		2,430,339
Liabilities:
Payables:
Collateral received on loaned securities		19,253
Capital shares redeemed		1,094
Accrued expenses and other payables:
Investment advisory fees		987
Administration fees		263
Custodian fees		18
Transfer agent fees		146
Compliance fees		2
Trustees' fees		—	(b)
Other accrued expenses		136
Total Liabilities		21,899
Net Assets:
Capital		1,987,597
Total accumulated earnings/(loss)		420,843
Net Assets	$	2,408,440
Net Assets
Fund Shares	$	1,604,350
Institutional Shares		804,090
Total	$	2,408,440
Shares (unlimited number of shares authorized with no par value):
Fund Shares		92,005
Institutional Shares		46,192
Total		138,197
Net asset value, offering and redemption price per share: (c)
Fund Shares	$	17.44
Institutional Shares		17.41

(a) Includes $18,699 thousand of securities on loan.

(b) Rounds to less than $1 thousand.

See notes to financial statements.

Victory Portfolios III

Statements of Operations

(Amounts in Thousands)

	Victory Income Stock Fund
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022
Investment Income:
Dividends	$	59,673		$	76,433
Interest		108			6
Securities lending (net of fees)		1,520			469
Foreign tax withholding		(20	)		(7	)
Total Income		61,281			76,901
Expenses:
Investment advisory fees		9,333			13,085
Administration fees — Fund Shares		1,826			2,601
Administration fees — Institutional Shares		649			1,080
Administration fees — Class R6 (b)		—			—	(c)
Sub-Administration fees		18			24
Custodian fees		80			122
Transfer agent fees — Fund Shares		722			1,020
Transfer agent fees — Institutional Shares		649			1,080
Transfer agent fees — Class R6 (b)		—			—	(c)
Trustees' fees		35			49
Compliance fees		18			21
Legal and audit fees		82			79
State registration and filing fees		53			67
Interfund lending fees		1			1
Other expenses		245			274
Total Expenses		13,711			19,503
Expenses waived/reimbursed by Adviser		(73	)		(47	)
Net Expenses		13,638			19,456
Net Investment Income (Loss)		47,643			57,445
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		89,030			255,926
Net change in unrealized appreciation/depreciation on investment securities		(95,215	)		(234,853	)
Net realized/unrealized gains (losses) on investments		(6,185	)		21,073
Change in net assets resulting from operations	$	41,458		$	78,518

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Class R6 activity is for the period August 1, 2021 to February 28, 2022 (date of termination).

See notes to financial statements.

Victory Portfolios III

Statements of Changes in Net Assets

(Amounts in Thousands)

	Victory Income Stock Fund
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021
From Investments:
Operations:
Net Investment Income (Loss)	$	47,643		$	57,445		$	51,269
Net realized gains (losses)		89,030			255,926			268,859
Net change in unrealized appreciation/depreciation		(95,215	)		(234,853	)		400,765
Change in net assets resulting from operations		41,458			78,518			720,893
Distributions to Shareholders:
Fund Shares		(146,869	)		(173,892	)		(30,164	)
Institutional Shares		(77,394	)		(115,113	)		(20,309	)
Class R6		—			(3	)(b)		(82	)
Change in net assets resulting from distributions to shareholders		(224,263	)		(289,008	)		(50,555	)
Change in net assets resulting from capital transactions		(33,037	)		15,459			(371,084	)
Change in net assets		(215,842	)		(195,031	)		299,254
Net Assets:
Beginning of period		2,624,282			2,819,313			2,520,059
End of period	$	2,408,440		$	2,624,282		$	2,819,313

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Class R6 activity is for the period August 1, 2021 to February 28, 2022 (date of termination).

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Statements of Changes in Net Assets

(Amounts in Thousands) (continued)

	Victory Income Stock Fund
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021
Capital Transactions:
Fund Shares
Proceeds from shares issued	$	49,181		$	83,412		$	78,038
Distributions reinvested		142,138			168,003			28,973
Cost of shares redeemed		(139,476	)		(196,041	)		(248,698	)
Total Fund Shares	$	51,843		$	55,374		$	(141,687	)
Institutional Shares
Proceeds from shares issued	$	132,125		$	238,151		$	31,528
Distributions reinvested		77,277			115,011			20,293
Cost of shares redeemed		(294,282	)		(393,052	)		(271,821	)
Total Institutional Shares	$	(84,880	)	$	(39,890	)	$	(220,000	)
Class R6
Proceeds from shares issued	$	—		$	3	(b)	$	31
Distributions reinvested		—			3	(b)		6
Cost of shares redeemed		—			(31	)(b)		(9,434	)
Total Class R6	$	—		$	(25	)	$	(9,397	)
Change in net assets resulting from capital transactions	$	(33,037	)	$	15,459		$	(371,084	)
Share Transactions:
Fund Shares
Issued		2,742			4,240			4,259
Reinvested		7,968			8,564			1,633
Redeemed		(7,800	)		(9,964	)		(13,926	)
Total Fund Shares		2,910			2,840			(8,034	)
Institutional Shares
Issued		7,239			11,749			1,763
Reinvested		4,338			5,867			1,148
Redeemed		(16,307	)		(20,215	)		(14,897	)
Total Institutional Shares		(4,730	)		(2,599	)		(11,986	)
Class R6
Issued		—			—	(b)(c)		2
Reinvested		—			—	(b)(c)		—	(c)
Redeemed		—			(1	)(b)		(529	)
Total Class R6		—			(1	)		(527	)
Change in Shares		(1,820	)		240			(20,547	)

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Class R6 activity is for period August 1, 2021 to February 28, 2022 (date of termination).

See notes to financial statements.

Victory Portfolios III

Financial Highlights

For a Share Outstanding Throughout Each Period

	Victory Income Stock Fund
	Fund Shares
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021			Year Ended July 31, 2020			Year Ended July 31, 2019			Year Ended July 31, 2018
Net Asset Value, Beginning of Period	$	18.75		$	20.18		$	15.73		$	19.78		$	20.24		$	19.68
Investment Activities:
Net investment income (loss)		0.34	(b)		0.40	(b)		0.34	(b)		0.40	(b)		0.43			0.40
Net realized and unrealized gains (losses)		0.01	(c)		0.21			4.45			(0.87	)		0.70			1.74
Total from Investment Activities		0.35			0.61			4.79			(0.47	)		1.13			2.14
Distributions to Shareholders from:
Net investment income		(0.29	)		(0.43	)		(0.33	)		(0.36	)		(0.44	)		(0.40	)
Net realized gains		(1.37	)		(1.61	)		(0.01	)		(3.22	)		(1.15	)		(1.18	)
Total Distributions		(1.66	)		(2.04	)		(0.34	)		(3.58	)		(1.59	)		(1.58	)
Net Asset Value, End of Period	$	17.44		$	18.75		$	20.18		$	15.73		$	19.78		$	20.24
Total Return (d) (e)		1.82	%		2.75	%		30.75	%		(3.84	)%		6.26	%		11.16	%
Ratios to Average Net Assets:
Net Expenses (f) (g) (h) (i)		0.74	%		0.70	%		0.70	%		0.74	%		0.75	%		0.76	%(j)
Net Investment Income (Loss) (f)		2.55	%		2.04	%		1.90	%		2.31	%		2.44	%		2.19	%
Gross Expenses (f) (g)		0.74	%		0.70	%		0.70	%		0.74	%		0.75	%		0.76	%(j)
Supplemental Data:
Net Assets at end of period (000's)	$	1,604,350		$	1,670,838		$	1,740,731		$	1,482,959		$	1,707,034		$	1,713,558
Portfolio Turnover (d) (k)		32	%		50	%		53	%		64	%		86	%(l)		23	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(c) The amount shown reflects a net realized and unrealized gain per share, whereas the Statements of Operations reflected a net realized and unrealized loss for the period for the Fund in total. The difference in realized and unrealized gains and losses for the Fund versus the class is due to the timing of sales and repurchases of the class in relation to fluctuating market values during the period.

(d) Not annualized for periods less than one year.

(f) Annualized for periods less than one year.

(g) Does not include acquired fund fees and expenses, if any.

(h) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through November 30, 2023, instead of coinciding with the Fund's fiscal year end.

(i) From the period beginning July 1, 2019, the amount of any waivers or reimbursements and the amount of any recoupment are calculated without regard to the impact of any performance adjustment to the Fund's management fee.

(j) Reflects total annual operating expenses of the shares before reductions of any expenses paid indirectly. The shares' expenses paid indirectly decreased the expense ratio by less than 0.01%.

(k) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(l) Reflects increased trading activity due to current year transition or asset allocation shift.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Victory Income Stock Fund
	Institutional Shares
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021			Year Ended July 31, 2020			Year Ended July 31, 2019			Year Ended July 31, 2018
Net Asset Value, Beginning of Period	$	18.72		$	20.15		$	15.71		$	19.76		$	20.22		$	19.66
Investment Activities:
Net investment income (loss)		0.34	(b)		0.40	(b)		0.34	(b)		0.40	(b)		0.43			0.41
Net realized and unrealized gains (losses)		0.02	(c)		0.21			4.44			(0.86	)		0.70			1.73
Total from Investment Activities		0.36			0.61			4.78			(0.46	)		1.13			2.14
Distributions to Shareholders from:
Net investment income		(0.30	)		(0.43	)		(0.33	)		(0.37	)		(0.44	)		(0.40	)
Net realized gains		(1.37	)		(1.61	)		(0.01	)		(3.22	)		(1.15	)		(1.18	)
Total Distributions		(1.67	)		(2.04	)		(0.34	)		(3.59	)		(1.59	)		(1.58	)
Net Asset Value, End of Period	$	17.41		$	18.72		$	20.15		$	15.71		$	19.76		$	20.22
Total Return (d) (e)		1.83	%		2.77	%		30.75	%		(3.81	)%		6.30	%		11.21	%
Ratios to Average Net Assets:
Net Expenses (f) (g) (h) (i)		0.72	%		0.68	%		0.68	%		0.72	%		0.73	%		0.72	%(j)
Net Investment Income (Loss) (f)		2.57	%		2.05	%		1.91	%		2.34	%		2.47	%		2.22	%
Gross Expenses (f) (g)		0.73	%		0.69	%		0.69	%		0.72	%		0.73	%		0.72	%(j)
Supplemental Data:
Net Assets at end of period (000's)	$	804,090		$	953,444		$	1,078,555		$	1,028,803		$	1,088,446		$	1,034,842
Portfolio Turnover (d) (k)		32	%		50	%		53	%		64	%		86	%(l)		23	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(d) Not annualized for periods less than one year.

(f) Annualized for periods less than one year.

(g) Does not include acquired fund fees and expenses, if any.

(h) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through November 30, 2023, instead of coinciding with the Fund's fiscal year end.

(j) Reflects total annual operating expenses of the shares before reductions of any expenses paid indirectly. The shares' expenses paid indirectly decreased the expense ratio by less than 0.01%.

(k) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(l) Reflects increased trading activity due to current year transition or asset allocation shift.

See notes to financial statements.

Victory Portfolios III

Notes to Financial Statements
April 30, 2023

1. Organization:

The accompanying financial statements are those of the Victory Income Stock Fund (formerly USAA Income Stock Fund) (the "Fund"). The Fund offers two classes of shares: Fund Shares and Institutional Shares. Effective February 28, 2022, the Class R6 were liquidated. The Fund is classified as diversified under the 1940 Act.

2. Significant Accounting Policies:

Investment Valuation:

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:

• Level 1 — quoted prices (unadjusted) in active markets for identical securities

• Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, or credit spreads, applicable to those securities, etc.)

• Level 3 — significant unobservable inputs (including the Adviser's assumptions in determining the fair value of investments)

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Investments in open-end investment companies, other than ETFs, are valued at their net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.

	Level 1		Level 2		Level 3		Total
Common Stocks	$	2,395,041	$	—	$	—	$	2,395,041
Collateral for Securities Loaned		19,253		—		—		19,253
Total	$	2,414,294	$	—	$	—	$	2,414,294

As of April 30, 2023, there were no transfers into/out of Level 3.

Real Estate Investment Trusts ("REITs"):

Investment Companies:

Open-End Funds:

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Securities Lending:

The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or repledged, except to satisfy borrower default.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of April 30, 2023.

Value of Securities on Loan				Non-Cash Collateral				Cash Collateral
$	18,699			$	—			$	19,253

Foreign Taxes:

Federal Income Taxes:

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

taxes is required in the financial statements. The Fund had a tax year end of July 31, and effective April 30, 2023, the Fund changed its tax year end to April 30.

Allocations:

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the nine months ended April 30, 2023, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities
Purchases		Sales
$	781,575	$	997,172

4. Affiliated Fund Ownership:

Affiliated Victory Portfolios III Mutual Funds	Ownership %
Victory Cornerstone Conservative Fund		0.1
Victory Cornerstone Equity Fund		0.3
Victory Target Retirement Income Fund		0.2
Victory Target Retirement 2030 Fund		0.6
Victory Target Retirement 2040 Fund		1.0
Victory Target Retirement 2050 Fund		0.7
Victory Target Retirement 2060 Fund		0.1

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.50% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Investment advisory fees.

The performance adjustment for each share class is accrued daily and calculated monthly by comparing the respective class' performance to that of the Lipper Equity Income Funds Index. The Lipper Equity Income Funds Index tracks the total return performance of the largest funds within the Lipper Equity Income Funds category.

The performance period for each share class consists of the current month plus the previous 35 months. The following table is utilized to determine the extent of the performance adjustment:

Over/Under Performance Relative to Index (in basis points)^(a)		Annual Adjustment Rate (in basis points)
	+/- 100 to 400		+/- 4
	+/- 401 to 700		+/- 5
	+/- 701 and greater		+/- 6

(a) Based on the difference between the average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point.

Under the performance fee arrangement, each class pays a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper Equity Income Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period August 1, 2022, to April 30, 2023, there were no performance adjustments. For the period August 1, 2021, to July 31, 2022, performance adjustments were $(599) and $(386) for Fund Shares and Institutional Shares and, respectively. Performance adjustments were less than (0.03)% and (0.04)% for Fund Shares and Institutional Shares, respectively. For the period August 1, 2021 to February 28, 2022, performance adjustments were less than $1 for Class R6. Performance adjustments were less than 0.01% for Class R6. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019, permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the nine months ended April 30, 2023, and the year ended July 31, 2022, the Fund had no subadvisers.

Administration and Servicing Fees:

VCM also serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15%, 0.10% and 0.05%, which is based on the Fund's average daily net assets of the Fund Shares, Institutional Shares and Class R6, respectively. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Administration fees.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Fund reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Sub-Administration fees.

The Fund (as part of the Trust) has entered into an agreement with the Adviser to provide compliance services, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration, and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. The funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Compliance fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser, provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual charge of $23 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent fees for Institutional Shares and Class R6 are paid monthly based on a fee accrued daily at an annualized rate 0.10% and 0.01%, respectively, of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Transfer agent fees.

Distributor/Underwriting Services:

Other Fees:

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least November 30, 2023. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limits for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Performance adjustments, acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of April 30, 2023, the expense limits (excluding voluntary waivers) were 0.76% and 0.72% for Fund Shares and Institutional Shares, respectively.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Expires 2024				Expires 2025				Expires 2026				Total
$	38			$	33			$	73			$	144

As of July 31, 2022, the following amounts were available to be repaid to the Adviser (amounts in thousands).

Expires 2023				Expires 2024				Expires 2025				Total
$	14			$	38			$	33			$	85

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the nine months ended April 30, 2023, and the year ended July 31, 2022.

6. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, terrorism, trade disputes, inflation rates, interest rate levels and other fiscal and monetary policy changes, cybersecurity incidents, pandemics and other public health crises, sanctions against a particular foreign country, its nationals, businesses or industries and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, or other catastrophes, may add to instability in global economies and markets generally, and may lead to increased market volatility. Global economies and financial markets are highly interconnected, which increases the possibility that conditions in one country or region might adversely affect issuers in another country or region. The impact of these and other factors may be short-term or may last for extended periods.

Financials Sectors Risk — The Fund's investments in companies within the financials sector means that market or economic factors impacting that sector could have a significant effect on the value of the Fund's investments and could make the Fund's performance more volatile. Financial companies, such as retail and commercial banks, insurance companies, and financial services companies, are especially subject to the adverse effects of economic recession, currency exchange rates, extensive

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

government regulation, decreases in the availability of capital, volatile interest rates, portfolio concentrations in geographic markets, industries or products (such as commercial and residential real estate loans), and competition from new entrants in their fields of business.

7. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the nine months ended April 30, 2023, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from August 1, 2021, through June 27, 2022, interest was based on the one-month London Interbank Offered Rate ("LIBOR") plus one percent. For the period June 28, 2022, through April 30, 2023, interest was based on the one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent. The Fund did not experience a material financial impact transitioning from LIBOR to SOFR. Effective with the next amendment on June 27, 2023, the annual commitment fee of 0.15% will remain unchanged. Interest charged to the Fund during the period, if applicable, is reflected on the Statements of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the nine months ended April 30, 2023, and the year ended July 31, 2022.

Interfund Lending:

The Trust and the Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other fund in the Victory Funds Complex that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending.

During the nine months ended April 30, 2023, the average borrowing or lending for the days outstanding and average interest rate for the Fund were as follows (amounts in thousands):

Borrower or Lender				Amount Outstanding at April 30, 2023				Average Borrowing*				Average Interest Rate*				Maximum Borrowing During the Period
Borrower				$	—			$	7,809				4.31	%		$	7,809

* Based on the number of days borrowings were outstanding for the nine months ended April 30, 2023.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

The average borrowing or lending for the days outstanding and average interest rate for the Fund during the year ended July 31, 2022, were as follows (amounts in thousands):

Borrower or Lender				Amount Outstanding at July 31, 2022				Average Borrowing*				Average Interest Rate*				Maximum Borrowing During the Period
Borrower				$	—			$	3,326				0.93	%		$	7,169

* Based on the number of days borrowings were outstanding for the year ended July 31, 2022.

8. Federal Income Tax Information:

The Fund intends to distribute any net investment income quarterly. Distributable net realized gains, if any, are declared and paid at least annually.

The amounts of dividends from net investment income and distributions from net realized gains (collectively, distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

As of April 30, 2023, on the Statement of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows (amounts in thousands):

Total Accumulated Earnings/(Loss)				Capital
$	(102	)		$	102

Nine Months Ended April 30, 2023
Distributions Paid From
Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid
$	59,893	$	164,370	$	224,263

Year Ended July 31, 2022						Year Ended July 31, 2021
Distributions Paid From						Distributions Paid From
Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid		Ordinary Income		Total Distributions Paid
$	82,964	$	206,044	$	289,008	$	50,555	$	50,555

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

As of April 30, 2023, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed Ordinary Income				Undistributed Long-Term Capital Gains				Accumulated Earnings				Unrealized Appreciation (Depreciation)*				Total Accumulated Earnings (Loss)
$	18,271			$	78,299			$	96,570			$	324,273			$	420,843

* The difference between the book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to tax deferral of losses on wash sales.

As of April 30, 2023, the Fund had no capital loss carryforwards for federal income tax purposes.

Cost of Investments for Federal Tax Purposes				Gross Unrealized Appreciation				Gross Unrealized Depreciation				Net Unrealized Appreciation (Depreciation)
$	2,090,021			$	417,869			$	(93,596	)		$	324,273

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of Victory Income Stock Fund (Formerly USAA Income Stock Fund)

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Victory Income Stock Fund (formerly USAA Income Stock Fund) (the "Fund") (one of the funds constituting Victory Portfolios III (formerly USAA Mutual Funds Trust) (the "Trust")), including the schedule of portfolio investments as of April 30, 2023, and the related statements of operations for the period from August 1, 2022 through April 30, 2023 and the year ended July 31, 2022, the statements of changes in net assets for the period from August 1, 2022 through April 30, 2023 and each of the two years in the period ended July 31, 2022, the financial highlights for the period from August 1, 2022 through April 30, 2023 and each of the five years in the period ended July 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting Victory Portfolios III) at April 30, 2023, the results of its operations for the period from August 1, 2022 through April 30, 2023 and the year ended July 31, 2022, the changes in its net assets for the period from August 1, 2022 through April 30, 2023 and each of the two years in the period ended July 31, 2022, and its financial highlights for the period from August 1, 2022 through April 30, 2023 and each of the five years in the period ended July 31, 2022, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2023, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
June 28, 2023

Victory Portfolios III

Supplemental Information
April 30, 2023

(Unaudited)

Trustee and Officer Information

Board of Trustees:

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Independent Trustees

Jefferson C. Boyce
(September 1957)

Independent Chair

Trustee since September 2013, Independent Chair since January 2021

Retired.

Westhab, Inc., New York Theological Seminary, American Filtration Corp.

Dawn M. Hawley
(February 1954)

Trustee

Trustee since April 2014

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Daniel S. McNamara
(June 1966)

Trustee

Trustee since January 2012

None

Paul L. McNamara
(July 1948)

Trustee

Trustee since January 2012

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Richard Y. Newton, III (January 1956)

Trustee

Trustee since March 2017

Terran Orbital Corp., American Made Filtration Corp.

Barbara B. Ostdiek, Ph.D.
(March 1964)

Trustee

Trustee since January 2008

None

John C. Walters
(February 1962)

Trustee

Trustee since July 2019

Retired.

Guardian Variable Products Trust (16 series)

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Fund

Term of
Office and
Length of
Time Served

Principal Occupation(s) Held
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Interested Trustee

David C. Brown
(May 1972)

Trustee

Trustee since July 2019

45 portfolios within the Trust; 40 portfolios within the Victory Portfolios, 25 series within the Victory Portfolios II, and 6 series within the Victory Variable Insurance Funds

None

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Officers of the Trust

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

James K. De Vries
(April 1969)

President

March 2018*

Scott Stahorsky
(July 1969)

Vice President

July 2019

Thomas Dusenberry
(July 1977)

Secretary

June 2022

Allan Shaer,
(March 1965)

Treasurer

July 2019*

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

Christopher Ponte,
(March 1984)

Assistant Treasurer

May 2023

Carol D. Trevino
(October 1965)

Assistant Treasurer

September
2018

Director, Financial Reporting, Fund Administration (5/1/23-present); Director, Accounting and Finance, the Adviser (7/1/19-4/30/23); Accounting/Financial Director, USAA (12/13-6/30/19). Ms. Trevino also serves as Assistant Treasurer of Victory Portfolios, Victory Portfolios II, and Victory Variable Insurance Funds (2/28/23-present).

Charles Booth
(April 1960)

Anti-Money Laundering Compliance Officer and Identity Theft Officer

July 2019

Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (2007-present).

Sean Fox
(September 1976)

Chief Compliance Officer

June 2022

* Effective May 1, 2023, Mr. De Vries resigned as Treasurer and accepted the position of President, and Mr. Shaer resigned as Assistant Treasurer and accepted the position of Treasurer.

Effective May 1, 2023, Christopher Dyer resigned as the President of the Trust.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent 12 months ended June 30 is available on the SEC's website at sec.gov.

Availability of Schedules of Portfolio Investments:

Expense Examples

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from November 1, 2022, through April 30, 2023.

	Beginning Account Value 11/1/22		Actual Ending Account Value 4/30/23		Hypothetical Ending Account Value 4/30/23		Actual Expenses Paid During Period 11/1/22- 4/30/23*		Hypothetical Expenses Paid During Period 11/1/22- 4/30/23*		Annualized Expense Ratio During Period 11/1/22- 4/30/23
Fund Shares	$	1,000.00	$	1,024.80	$	1,021.12	$	3.72	$	3.71		0.74	%
Institutional Shares		1,000.00		1,024.90		1,021.22		3.61		3.61		0.72	%

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Additional Federal Income Tax Information

Dividends Received Deduction (corporate shareholders)				Qualified Dividend Income (non-corporate shareholders)				Short-Term Capital Gain Distributions				Long-Term Capital Gain Distributions
	88	%			91	%		$	18,628			$	164,370

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

Victory Income Stock Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of Victory Portfolios III Trust (the "Trust") held on December 8-9, 2022, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 8-9, 2022 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 21, 2022.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

Advisory Agreement

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management program, (iv) derivatives risk management program, and (v) cybersecurity programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's net management fee rate — which includes advisory and administrative services and the effects of any performance adjustment, as well as any fee waivers and reimbursements — was below the medians of its expense group and its expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were below the medians of its expense group and its expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund.

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe for the one-, five- and ten-year periods ended June 30, 2022, and was below the average of its performance universe for the three-year period ended June 30, 2022, and that the Fund's performance was above its Lipper index for the one-year period ended June 30, 2022, and was below its Lipper index for the three-, five- and ten-year periods ended June 30, 2022. The Board took into account management's discussion of the Fund's performance, including the reasons for the Fund's underperformance for certain periods, and also took into account the Fund's more recent improved performance.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees noted that the Adviser reimbursed or waived a portion of its management fees to the Fund. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board also considered the effect of the change in size, if any, of each of the Fund's classes on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than some expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices and the Adviser is appropriately monitoring the Fund's performance; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and its affiliates and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Liquidity Risk Management Program:

The Victory Portfolio III Funds (the "Trust") have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage the Fund's liquidity risk, taking into consideration the Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short- and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The Trust's Board of Trustees approved the appointment of the Fund's investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.

At a meeting held on March 10, 2023, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N- RN (prior to August 2022, Form N-LIQUID) and recommended no material changes to the LRMP.

Privacy Policy

Protecting the Privacy of Information

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic, and procedural safeguards to guard your personal information.*

P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our website at:				Call
vcm.com				(800) 235-8396

23421-0723

April 30, 2023

Annual Report

Victory Science & Technology Fund

(Formerly USAA^® Science & Technology Fund)

vcm.com

News, Information And Education 24 Hours A Day, 7 Days A Week

• Detailed performance records

• Daily share prices

• The latest fund news

• Investment resources to help you become a better investor

• A section dedicated to investment professionals

Victory Portfolios III

TABLE OF CONTENTS

Shareholder Letter (Unaudited)					2
Manager's Commentary (Unaudited)					4
Investment Overview (Unaudited)					6
Investment Objective & Portfolio Holdings (Unaudited)					7
Schedule of Portfolio Investments					8
Financial Statements
Statement of Assets and Liabilities					16
Statements of Operations					17
Statements of Changes in Net Assets					18
Financial Highlights					19
Notes to Financial Statements					21
Report of Independent Registered Public Accounting Firm					31
Supplemental Information (Unaudited)					32
Trustee and Officer Information					32
Proxy Voting and Portfolio Holdings Information					38
Expense Examples					38
Advisory Contract Approval					39
Liquidity Risk Management Program					43
Privacy Policy (inside back cover)

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

For more specific information, please consult your tax adviser.

• NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE

(Unaudited)

Dear Shareholder,

If you are reading this letter but double-checking your calendar, be assured there's no mistake. The annual reporting period for your Victory Mutual Fund (formerly USAA^® Mutual Fund) has shifted from a fiscal year ended July 31^st to a fiscal year ended April 30^th. This change has no impact on any of your investments and simply aims to help us improve efficiencies and reduce operational costs. Therefore, this letter covers an abbreviated "annual" period from August 1, 2022, through April 30, 2023. Future annual reports will cover the 12-month period ended April 30 going forward.

From all of us here at Victory Capital, thank you for your ongoing confidence and for letting us help you work toward your investment goals.

James De Vries

President,
Victory Funds

Victory Science & Technology Fund

Managers' Commentary
(Unaudited)

• What were the market conditions during the reporting period?

The reporting period began with a rally that continued into mid-August, on hopes that the U.S. Federal Reserve (the "Fed") would pivot toward a more accommodative policy. However, messaging from Fed Chairman, Jerome Powell, and a stronger-than-expected inflation report in early September dampened investor optimism over the central bank's trajectory and the odds of avoiding recession. The Fed went on to hike rates aggressively by 75 basis points ("bps") twice during the quarter, bringing the benchmark Fed funds rate target to a range of 3.0% to 3.25%, as compared to 0% to 0.25% at the beginning of the year. (A basis point is 1/100^th of a percentage point.) For its part, the European Central Bank raised its reference rate by 50 bps in July, followed by another 75 bps in September. Other factors that weighed on sentiment during the quarter included the ongoing Russia-Ukraine war, an energy crisis in Europe, and the resumption of COVID-19 lockdowns in China.

Victory Science & Technology Fund

Managers' Commentary (continued)

• How did the Victory Science & Technology Fund (the "Fund") perform during the reporting period?

The Fund has two share classes: Fund Shares and Class A. The Fund's fiscal year-end changed this year to April 30 from July 31, resulting in a shorter reporting period for fiscal year ended 2023. For the nine-month reporting period ended April 30, 2023, the Fund Shares and Class A had total returns (at net asset value) of -4.33% and -4.49%, respectively. This compares to returns of 2.27% for the S&P 500^® Index (the "Index"), 2.13% for the S&P North American Technology Index, 1.56% for the S&P Composite 1500 Health Care Index, and -1.83% for the Lipper Science & Technology Funds Index.

Victory Capital Management Inc. ("VCM") is the Fund's investment adviser. As the investment adviser, VCM employs dedicated resources to support the research, selection, and monitoring of the Fund's subadviser. Wellington Management Company LLP is an external subadviser to the Fund, while RS Investments Growth is a VCM investment franchise that each manage portions of the Fund. Primary responsibility for the day-to-day discretionary management of the Fund lies with the subadviser and the investment franchise.

• What strategies did you employ during the reporting period?

For the reporting period, the Fund underperformed the Index as both stock selection and sector allocation negatively contributed to performance versus the Index. Stock selection in information technology was a negative contributor while stock selection in consumer discretionary was a positive contributor. An overweight to health care hurt performance while an underweight to consumer discretionary helped performance.

Thank you for allowing us to assist you with your investment needs.

Victory Science & Technology Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended April 30, 2023

Fund Shares

Class A

INCEPTION DATE

8/1/97

8/2/10

Net Asset Value

Maximum
Offering Price

S&P 500^®
Index¹

S&P North
American
Technology
Sector Index²

S&P
Composite
1500 Health
Care Index³

Lipper
Science &
Technology
Funds Index⁴

One Year

–6.26

–6.53

–11.92

2.66

2.14

3.75

–3.58

Five Year

5.04

4.75

3.51

11.45

14.40

11.84

10.81

Ten Year

11.91

11.62

10.96

12.20

17.89

12.95

14.88

Victory Science & Technology Fund — Growth of $10,000

¹The S&P 500^® Index is an unmanaged index comprised of 500 domestically traded common stocks, is weighted according to the market value of each common stock in the index, and includes reinvestment of dividends. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²The unmanaged S&P North American Technology Sector Index provides investors with a benchmark that represents U.S. securities classified under the Global Industry Classification System (GICS^®) technology sector and internet retail sub-industry. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

³The unmanaged S&P Composite 1500 Health Care Index comprises U.S. traded stocks that are members of either the S&P Total Market Index (TMI) or the S&P/TSX Composite Index, and are classified within the health care sector of the GICS. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

⁴The unmanaged Lipper Science & Technology Funds Index tracks the total return performance of funds within the Lipper Science & Technology Funds category. This index does include the effect of sales charges, commissions, expenses, or taxes, in not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Victory Portfolios III
Victory Science & Technology Fund

April 30, 2023

(Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks long-term capital appreciation.

Top 10 Equity Holdings*:

April 30, 2023

(% of Net Assets)

Microsoft Corp.	8.1	%
Amazon.com, Inc.	4.5	%
Vertex Pharmaceuticals, Inc.	4.2	%
Meta Platforms, Inc. Class A	3.1	%
Visa, Inc. Class A	2.4	%
ServiceNow, Inc.	2.2	%
NVIDIA Corp.	2.2	%
MACOM Technology Solutions Holdings, Inc.	1.8	%
Lattice Semiconductor Corp.	1.8	%
Monolithic Power Systems, Inc.	1.8	%

Sector Allocation*:

April 30, 2023

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Victory Portfolios III
Victory Science & Technology Fund

Schedule of Portfolio Investments
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (99.1%)
Argentina (0.3%):
Consumer Discretionary (0.3%):
MercadoLibre, Inc. (a)		1,994	$	2,547
Australia (0.1%):
Health Care (0.1%):
Opthea Ltd., ADR (a)		305,881		1,245
Belgium (0.0%): (b)
Health Care (0.0%):
UCB SA (c)		2,310		215
Brazil (0.0%): (b)
Health Care (0.0%):
Hapvida Participacoes E Investimentos SA (a) (d)		54,098		30
Canada (0.2%):
Health Care (0.2%):
Xenon Pharmaceuticals, Inc. (a)		38,652		1,557
China (0.3%):
Consumer Discretionary (0.2%):
Trip.com Group Ltd. (a)		51,550		1,833
Health Care (0.0%): (b)
Zai Lab Ltd. (a)		28,600		100
Information Technology (0.1%):
Glodon Co. Ltd. Class A		101,600		852
				2,785
Denmark (0.0%): (b)
Health Care (0.0%):
Ascendis Pharma A/S, ADR (a)		960		67
Genmab A/S (a)		246		101
				168
Finland (0.3%):
Information Technology (0.3%):
Nokia Oyj, ADR		704,796		2,953
Ireland (0.3%):
Health Care (0.3%):
Alkermes PLC (a)		1,995		57
ICON PLC (a)		473		91
Prothena Corp. PLC (a)		59,920		3,153
				3,301

See notes to financial statements.

Victory Portfolios III
Victory Science & Technology Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Israel (1.3%):
Information Technology (1.3%):
Monday.com Ltd. (a)		61,472	$	7,495
Wix.com Ltd. (a)		61,740		5,385
				12,880
Italy (0.0%): (b)
Health Care (0.0%):
DiaSorin SpA		913		99
Japan (0.8%):
Health Care (0.5%):
Astellas Pharma, Inc.		9,000		136
Chugai Pharmaceutical Co. Ltd.		5,800		150
Daiichi Sankyo Co. Ltd.		8,350		286
Eisai Co. Ltd.		3,465		200
Hoya Corp.		33,030		3,464
Ono Pharmaceutical Co. Ltd.		2,230		45
				4,281
Information Technology (0.3%):
Hamamatsu Photonics KK		21,200		1,124
Rohm Co. Ltd.		27,680		2,084
				3,208
				7,489
Netherlands (0.0%): (b)
Health Care (0.0%):
Argenx SE, ADR (a)		262		102
Merus NV (a)		2,517		48
				150
Switzerland (0.2%):
Health Care (0.2%):
MoonLake Immunotherapeutics (a)		70,858		1,509
Novartis AG Registered Shares		1,639		168
Tecan Group AG Class R		218		95
				1,772
Taiwan (1.0%):
Information Technology (1.0%):
Accton Technology Corp.		203,000		1,983
ASPEED Technology, Inc.		16,800		1,439
Hon Hai Precision Industry Co. Ltd.		647,000		2,205
Silicon Motion Technology Corp., ADR		72,391		4,607
				10,234
United Kingdom (0.3%):
Consumer Discretionary (0.2%):
Trainline PLC (a) (d)		569,110		1,780

See notes to financial statements.

Victory Portfolios III
Victory Science & Technology Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Health Care (0.1%):
Abcam PLC, ADR (a)		7,712	$	126
AstraZeneca PLC, ADR		4,501		329
Genus PLC		2,297		78
GSK PLC		7,116		128
Hikma Pharmaceuticals PLC		4,314		100
Immunocore Holdings PLC, ADR (a)		1,392		81
Smith & Nephew PLC		8,479		140
Verona Pharma PLC, ADR (a)		5,698		119
				1,101
				2,881
United States (94.0%):
Communication Services (7.1%):
Alphabet, Inc. Class A (a)		92,220		9,899
Bandwidth, Inc. Class A (a)		141,351		1,720
Cargurus, Inc. (a)		57,183		940
Meta Platforms, Inc. Class A (a)		124,671		29,961
Netflix, Inc. (a)		32,609		10,759
Take-Two Interactive Software, Inc. (a)		82,286		10,227
ZoomInfo Technologies, Inc. (a)		269,238		5,899
				69,405
Consumer Discretionary (5.2%):
2U, Inc. (a)		457,382		2,534
Airbnb, Inc. Class A (a)		11,562		1,384
Amazon.com, Inc. (a)		419,532		44,240
Etsy, Inc. (a)		10,050		1,015
Peloton Interactive, Inc. Class A (a)		201,292		1,787
				50,960
Financials (5.1%):
Block, Inc. (a)		78,245		4,757
FleetCor Technologies, Inc. (a)		15,302		3,273
Global Payments, Inc.		37,530		4,230
PayPal Holdings, Inc. (a)		34,404		2,615
Shift4 Payments, Inc. Class A (a)		107,783		7,304
Visa, Inc. Class A		101,714		23,672
WEX, Inc. (a)		22,901		4,061
				49,912
Health Care (26.5%):
10X Genomics, Inc. Class A (a)		80,588		4,225
89bio, Inc. (a)		374,632		5,987
Abbott Laboratories		2,881		318
Acadia Healthcare Co., Inc. (a)		2,588		187
Aclaris Therapeutics, Inc. (a)		3,839		34
AdaptHealth Corp. (a)		7,942		94
Addus HomeCare Corp. (a)		1,270		104
Agilent Technologies, Inc.		50,240		6,804
Agilon Health, Inc. (a)		4,295		104

See notes to financial statements.

Victory Portfolios III
Victory Science & Technology Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Akebia Therapeutics, Inc. (a) (c)		1,576,735	$	1,432
Akero Therapeutics, Inc. (a)		48,623		2,175
Aldeyra Therapeutics, Inc. (a)		422,105		4,023
Alnylam Pharmaceuticals, Inc. (a)		483		96
Amedisys, Inc. (a)		702		56
AmerisourceBergen Corp.		1,706		285
Amicus Therapeutics, Inc. (a)		595,970		6,877
Apellis Pharmaceuticals, Inc. (a)		189,799		15,835
Arcellx, Inc. (a)		35,642		1,521
Ardelyx, Inc. (a)		672,365		2,999
Avantor, Inc. (a)		3,917		76
Becton Dickinson and Co.		1,578		417
Biogen, Inc. (a)		771		235
BioMarin Pharmaceutical, Inc. (a)		70,219		6,744
Bio-Techne Corp.		1,066		85
Blueprint Medicines Corp. (a)		670		34
Boston Scientific Corp. (a)		10,498		547
Bridgebio Pharma, Inc. (a)		242,382		3,519
Bristol-Myers Squibb Co.		3,016		201
Cabaletta Bio, Inc. (a)		57,560		597
Celldex Therapeutics, Inc. (a)		1,675		53
Centene Corp. (a)		7,396		510
Chinook Therapeutics, Inc. (a)		88,238		1,766
Cymabay Therapeutics, Inc. (a)		150,305		1,617
Cytokinetics, Inc. (a)		2,851		107
Danaher Corp.		3,600		853
Dexcom, Inc. (a)		2,790		339
Edwards Lifesciences Corp. (a)		4,678		412
Elanco Animal Health, Inc. (a)		9,327		88
Eli Lilly & Co.		3,303		1,307
Encompass Health Corp.		2,883		185
Equillium, Inc. (a)		627,938		391
Exact Sciences Corp. (a)		122,349		7,839
Eyenovia, Inc. (a)		92,644		493
GeneDx Holdings Corp. (a)		1,748,583		478
Gilead Sciences, Inc.		1,235		102
Glaukos Corp. (a)		2,231		106
HCA Healthcare, Inc.		1,758		505
Hologic, Inc. (a)		2,411		207
Humana, Inc.		1,197		635
Illumina, Inc. (a)		1,273		262
Immunovant, Inc. (a)		168,868		2,726
Inari Medical, Inc. (a)		1,533		102
Insulet Corp. (a)		718		228
Intra-Cellular Therapies, Inc. (a)		2,345		146
IVERIC bio, Inc. (a)		333,342		10,964
Karuna Therapeutics, Inc. (a)		744		148
Krystal Biotech, Inc. (a)		53,425		4,488
Laboratory Corp. of America Holdings		800		181

See notes to financial statements.

Victory Portfolios III
Victory Science & Technology Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
MacroGenics, Inc. (a)		334,982	$	2,308
Marinus Pharmaceuticals, Inc. (a)		182,213		1,658
Merck & Co., Inc.		11,290		1,304
Mettler-Toledo International, Inc. (a)		5,172		7,714
Moderna, Inc. (a)		661		88
Molina Healthcare, Inc. (a)		1,229		366
Morphic Holding, Inc. (a)		109,766		5,188
NanoString Technologies, Inc. (a)		10,102		99
Natera, Inc. (a)		55,908		2,836
Nuvalent, Inc. Class A (a)		67,859		2,402
ORIC Pharmaceuticals, Inc. (a)		474,539		2,453
Owens & Minor, Inc. (a)		2,996		47
Pacific Biosciences of California, Inc. (a)		407,864		4,323
Pfizer, Inc.		25,563		994
Pliant Therapeutics, Inc. (a)		106,643		3,013
PTC Therapeutics, Inc. (a)		120,175		6,626
QuidelOrtho Corp. (a)		709		64
Rain Oncology, Inc. (a) (c)		167,514		1,178
Reata Pharmaceuticals, Inc. Class A (a)		82,663		8,172
Regeneron Pharmaceuticals, Inc. (a)		224		180
Regulus Therapeutics, Inc. (a)		627,009		834
Repligen Corp. (a)		816		124
Replimune Group, Inc. (a)		75,320		1,260
Revance Therapeutics, Inc. (a)		186,380		5,932
REVOLUTION Medicines, Inc. (a)		106,606		2,504
Rocket Pharmaceuticals, Inc. (a)		92,180		1,652
Roivant Sciences Ltd. (a)		377,919		3,231
Sage Therapeutics, Inc. (a)		73,162		3,574
Sarepta Therapeutics, Inc. (a)		57,933		7,112
Scholar Rock Holding Corp. (a)		193,299		1,237
Seagen, Inc. (a)		312		62
Shockwave Medical, Inc. (a)		510		148
Stryker Corp.		2,056		616
Surgery Partners, Inc. (a)		3,908		155
Syndax Pharmaceuticals, Inc. (a)		2,228		46
Syneos Health, Inc. (a)		4,804		189
Teleflex, Inc.		702		191
Terns Pharmaceuticals, Inc. (a)		121,414		1,584
TG Therapeutics, Inc. (a)		65,377		1,623
Tyra Biosciences, Inc. (a) (c)		108,243		1,534
Ultragenyx Pharmaceutical, Inc. (a)		850		37
United Therapeutics Corp. (a)		746		172
UnitedHealth Group, Inc.		3,206		1,578
Vaxcyte, Inc. (a)		154,797		6,630
Veeva Systems, Inc. Class A (a)		35,548		6,366
Ventyx Biosciences, Inc. (a)		152,060		5,717
Veracyte, Inc. (a)		3,077		70
Vertex Pharmaceuticals, Inc. (a)		121,280		41,324
Viking Therapeutics, Inc. (a)		314,937		6,711
Waters Corp. (a)		489		147

See notes to financial statements.

Victory Portfolios III
Victory Science & Technology Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Zoetis, Inc.		3,129	$	550
Zymeworks, Inc. (a) (c)		392,008		3,293
				260,065
Industrials (3.0%):
Ceridian HCM Holding, Inc. (a)		74,648		4,739
Genpact Ltd.		90,456		4,030
Lyft, Inc. Class A (a)		707,178		7,249
Paycom Software, Inc. (a)		47,951		13,923
				29,941
Information Technology (46.9%):
Advanced Micro Devices, Inc. (a)		99,549		8,897
Aehr Test Systems (a)		190,116		4,705
Ambarella, Inc. (a)		150,940		9,355
Amplitude, Inc. Class A (a)		495,331		5,622
Applied Materials, Inc.		124,823		14,109
AppLovin Corp. Class A (a)		234,473		3,986
Arista Networks, Inc. (a)		35,045		5,613
Backblaze, Inc. Class A (a)		143,149		595
Bentley Systems, Inc. Class B		26,648		1,134
Calix, Inc. (a)		144,747		6,615
Confluent, Inc. Class A (a)		275,773		6,067
Credo Technology Group Holding Ltd. (a)		396,577		3,216
Dynatrace, Inc. (a)		170,169		7,195
Extreme Networks, Inc. (a)		398,199		7,080
F5, Inc. (a)		16,966		2,280
Fair Isaac Corp. (a)		17,213		12,530
Five9, Inc. (a)		14,231		923
Flex Ltd. (a)		228,497		4,700
Gitlab, Inc. Class A (a) (c)		98,941		3,004
GoDaddy, Inc. Class A (a)		118,218		8,947
Guidewire Software, Inc. (a)		21,722		1,655
Harmonic, Inc. (a)		411,114		5,793
HashiCorp, Inc. Class A (a)		56,760		1,522
HubSpot, Inc. (a)		6,611		2,783
Impinj, Inc. (a)		135,553		11,984
KLA Corp.		14,072		5,439
Lam Research Corp.		15,988		8,379
Lattice Semiconductor Corp. (a)		221,250		17,634
MACOM Technology Solutions Holdings, Inc. (a)		304,587		17,770
Marvell Technology, Inc.		45,677		1,803
MaxLinear, Inc. (a)		307,609		7,423
Micron Technology, Inc.		42,438		2,731
Microsoft Corp.		259,828		79,835
Monolithic Power Systems, Inc.		37,435		17,294
NVIDIA Corp.		77,947		21,629
Okta, Inc. (a)		15,548		1,065
ON Semiconductor Corp. (a)		152,404		10,967
Palo Alto Networks, Inc. (a)		16,369		2,987
RingCentral, Inc. Class A (a)		118,228		3,258

See notes to financial statements.

Victory Portfolios III
Victory Science & Technology Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Rogers Corp. (a)		35,207	$	5,667
Salesforce, Inc. (a)		77,860		15,445
Samsara, Inc. Class A (a)		350,133		6,320
Semtech Corp. (a)		365,428		7,122
SentinelOne, Inc. Class A (a)		62,182		999
ServiceNow, Inc. (a)		47,858		21,987
SiTime Corp. (a)		54,073		5,865
Snowflake, Inc. Class A (a)		65,545		9,706
Sprout Social, Inc. Class A (a)		130,310		6,419
Squarespace, Inc. Class A (a)		77,011		2,395
Texas Instruments, Inc.		67,552		11,295
Twilio, Inc. Class A (a)		83,630		4,400
Varonis Systems, Inc. (a)		702,504		16,270
VeriSign, Inc. (a)		9,346		2,073
Wolfspeed, Inc. (a)		46,001		2,141
Workday, Inc. Class A (a)		21,076		3,923
				460,551
Real Estate (0.2%):
Opendoor Technologies, Inc. (a) (c)		1,546,723		2,134
				922,968
Total Common Stocks (Cost $745,752)				973,274
Rights (0.0%) (b)
United States (0.0%):
Health Care (0.0%):
Abiomed, Inc. (a) (e)		145		—	(f)
Contra Clementia Pharmaceuticals (a) (e)		14,251		—	(f)
				—	(f)
Total Rights (Cost $19)				—	(f)
Warrants (0.0%) (b)
United States (0.0%):
Health Care (0.0%):
Athenex, Inc. (a)		5,153,482		—	(f)
Nuvation Bio, Inc. (a)		165,474		21
Regulus Therapeutics, Inc. (a) (h) (i)		470,257		—	(f)
				21
Total Warrants (Cost $640)				21
Collateral for Securities Loaned (0.7%)^
United States (0.7%):
Goldman Sachs Financial Square Government Fund, Institutional Shares, 4.77% (g)		1,593,207		1,594
HSBC U.S. Government Money Market Fund, Institutional Shares, 4.76% (g)		1,593,207		1,593

See notes to financial statements.

Victory Portfolios III
Victory Science & Technology Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Invesco Government & Agency Portfolio, Institutional Shares, 4.78% (g)		1,593,207	$	1,593
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 4.77% (g)		1,593,207		1,593
Total Collateral for Securities Loaned (Cost $6,373)				6,373
Total Investments (Cost $752,784) — 99.8%				979,668
Other assets in excess of liabilities — 0.2%				2,401
NET ASSETS — 100.00%			$	982,069

At April 30, 2023, the foreign securities held by the underlying funds were 5.1% of net assets.

^ Purchased with cash collateral from securities on loan.

(a) Non-income producing security.

(b) Amount represents less than 0.05% of net assets.

(d) Rule 144A security or other security that is restricted as to resale to institutional investors. As of April 30, 2023, the fair value of these securities was $1,810 thousands and amounted to 0.2% of net assets.

(f) Rounds to less than $1 thousand.

(g) Rate disclosed is the daily yield on April 30, 2023.

(h) Restricted security that is not registered under the Securities Act of 1933..

(i) The following table details the acquisition date and cost of the Fund's restricted securities at April 30, 2023 (amount in thousands):

Security Name				Acquisition Date				Cost
Regulus Therapeutics, Inc.				12/03/2020				$	588

ADR — American Depositary Receipt

PLC — Public Limited Company

See notes to financial statements.

Victory Portfolios III

Statement of Assets and Liabilities
April 30, 2023

(Amounts in Thousands, Except Per Share Amounts)

	Victory Science & Technology Fund
Assets:
Investments, at value (Cost $752,784)	$	979,668	(a)
Foreign currency, at value (Cost $52)		57
Cash		12,359
Receivables:
Interest and dividends		59
Capital shares issued		72
Investments sold		22,972
Reclaims		10
From Adviser		2
Prepaid expenses		7
Total Assets		1,015,206
Liabilities:
Payables:
Collateral received on loaned securities		6,373
Investments purchased		25,411
Capital shares redeemed		482
Accrued expenses and other payables:
Investment advisory fees		536
Administration fees		122
Custodian fees		14
Transfer agent fees		89
Compliance fees		1
Trustees' fees		—	(b)
12b-1 fees		5
Other accrued expenses		104
Total Liabilities		33,137
Net Assets:
Capital		921,708
Total accumulated earnings/(loss)		60,361
Net Assets	$	982,069
Net Assets
Fund Shares	$	935,858
Class A		46,211
Total	$	982,069
Shares (unlimited number of shares authorized with no par value):
Fund Shares		49,214
Class A		2,585
Total		51,799
Net asset value, offering and redemption price per share: (c)
Fund Shares	$	19.02
Class A		17.88
Maximum Sales Charge — Class A		5.75	%
Maximum offering price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share — Class A	$	18.97

(a) Includes $5,786 thousand of securities on loan.

(b) Rounds to less than $1 thousand.

See notes to financial statements.

Victory Portfolios III

Statements of Operations

(Amounts in Thousands)

	Victory Science & Technology Fund
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022
Investment Income:
Dividends	$	2,083		$	3,881
Interest		286			17
Securities lending (net of fees)		185			1,006
Foreign tax withholding		(12	)		(15	)
Total Income		2,542			4,889
Expenses:
Investment advisory fees		4,944			10,767
Administration fees — Fund Shares		1,074			2,226
Administration fees — Class A		55			122
Sub-Administration fees		30			40
12b-1 fees — Class A		92			203
Custodian fees		62			101
Transfer agent fees — Fund Shares		818			1,192
Transfer agent fees — Class A		37			81
Trustees' fees		35			49
Compliance fees		7			12
Legal and audit fees		73			68
State registration and filing fees		44			64
Interfund lending fees		6			—	(b)
Other expenses		135			176
Recoupment of prior expenses waived/reimbursed by Adviser		—	(b)		—
Total Expenses		7,412			15,101
Expenses waived/reimbursed by Adviser		(30	)		—
Net Expenses		7,382			15,101
Net Investment Income (Loss)		(4,840	)		(10,212	)
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities and foreign currency transactions		(53,449	)		(89,350	)
Net change in unrealized appreciation/depreciation on investment securities and foreign currency translations		6,800			(608,567	)
Net realized/unrealized gains (losses) on investments		(46,649	)		(697,917	)
Change in net assets resulting from operations	$	(51,489	)	$	(708,129	)

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Rounds to less than $1 thousand.

See notes to financial statements.

Victory Portfolios III

Statements of Changes in Net Assets

(Amounts in Thousands)

	Victory Science & Technology Fund
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021
From Investments:
Operations:
Net Investment Income (Loss)	$	(4,840	)	$	(10,212	)	$	(15,178	)
Net realized gains (losses)		(53,449	)		(89,350	)		319,204
Net change in unrealized appreciation/depreciation		6,800			(608,567	)		234,446
Change in net assets resulting from operations		(51,489	)		(708,129	)		538,472
Distributions to Shareholders:
Fund Shares		—			(232,742	)		(99,547	)
Class A		—			(13,315	)		(6,058	)
Change in net assets resulting from distributions to shareholders		—			(246,057	)		(105,605	)
Change in net assets resulting from capital transactions		(89,808	)		44,830			(53,180	)
Change in net assets		(141,297	)		(909,356	)		379,687
Net Assets:
Beginning of period		1,123,366			2,032,722			1,653,035
End of period	$	982,069		$	1,123,366		$	2,032,722
Capital Transactions:
Fund Shares
Proceeds from shares issued	$	31,417		$	82,344		$	175,554
Distributions reinvested		—			228,857			98,069
Cost of shares redeemed		(113,850	)		(263,314	)		(318,929	)
Total Fund Shares	$	(82,433	)	$	47,887		$	(45,306	)
Class A
Proceeds from shares issued	$	600		$	2,968		$	6,285
Distributions reinvested		—			12,974			5,892
Cost of shares redeemed		(7,975	)		(18,999	)		(20,051	)
Total Class A	$	(7,375	)	$	(3,057	)	$	(7,874	)
Change in net assets resulting from capital transactions	$	(89,808	)	$	44,830		$	(53,180	)
Share Transactions:
Fund Shares
Issued		1,688			3,009			4,999
Reinvested		—			7,988			2,803
Redeemed		(6,162	)		(9,756	)		(9,252	)
Total Fund Shares		(4,474	)		1,241			(1,450	)
Class A
Issued		34			113			193
Reinvested		—			480			176
Redeemed		(459	)		(710	)		(628	)
Total Class A		(425	)		(117	)		(259	)
Change in Shares		(4,899	)		1,124			(1,709	)

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

See notes to financial statements.

Victory Portfolios III

Financial Highlights

For a Share Outstanding Throughout Each Period

	Victory Science & Technology Fund
	Fund Shares
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021			Year Ended July 31, 2020			Year Ended July 31, 2019			Year Ended July 31, 2018
Net Asset Value, Beginning of Period	$	19.87		$	36.68		$	28.93		$	28.39		$	29.19		$	26.89
Investment Activities:
Net investment income (loss)		(0.09	)(b)		(0.17	)(b)		(0.26	)(b)		(0.17	)(b)		0.01			—	(c)
Net realized and unrealized gains (losses)		(0.76	)		(12.03	)		9.92			7.26			2.83			4.50
Total from Investment Activities		(0.85	)		(12.20	)		9.66			7.09			2.84			4.50
Distributions to Shareholders from:
Net realized gains		—			(4.61	)		(1.91	)		(6.55	)		(3.64	)		(2.20	)
Total Distributions		—			(4.61	)		(1.91	)		(6.55	)		(3.64	)		(2.20	)
Net Asset Value, End of Period	$	19.02		$	19.87		$	36.68		$	28.93		$	28.39		$	29.19
Total Return (d) (e)		(4.33	)%		(37.07	)%		33.71	%		30.85	%		12.79	%		17.55	%
Ratios to Average Net Assets:
Net Expenses (f) (g) (h) (i)		0.97	%		0.95	%		0.99	%		1.04	%		1.02	%(j)		1.04	%(j)
Net Investment Income (Loss) (f)		(0.63	)%		(0.64	)%		(0.76	)%		(0.66	)%		(0.39	)%		(0.31	)%
Gross Expenses (f) (g)		0.97	%		0.95	%		0.99	%		1.04	%		1.02	%(j)		1.04	%(j)
Supplemental Data:
Net Assets at end of period (000's)	$	935,858		$	1,067,016		$	1,923,477		$	1,559,222		$	1,383,956		$	1,328,080
Portfolio Turnover (d) (k)		56	%		46	%		43	%		44	%		109	%(l)		56	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(d) Not annualized for periods less than one year.

(f) Annualized for periods less than one year.

(g) Does not include acquired fund fees and expenses, if any.

(h) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through November 30, 2023, instead of coinciding with the Fund's fiscal year end.

(j) Reflects total annual operating expenses of the shares before reductions of any expenses paid indirectly. The expenses paid indirectly decreased the expense ratio by less than 0.01%.

(k) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(l) Reflects increased trading activity due to current year transition or asset allocation shift.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Victory Science & Technology Fund
	Class A
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021			Year Ended July 31, 2020			Year Ended July 31, 2019			Year Ended July 31, 2018
Net Asset Value, Beginning of Period	$	18.72		$	34.93		$	27.71		$	27.53		$	28.49		$	26.36
Investment Activities:
Net investment income (loss)		(0.12	)(b)		(0.24	)(b)		(0.35	)(b)		(0.23	)(b)		(0.07	)		(0.08	)
Net realized and unrealized gains (losses)		(0.72	)		(11.36	)		9.48			6.96			2.75			4.41
Total from Investment Activities		(0.84	)		(11.60	)		9.13			6.73			2.68			4.33
Distributions to Shareholders from:
Net realized gains		—			(4.61	)		(1.91	)		(6.55	)		(3.64	)		(2.20	)
Total Distributions		—			(4.61	)		(1.91	)		(6.55	)		(3.64	)		(2.20	)
Net Asset Value, End of Period	$	17.88		$	18.72		$	34.93		$	27.71		$	27.53		$	28.49
Total Return (excludes sales charges) (c) (d)		(4.49	)%		(37.26	)%		33.27	%		30.47	%		12.52	%		17.24	%
Ratios to Average Net Assets:
Net Expenses (e) (f) (g) (h)		1.24	%		1.24	%		1.30	%		1.33	%		1.29	%(i)(j)		1.31	%(i)(k)
Net Investment Income (Loss) (e)		(0.90	)%		(0.93	)%		(1.07	)%		(0.94	)%		(0.65	)%		(0.57	)%
Gross Expenses (e) (f)		1.25	%		1.24	%		1.30	%		1.33	%		1.29	%(i)		1.31	%(i)
Supplemental Data:
Net Assets at end of period (000's)	$	46,211		$	56,350		$	109,245		$	93,813		$	104,773		$	115,229
Portfolio Turnover (c) (l)		56	%		46	%		43	%		44	%		109	%(m)		56	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(e) Annualized for periods less than one year.

(f) Does not include acquired fund fees and expenses, if any.

(g) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through November 30, 2023, instead of coinciding with the Fund's fiscal year end.

(i) Reflects total annual operating expenses of the shares before reductions of any expenses paid indirectly. The expenses paid indirectly decreased the expense ratio by less than 0.01%.

(j) Prior to December 1, 2018, USAA Asset Management Company ("AMCO") (previous Investment Adviser) voluntarily agreed to limit the annual expenses of Class A to 1.35% of the Class A average daily net assets.

(k) Prior to December 1, 2017, AMCO voluntarily agreed to limit the annual expenses of Class A to 1.35% of the Class A average daily net assets.

(l) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(m) Reflects increased trading activity due to current year transition or asset allocation shift.

See notes to financial statements.

Victory Portfolios III

Notes to Financial Statements
April 30, 2023

1. Organization:

The accompanying financial statements are those of the Victory Science & Technology Fund (formerly USAA Science & Technology Fund) (the "Fund"). The Fund offers two classes of shares: Fund Shares and Class A. The Fund is classified as diversified under the 1940 Act.

2. Significant Accounting Policies:

Investment Valuation:

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:

• Level 1 — quoted prices (unadjusted) in active markets for identical securities

• Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, or credit spreads, applicable to those securities, etc.)

• Level 3 — significant unobservable inputs (including the Adviser's assumptions in determining the fair value of investments)

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Investments in open-end investment companies, other than ETFs, are valued at their net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.

	Level 1		Level 2		Level 3			Total
Common Stocks	$	954,470	$	18,804	$	—		$	973,274
Rights		—		—		—	(a)		—	(a)
Warrants		21		—		—			21
Collateral for Securities Loaned		6,373		—		—			6,373
Total	$	960,864	$	18,804	$	—	(a)	$	979,668

(a) Rounds to less than $1 thousand.

As of April 30, 2023, there were no transfers into/out of Level 3.

Investment Companies:

Open-End Funds:

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Foreign Exchange Currency Contracts:

Investment Transactions and Related Income:

Securities Lending:

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or repledged, except to satisfy borrower default.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of April 30, 2023.

Value of Securities on Loan				Non-Cash Collateral				Cash Collateral
$	5,786			$	—			$	6,373

Foreign Currency Translations:

Foreign Taxes:

Federal Income Taxes:

The Fund intends to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund had a tax year end of July 31, and effective April 30, 2023, the Fund changed its tax year end to April 30.

Allocations:

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Cross-Trade Transactions:

Pursuant to Rule 17a-7 under the 1940 Act, the Fund may engage in cross-trades, which are securities transactions with affiliated investment companies and advisory accounts managed by the Adviser and any applicable sub-adviser under specified conditions outlined in the valuation policies and procedures adopted by the Board. In addition, as defined under the valuation policies and procedures, each transaction must be effected at the independent current market price. For the nine months ended April 30, 2023, the Fund did not engage in transactions with affiliated funds.

For the year ended July 31, 2022, the Fund engaged in the following securities transactions with affiliated funds, which resulted in the following net realized gains (losses) (amounts in thousands):

Purchases				Sales				Net Realized Gains (Losses)
$	13			$	—			$	—

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the nine months ended April 30, 2023, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities
Purchases		Sales
$	554,271	$	646,442

4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.75% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Investment advisory fees.

The performance adjustment for each share class is accrued daily and calculated monthly by comparing the respective class' performance to that of the Lipper Science & Technology Funds Index. The Lipper Science & Technology Funds Index tracks the total return performance of the largest funds within the Lipper Science & Technology Funds category.

The performance period for each share class consists of the current month plus the previous 35 months. The following table is utilized to determine the extent of the performance adjustment:

Over/Under Performance Relative to Index (in basis points)^(a)		Annual Adjustment Rate (in basis points)
	+/- 100 to 400		+/- 4
	+/- 401 to 700		+/- 5
	+/- 701 and greater		+/- 6

(a) Based on the difference between the average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Under the performance fee arrangement, each class pays a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper Science & Technology Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period August 1, 2022, to April 30, 2023, performance adjustments were $(663) and $(38) for Fund Shares and Class A, in thousands, respectively. Performance adjustments were (0.09)% and (0.10)% for Fund Shares and Class A, respectively. For the period August 1, 2021, to July 31, 2022, performance adjustments were $(918) and $(56) for Fund Shares and Class A, in thousands, respectively. Performance adjustments were (0.06)% and (0.07)% for Fund Shares and Class A, respectively. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

VCM entered into a Subadvisory Agreement with Wellington Management Company LLP ("Wellington Management"), under which Wellington directs the investment and reinvestment of a portion of the Fund's assets (as allocated from time to time by VCM). This arrangement provides for monthly fees that are paid by VCM. VCM (not the Fund) pays the subadviser fees.

Administration and Servicing Fees:

VCM also serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15% and 0.15%, which is based on the Fund's average daily net assets of the Fund Shares and Class A, respectively. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Administration fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Fund reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Sub-Administration fees.

The Fund (as part of the Trust) has entered into an agreement with the Adviser to provide compliance services, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration, and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. The funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Compliance fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser, provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual charge of $23 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent fees for the Class A are paid monthly based on a fee accrued daily at an annualized rate of 0.10% of average daily net assets, plus out-of-pocket expenses. Amounts incurred

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

and paid to VCTA for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Transfer agent fees.

Distributor/Underwriting Services:

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% of the average daily net assets of Class A. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activity primarily intended to result in the sale of Class A. Amounts incurred and paid to the Distributor for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as 12b-1 fees.

Other Fees:

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least November 30, 2023. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limits for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Performance adjustments, acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of April 30, 2023, the expense limits (excluding voluntary waivers) were 1.06%, and 1.34% for Fund Shares and Class A, respectively.

Expires 2026				Total
$	30			$	30

As of July 31, 2022, there were no amounts available to be repaid to the Adviser.

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

available to be recouped at a future time. There were no voluntary waivers or reimbursements for the nine months ended April 30, 2023, and the year ended July 31, 2022.

5. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Sector Risk — A mutual fund portfolio consisting of investments related to the fields of science and technology is likely to be more volatile than a portfolio that is more widely diversified in other economic sectors. There is a possibility that the Fund's investments in companies whose values are highly dependent on scientific and technological developments may be more volatile because of the short life cycles and competitive pressures of many of the products or services of these companies. Because of the competitiveness and rapid changes in the fields of science and technology, many of the companies in the Fund's portfolio are subject to distinctive risks. The products and services of these companies may not be economically successful or may quickly become outdated. Additionally, many of these companies must comply with significant governmental regulations and may need governmental approval of their products and services.

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, terrorism, trade disputes, inflation rates, interest rate levels and other fiscal and monetary policy changes, cybersecurity incidents, pandemics and other public health crises, sanctions against a particular foreign country, its nationals, businesses or industries and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, or other catastrophes, may add to instability in global economies and markets generally, and may lead to increased market volatility. Global economies and financial markets are highly interconnected, which increases the possibility that conditions in one country or region might adversely affect issuers in another country or region. The impact of these and other factors may be short-term or may last for extended periods.

6. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the nine months ended April 30, 2023, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from August 1, 2021, through June 27, 2022, interest was based on the one-month London Interbank Offered Rate ("LIBOR") plus one percent. For the period June 28, 2022, through April 30, 2023, interest was based on the one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent. The Fund did not experience a material financial impact transitioning from LIBOR to SOFR. Effective with the next amendment on

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

The Fund had no borrowings under the Line of Credit agreement during the nine months ended April 30, 2023, and the year ended July 31, 2022.

Interfund Lending:

The Trust and the Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other fund in the Victory Funds Complex that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending.

The average borrowing or lending for the days outstanding and average interest rate for the Fund during the nine months ended April 30, 2023, were as follows (amounts in thousands):

Borrower or Lender				Amount Outstanding at April 30, 2023				Average Borrowing*				Average Interest Rate*				Maximum Borrowing During the Period
Borrower				$	—			$	1,278				4.42	%		$	1,950

* Based on the number of days borrowings were outstanding for the nine months ended April 30, 2023.

The average borrowing or lending for the days outstanding and average interest rate for the Fund during the year ended July 31, 2022, were as follows (amounts in thousands):

Borrower or Lender				Amount Outstanding at July 31, 2022				Average Borrowing*				Average Interest Rate*				Maximum Borrowing During the Period
Borrower				$	—			$	2,067				1.60	%		$	2,967

* Based on the number of days borrowings were outstanding for the year ended July 31, 2022.

7. Federal Income Tax Information:

The Fund intends to distribute any net investment income annually. Distributable net realized gains, if any, are declared and paid at least annually.

The amounts of dividends from net investment income and distributions from net realized gains (collectively, distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

As of April 30, 2023, on the Statement of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows (amounts in thousands):

Total Accumulated Earnings/(Loss)				Capital
$	7,178			$	(7,178	)

There were no distributions for the four months ended April 30, 2023.

Year Ended July 31, 2022						Year Ended July 31, 2021
Distributions Paid From						Distributions Paid From
Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid		Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid
$	31,811	$	214,246	$	246,057	$	9,229	$	96,376	$	105,605

As of April 30, 2023, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Other Earnings (Loss)				Qualified Late-Year Losses*				Accumulated Capital and Other Losses				Unrealized Appreciation (Depreciation)**				Total Accumulated Earnings (Loss)
$	5			$	(2,260	)		$	(155,943	)		$	218,559			$	60,361

** The difference between the book-basis and tax-basis of unrealized appreciation (depreciation) is attributable to the tax deferral of losses on wash sales and passive foreign investment company adjustments.

Short-Term Amount				Long-Term Amount				Total
$	155,943			$	—			$	155,943

Cost of Investments for Federal Tax Purposes				Gross Unrealized Appreciation				Gross Unrealized Depreciation				Net Unrealized Appreciation (Depreciation)
$	761,109			$	300,174			$	(81,615	)		$	218,559

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of Victory Science & Technology Fund (Formerly USAA Science & Technology Fund)

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Victory Science & Technology Fund (formerly USAA Science & Technology Fund) (the "Fund") (one of the funds constituting Victory Portfolios III (formerly USAA Mutual Funds Trust) (the "Trust")), including the schedule of portfolio investments as of April 30, 2023, and the related statements of operations for the period from August 1, 2022 through April 30, 2023 and the year ended July 31, 2022, the statements of changes in net assets for the period from August 1, 2022 through April 30, 2023 and each of the two years in the period ended July 31, 2022, the financial highlights for the period from August 1, 2022 through April 30, 2023 and each of the five years in the period ended July 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting Victory Portfolios III) at April 30, 2023, the results of its operations for the period from August 1, 2022 through April 30, 2023 and the year ended July 31, 2022, the changes in its net assets for the period from August 1, 2022 through April 30, 2023 and each of the two years in the period ended July 31, 2022, and its financial highlights for the period from August 1, 2022 through April 30, 2023 and each of the five years in the period ended July 31, 2022, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2023, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
June 28, 2023

Victory Portfolios III

Supplemental Information
April 30, 2023

(Unaudited)

Trustee and Officer Information

Board of Trustees:

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Independent Trustees

Jefferson C. Boyce
(September 1957)

Independent Chair

Trustee since September 2013, Independent Chair since January 2021

Retired.

Westhab, Inc., New York Theological Seminary, American Filtration Corp.

Dawn M. Hawley
(February 1954)

Trustee

Trustee since April 2014

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Daniel S. McNamara
(June 1966)

Trustee

Trustee since January 2012

None

Paul L. McNamara
(July 1948)

Trustee

Trustee since January 2012

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Richard Y. Newton, III (January 1956)

Trustee

Trustee since March 2017

Terran Orbital Corp., American Made Filtration Corp.

Barbara B. Ostdiek, Ph.D.
(March 1964)

Trustee

Trustee since January 2008

None

John C. Walters
(February 1962)

Trustee

Trustee since July 2019

Retired.

Guardian Variable Products Trust (16 series)

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Fund

Term of
Office and
Length of
Time Served

Principal Occupation(s) Held
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Interested Trustee

David C. Brown
(May 1972)

Trustee

Trustee since July 2019

45 portfolios within the Trust; 40 portfolios within the Victory Portfolios, 25 series within the Victory Portfolios II, and 6 series within the Victory Variable Insurance Funds

None

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Officers of the Trust

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

James K. De Vries
(April 1969)

President

March 2018*

Scott Stahorsky
(July 1969)

Vice President

July 2019

Thomas Dusenberry
(July 1977)

Secretary

June 2022

Allan Shaer,
(March 1965)

Treasurer

July 2019*

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

Christopher Ponte,
(March 1984)

Assistant Treasurer

May 2023

Carol D. Trevino
(October 1965)

Assistant Treasurer

September
2018

Director, Financial Reporting, Fund Administration (5/1/23-present); Director, Accounting and Finance, the Adviser (7/1/19-4/30/23); Accounting/Financial Director, USAA (12/13-6/30/19). Ms. Trevino also serves as Assistant Treasurer of Victory Portfolios, Victory Portfolios II, and Victory Variable Insurance Funds (2/28/23-present).

Charles Booth
(April 1960)

Anti-Money Laundering Compliance Officer and Identity Theft Officer

July 2019

Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (2007-present).

Sean Fox
(September 1976)

Chief Compliance Officer

June 2022

* Effective May 1, 2023, Mr. De Vries resigned as Treasurer and accepted the position of President, and Mr. Shaer resigned as Assistant Treasurer and accepted the position of Treasurer.

Effective May 1, 2023, Christopher Dyer resigned as the President of the Trust.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent 12 months ended June 30 is available on the SEC's website at sec.gov.

Availability of Schedules of Portfolio Investments:

Expense Examples

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from November 1, 2022, through April 30, 2023.

	Beginning Account Value 11/1/22		Actual Ending Account Value 4/30/23		Hypothetical Ending Account Value 4/30/23		Actual Expenses Paid During Period 11/1/22- 4/30/23*		Hypothetical Expenses Paid During Period 11/1/22- 4/30/23*		Annualized Expense Ratio During Period 11/1/22- 4/30/23
Fund Shares	$	1,000.00	$	1,079.50	$	1,020.03	$	4.95	$	4.81		0.96	%
Class A		1,000.00		1,077.80		1,018.70		6.34		6.16		1.23	%

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

Victory Science & Technology Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of Victory Portfolios III Trust (the "Trust") held on December 8-9, 2022, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") and the Subadvisory Agreement between the Adviser and Wellington Management Company LLP (the "Subadviser") with respect to the Fund. Prior to the December 8-9, 2022 meeting at which the Advisory Agreement and Subadvisory Agreement were approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement and Subadvisory Agreement at a meeting held on November 21, 2022.

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser and the Subadviser. At the meeting at which the renewal of the Advisory Agreement and Subadvisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser and the Subadviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement and Subadvisory Agreement included information previously received at such meetings. The Board also recognized that the contractual arrangements for the Fund have been reviewed by the Board and discussed with the Adviser in prior years and that the Board's conclusions may be based, in part, on its consideration of these same arrangements in prior years.

Advisory Agreement

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management program, (iv) derivatives risk management program, and (v) cybersecurity programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The Board considered the Adviser's process for monitoring the performance of the Subadviser and the Adviser's timeliness in responding to performance issues. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's net management fee rate — which includes advisory and administrative services and the effects of any performance adjustment was above the median of its expense group and below the median of its expense universe. The data indicated that the Fund's total expenses were above the medians of its expense group and its expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund. The Board also took into account that the subadvisory fees under the Subadvisory Agreement are paid by the Adviser. The Board also considered and discussed information about the Subadviser's fees, including the amount of management fees retained by the Adviser after payment of the subadvisory fees.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

channel of distribution. This comparison indicated that, among other data, the Fund's performance was below the average of its performance universe and its Lipper index for the one-, three-, five- and ten-year periods ended June 30, 2022. The Board took into account management's discussion of the Fund's performance, including the reasons for the Fund's underperformance.

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees noted that the Adviser pays the Fund's subadvisory fees. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale. The Board took into account management's discussion of the current advisory fee structure. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board considered the fact that the Adviser also pays the Fund's subadvisory fees. The Board also considered the effect of the change in size, if any, of each of the Fund's classes on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices and the Adviser is appropriately monitoring the Fund's performance; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and its affiliates and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.

Subadvisory Agreement

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Nature, Extent, and Quality of Services Provided; Investment Personnel — The Trustees considered information provided to them regarding the services provided by the Subadviser, including information presented periodically throughout the previous year. The Board considered the Subadviser's level of knowledge and investment style. The Board reviewed the experience and credentials of the investment personnel who are responsible for managing the investment of portfolio securities with respect to the Fund and the Subadviser's level of staffing. The Trustees considered, based on the materials provided to them by the Subadviser, whether the method of compensating portfolio managers is reasonable and includes mechanisms to prevent a manager with underperformance from taking undue risks. The Trustees also noted the Subadviser's brokerage practices. The Board also considered the Subadviser's regulatory and compliance history. The Board also took into account the Subadviser's risk management processes. The Board noted that the Adviser's monitoring processes of the Subadviser include: (i) regular telephonic meetings to discuss, among other matters, investment strategies, and to review portfolio performance; (ii) quarterly portfolio compliance checklists and quarterly compliance certifications to the Board; and (iii) due diligence visits to the Subadviser.

Conclusions — The Board reached the following conclusions regarding the Subadvisory Agreement: (i) the Subadviser is qualified to manage the Fund's assets in accordance with its investment objectives and policies; (ii) the Subadviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and relevant indices and the Adviser is appropriately monitoring the Fund's performance; and (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser and the Subadviser. Based on its conclusions, the Board determined that approval of the Subadvisory Agreement with respect to the Fund would be in the best interests of the Fund and its shareholders.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Liquidity Risk Management Program:

The Victory Portfolio III Funds (the "Trust") have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage the Fund's liquidity risk, taking into consideration the Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short- and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The Trust's Board of Trustees approved the appointment of the Fund's investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.

At a meeting held on March 10, 2023, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-RN (prior to August 2022, Form N-LIQUID) and recommended no material changes to the LRMP.

Privacy Policy

Protecting the Privacy of Information

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic, and procedural safeguards to guard your personal information.*

P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our website at:				Call
vcm.com				(800) 235-8396

31712-0723

April 30, 2023

Annual Report

Victory Small Cap Stock Fund

(Formerly USAA^® Small Cap Stock Fund)

vcm.com

News, Information And Education 24 Hours A Day, 7 Days A Week

• Detailed performance records

• Daily share prices

• The latest fund news

• Investment resources to help you become a better investor

• A section dedicated to investment professionals

Victory Portfolios III

TABLE OF CONTENTS

Shareholder Letter (Unaudited)					2
Manager's Commentary (Unaudited)					4
Investment Overview (Unaudited)					6
Investment Objective & Portfolio Holdings (Unaudited)					7
Schedule of Portfolio Investments					8
Financial Statements
Statement of Assets and Liabilities					20
Statements of Operations					21
Statements of Changes in Net Assets					22
Financial Highlights					23
Notes to Financial Statements					25
Report of Independent Registered Public Accounting Firm					36
Supplemental Information (Unaudited)					37
Trustee and Officer Information					37
Proxy Voting and Portfolio Holdings Information					43
Expense Examples					43
Additional Federal Income Tax Information					44
Advisory Contract Approval					45
Liquidity Risk Management Program					49
Privacy Policy (inside back cover)

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

For more specific information, please consult your tax adviser.

• NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE

(Unaudited)

Dear Shareholder,

If you are reading this letter but double-checking your calendar, be assured there's no mistake. The annual reporting period for your Victory Mutual Fund (formerly USAA^® Mutual Fund) has shifted from a fiscal year ended July 31^st to a fiscal year ended April 30^th. This change has no impact on any of your investments and simply aims to help us improve efficiencies and reduce operational costs. Therefore, this letter covers an abbreviated "annual" period from August 1, 2022, through April 30, 2023. Future annual reports will cover the 12-month period ended April 30 going forward.

From all of us here at Victory Capital, thank you for your ongoing confidence and for letting us help you work toward your investment goals.

James De Vries

President,
Victory Funds

Victory Small Cap Stock Fund

Managers' Commentary
(Unaudited)

• What were the market conditions during the reporting period?

The reporting period began with a rally that continued into mid-August, on hopes that the U.S. Federal Reserve (the "Fed") would pivot toward a more accommodative policy. However, messaging from Fed Chairman, Jerome Powell, and a stronger-than-expected inflation report in early September dampened investor optimism over the central bank's trajectory and the odds of avoiding recession. The Fed went on to hike rates aggressively by 75 basis points ("bps") twice during the quarter, bringing the benchmark Fed funds rate target to a range of 3.0% to 3.25%, as compared to 0% to 0.25% at the beginning of the year. (A basis point is 1/100^th of a percentage point.) For its part, the European Central Bank raised its reference rate by 50 bps in July, followed by another 75 bps in September. Other factors that weighed on sentiment during the quarter included the ongoing Russia-Ukraine war, an energy crisis in Europe, and the resumption of COVID-19 lockdowns in China.

Victory Small Cap Stock Fund

Managers' Commentary (continued)

• How did the Victory Small Cap Stock Fund (the "Fund") perform during the reporting period?

The Fund has two share classes: Fund Shares and Institutional Shares. The Fund's fiscal year-end changed this year to April 30 from July 31, resulting in a shorter reporting period for fiscal year ended 2023. For the nine-month reporting period ended April 30, 2023, the Fund Shares and Institutional Shares had total returns (at net asset value) of -2.83% and -2.85%, respectively. This compares to returns of -5.08% for the Russell 2000^® Index (the "Index"), -6.18% for the S&P SmallCap 600^® Index, and -3.63% for the Lipper Small-Cap Core Funds Index.

Victory Capital Management Inc. ("VCM") is the Fund's investment adviser. As the investment adviser, VCM employs dedicated resources to support the research, selection, and monitoring of the Fund's subadviser. Granahan Investment Management, Inc., is an external subadviser to the Fund, while RS Investments Value, Integrity Asset Management, and THB Asset Management are VCM investment franchises that each manage portions of the Fund. Primary responsibility for the day-to-day discretionary management of the Fund lies with the subadviser and the investment franchises.

• What strategies did you employ during the reporting period?

For the reporting period, the Fund outperformed the Index as stock selection contributed to performance while sector allocation detracted from performance versus the Index. Stock selection in industrials was a positive contributor while stock selection in health care was a negative contributor. An underweight to real estate helped performance while an underweight to energy hurt performance.

Thank you for allowing us to assist you with your investment needs.

Victory Small Cap Stock Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended April 30, 2023

Fund Shares

Institutional Shares

INCEPTION DATE

8/2/99

8/1/08

Net Asset Value

Russell 2000^®
Index¹

S&P SmallCap 600 Index²

Lipper Small-Cap
Core Funds
Index³

One Year

–1.74

–1.71

–3.65

–3.84

–2.10

Five Year

6.34

6.42

4.15

5.48

5.69

Ten Year

8.17

8.29

7.88

9.59

8.40

Victory Small Cap Stock Fund — Growth of $10,000

¹The unmanaged Russell 2000^® Index measures the performance of the small-cap segment of the U.S. equity universe. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²The unmanaged S&P SmallCap 600 Index is a market-value-weighted index consisting of 600 domestic stocks chosen for market size, liquidity, and industry group representation. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

³The unmanaged Lipper Small-Cap Core Funds Index tracks the total return performance of funds within the Lipper Small-Cap Core Funds category. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Victory Portfolios III
Victory Small Cap Stock Fund

April 30, 2023

(Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks long-term growth of capital.

Top 10 Equity Holdings*:

April 30, 2023

(% of Net Assets)

UFP Industries, Inc.	0.8	%
CorVel Corp.	0.8	%
RBC Bearings, Inc.	0.8	%
Diodes, Inc.	0.7	%
Perficient, Inc.	0.7	%
Integer Holdings Corp.	0.7	%
EMCOR Group, Inc.	0.7	%
Topgolf Callaway Brands Corp.	0.7	%
Stifel Financial Corp.	0.7	%
Magnite, Inc.	0.6	%

Sector Allocation*:

April 30, 2023

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Victory Portfolios III
Victory Small Cap Stock Fund

Schedule of Portfolio Investments
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (98.2%)
Communication Services (2.5%):
Cargurus, Inc. (a)		63,262	$	1,040
Chicken Soup For The Soul Entertainment, Inc. (a) (b)		126,550		225
Cian PLC, ADR (a) (c)		914		—	(d)
Cinemark Holdings, Inc. (a)		159,500		2,692
Cogent Communications Holdings, Inc.		26,364		1,820
Gray Television, Inc.		51,677		399
IDT Corp. Class B (a)		28,366		942
Iridium Communications, Inc.		18,515		1,175
Lions Gate Entertainment Corp. Class B (a)		109,500		1,169
Madison Square Garden Sports Corp.		11,960		2,398
Magnite, Inc. (a)		618,098		5,810
Shutterstock, Inc.		23,929		1,603
TechTarget, Inc. (a)		33,123		1,129
Thryv Holdings, Inc. (a)		61,704		1,386
United States Cellular Corp. (a)		32,735		695
ZipRecruiter, Inc. (a)		44,966		762
				23,245
Consumer Discretionary (11.1%):
Acushnet Holdings Corp.		61,279		3,072
Adient PLC (a)		17,600		650
Asbury Automotive Group, Inc. (a)		13,706		2,652
Big 5 Sporting Goods Corp. (b)		95,803		755
BJ's Restaurants, Inc. (a)		135,044		4,394
Bloomin' Brands, Inc. (b)		97,980		2,427
Brinker International, Inc. (a)		36,500		1,457
Brunswick Corp.		57,725		4,895
Century Communities, Inc.		35,000		2,357
Columbia Sportswear Co.		15,750		1,316
Dave & Buster's Entertainment, Inc. (a)		25,958		920
Dillard's, Inc. Class A		2,348		701
Etsy, Inc. (a)		9,107		920
First Watch Restaurant Group, Inc. (a)		22,022		354
Foot Locker, Inc.		77,896		3,271
Fox Factory Holding Corp. (a)		24,948		2,766
Frontdoor, Inc. (a)		42,095		1,152
Genius Sports Ltd. (a)		114,063		423
Gentherm, Inc. (a)		52,406		3,126
G-III Apparel Group Ltd. (a)		64,461		1,012
Group 1 Automotive, Inc.		7,895		1,772
Hibbett, Inc.		15,259		829
Installed Building Products, Inc.		15,590		1,937
Kontoor Brands, Inc.		28,561		1,290
Light & Wonder, Inc. (a)		55,150		3,325
Lithia Motors, Inc.		3,209		709
Macy's, Inc.		79,000		1,291
MarineMax, Inc. (a)		40,272		1,173
Marriott Vacations Worldwide Corp.		10,800		1,453

See notes to financial statements.

Victory Portfolios III
Victory Small Cap Stock Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Meritage Homes Corp.		22,500	$	2,881
Modine Manufacturing Co. (a)		51,070		1,068
Murphy USA, Inc.		5,727		1,576
Perdoceo Education Corp. (a)		88,648		1,151
Portillo's, Inc. Class A (a)		97,975		2,118
PVH Corp.		22,720		1,950
Signet Jewelers Ltd.		39,700		2,921
Smith & Wesson Brands, Inc.		118,877		1,429
Sonic Automotive, Inc. Class A		28,836		1,284
Sonos, Inc. (a)		215,066		4,546
Steven Madden Ltd.		45,300		1,587
Stoneridge, Inc. (a)		27,948		526
Taylor Morrison Home Corp. (a)		65,157		2,808
The Lovesac Co. (a)		17,510		460
The Wendy's Co.		93,620		2,069
Thor Industries, Inc.		36,858		2,913
ThredUp, Inc. Class A (a) (b)		186,123		491
Topgolf Callaway Brands Corp. (a)		286,096		6,343
Tri Pointe Homes, Inc. (a)		118,233		3,391
Under Armour, Inc. Class C (a)		170,020		1,367
Upbound Group, Inc.		53,955		1,438
Visteon Corp. (a)		14,690		2,062
W.W. International, Inc. (a)		64,047		535
Winnebago Industries, Inc.		20,602		1,198
YETI Holdings, Inc. (a)		32,397		1,278
				101,789
Consumer Staples (2.5%):
Central Garden & Pet Co. Class A (a)		29,849		1,055
Edgewell Personal Care Co.		29,227		1,276
Grocery Outlet Holding Corp. (a)		40,050		1,193
Herbalife Ltd. (a)		42,237		628
Ingles Markets, Inc. Class A		15,478		1,425
Medifast, Inc.		10,734		984
MGP Ingredients, Inc.		11,247		1,110
National Beverage Corp. (a)		11,031		548
Nomad Foods Ltd. (a)		127,360		2,394
Sprouts Farmers Market, Inc. (a)		32,790		1,136
The Andersons, Inc.		33,150		1,482
The Beauty Health Co. (a)		109,113		1,250
The Simply Good Foods Co. (a)		37,400		1,360
The Vita Coco Co., Inc. (a) (b)		71,348		1,545
U.S. Foods Holding Corp. (a)		61,320		2,355
USANA Health Sciences, Inc. (a)		21,290		1,413
Vector Group Ltd.		138,107		1,759
				22,913
Energy (5.4%):
Arch Resources, Inc.		7,599		929
Atlas Energy Solutions, Inc. Class A (a)		100,160		1,807
Cactus, Inc. Class A		61,057		2,472

See notes to financial statements.

Victory Portfolios III
Victory Small Cap Stock Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
California Resources Corp.		25,190	$	1,020
Chord Energy Corp.		14,700		2,092
Civitas Resources, Inc.		56,210		3,881
CONSOL Energy, Inc.		29,236		1,735	��
Crescent Energy Co. Class A (b)		100,048		1,162
CVR Energy, Inc.		27,597		727
DHT Holdings, Inc.		77,559		736
Diamond Offshore Drilling, Inc. (a)		153,400		1,762
Dorian LPG Ltd.		51,699		1,149
Expro Group Holdings NV (a)		231,827		4,611
Green Plains, Inc. (a)		108,992		3,724
Gulfport Energy Corp. (a)		12,140		1,098
International Seaways, Inc.		50,696		2,019
Magnolia Oil & Gas Corp. Class A		59,498		1,257
Matador Resources Co.		28,568		1,401
Northern Oil and Gas, Inc.		64,460		2,138
PBF Energy, Inc. Class A		34,157		1,191
PDC Energy, Inc.		14,220		925
Permian Resources Corp.		187,000		1,954
Plains GP Holdings LP Class A		117,680		1,577
RPC, Inc.		540,286		3,993
SM Energy Co.		46,985		1,319
Solaris Oilfield Infrastructure, Inc. Class A		271,695		2,087
Teekay Corp. (a)		216,227		1,222
				49,988
Financials (15.2%):
Ameris Bancorp		51,300		1,719
Arbor Realty Trust, Inc.		56,514		648
Ares Commercial Real Estate Corp.		53,210		458
Artisan Partners Asset Management, Inc. Class A		82,511		2,861
Assured Guaranty Ltd.		22,750		1,226
Atlantic Union Bankshares Corp.		52,700		1,508
Banc of California, Inc.		85,000		965
Bank of Hawaii Corp.		18,207		882
Blackstone Mortgage Trust, Inc. Class A		78,100		1,425
Bread Financial Holdings, Inc.		30,222		834
Cathay General Bancorp		26,785		854
Chimera Investment Corp.		112,309		638
Donnelley Financial Solutions, Inc. (a)		26,998		1,168
Dynex Capital, Inc.		100,000		1,186
Employers Holdings, Inc.		59,892		2,371
Enova International, Inc. (a)		35,904		1,577
Essent Group Ltd.		51,755		2,198
Euronet Worldwide, Inc. (a)		40,278		4,460
EVERTEC, Inc.		165,959		5,757
FB Financial Corp.		44,400		1,307
Federated Hermes, Inc.		92,970		3,848
First Bancorp		249,890		2,936
First Bancorp/Southern Pines NC		33,570		1,033
First Busey Corp.		164,175		2,985

See notes to financial statements.

Victory Portfolios III
Victory Small Cap Stock Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
First Merchants Corp.		52,500	$	1,532
Genworth Financial, Inc. (a)		283,876		1,649
Globe Life, Inc.		27,470		2,981
Goosehead Insurance, Inc. Class A (a)		8,000		460
Hagerty, Inc. Class A (a) (b)		21,540		216
Heartland Financial USA, Inc.		27,882		908
Heritage Financial Corp.		20,473		361
Home BancShares, Inc.		154,494		3,363
Houlihan Lokey, Inc.		31,093		2,841
International Bancshares Corp.		40,659		1,735
James River Group Holdings Ltd.		117,391		2,286
Kemper Corp.		85,992		4,183
Kinsale Capital Group, Inc.		10,219		3,339
Ladder Capital Corp.		123,000		1,150
MGIC Investment Corp.		114,238		1,699
Moelis & Co. Class A		26,019		986
Mr. Cooper Group, Inc. (a)		37,212		1,723
New York Community Bancorp, Inc.		173,865		1,859
New York Mortgage Trust, Inc.		57,371		590
NMI Holdings, Inc. Class A (a)		61,581		1,441
Northwest Bancshares, Inc.		121,000		1,414
OFG Bancorp		113,171		2,894
Pacific Premier Bancorp, Inc.		72,000		1,601
Paysafe Ltd. (a)		37,628		540
PennyMac Financial Services, Inc.		27,610		1,725
Pinnacle Financial Partners, Inc.		23,790		1,290
PJT Partners, Inc. Class A		27,310		1,878
Primerica, Inc.		31,370		5,725
Prosperity Bancshares, Inc.		29,700		1,860
RLI Corp.		24,038		3,342
Safety Insurance Group, Inc.		8,160		596
Selective Insurance Group, Inc.		25,599		2,466
ServisFirst Bancshares, Inc.		24,721		1,248
SouthState Corp.		60,084		4,145
Stewart Information Services Corp.		55,050		2,293
Stifel Financial Corp.		103,622		6,214
StoneCo Ltd. Class A (a)		112,916		1,391
Synovus Financial Corp.		33,682		1,037
Texas Capital Bancshares, Inc. (a)		79,180		3,979
The Bancorp, Inc. (a)		34,371		1,097
The Bank of NT Butterfield & Son Ltd.		38,280		985
The Hanover Insurance Group, Inc.		10,102		1,208
Toast, Inc. Class A (a)		64,032		1,165
UMB Financial Corp.		22,110		1,406
United Community Banks, Inc.		79,200		1,972
Valley National Bancorp		248,120		2,327
Virtus Investment Partners, Inc.		8,565		1,561
White Mountains Insurance Group Ltd.		1,580		2,263
				139,768

See notes to financial statements.

Victory Portfolios III
Victory Small Cap Stock Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Health Care (18.0%):
AbCellera Biologics, Inc. (a)		144,938	$	983
ACADIA Pharmaceuticals, Inc. (a)		55,547		1,185
Akoya Biosciences, Inc. (a)		95,700		666
Alector, Inc. (a)		133,480		881
Alkermes PLC (a)		53,036		1,514
AMN Healthcare Services, Inc. (a)		14,968		1,292
Amneal Pharmaceuticals, Inc. (a)		272,939		527
Apellis Pharmaceuticals, Inc. (a)		23,959		1,999
Arcus Biosciences, Inc. (a)		151,201		2,699
Arrowhead Pharmaceuticals, Inc. (a)		24,849		880
Avanos Medical, Inc. (a)		51,821		1,531
Azenta, Inc. (a)		70,864		3,082
Bausch + Lomb Corp. (a)		94,910		1,657
Beam Therapeutics, Inc. (a)		13,729		422
BioLife Solutions, Inc. (a)		74,182		1,303
Biomerica, Inc. (a)		111,134		148
bluebird bio, Inc. (a)		347,350		1,511
Blueprint Medicines Corp. (a)		35,780		1,827
Brookdale Senior Living, Inc. (a)		221,286		949
CareDx, Inc. (a)		45,392		367
Castle Biosciences, Inc. (a)		106,407		2,408
Catalyst Pharmaceuticals, Inc. (a)		62,425		994
Collegium Pharmaceutical, Inc. (a)		44,980		1,047
Corcept Therapeutics, Inc. (a)		92,957		2,094
CorVel Corp. (a)		37,964		7,670
Cross Country Healthcare, Inc. (a)		39,263		863
CryoPort, Inc. (a)		29,864		628
CytoSorbents Corp. (a)		183,063		448
Definitive Healthcare Corp. (a)		183,433		1,963
Dynavax Technologies Corp. (a)		76,719		799
Eagle Pharmaceuticals, Inc. (a)		14,177		398
Edgewise Therapeutics, Inc. (a)		117,850		1,034
Emergent BioSolutions, Inc. (a)		36,225		320
Encompass Health Corp.		60,240		3,864
Evolent Health, Inc. Class A (a)		60,997		2,221
Figs, Inc. Class A (a)		206,888		1,490
Fulgent Genetics, Inc. (a)		36,489		1,079
Globus Medical, Inc. (a)		23,290		1,354
Haemonetics Corp. (a)		29,694		2,486
Halozyme Therapeutics, Inc. (a)		123,551		3,970
Harmony Biosciences Holdings, Inc. (a)		15,538		501
Health Catalyst, Inc. (a)		98,994		1,247
HealthEquity, Inc. (a)		7,737		414
iCAD, Inc. (a)		138,535		201
ICU Medical, Inc. (a)		5,814		1,100
ImmunoGen, Inc. (a)		141,126		761
Insmed, Inc. (a)		50,600		987
Integer Holdings Corp. (a)		78,757		6,486
Intellia Therapeutics, Inc. (a)		40,566		1,531

See notes to financial statements.

Victory Portfolios III
Victory Small Cap Stock Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Ironwood Pharmaceuticals, Inc. (a)		272,608	$	2,838
iTeos Therapeutics, Inc. (a)		61,884		850
Kezar Life Sciences, Inc. (a)		269,800		656
Kiniksa Pharmaceuticals Ltd. Class A (a)		95,954		1,031
LivaNova PLC (a)		34,050		1,631
MaxCyte, Inc. (a)		58,300		291
Medpace Holdings, Inc. (a)		24,703		4,944
Merit Medical Systems, Inc. (a)		32,027		2,603
Mesa Laboratories, Inc.		6,284		1,046
Mirati Therapeutics, Inc. (a)		27,750		1,230
ModivCare, Inc. (a)		9,949		633
MoonLake Immunotherapeutics (a)		20,029		427
Myriad Genetics, Inc. (a)		41,637		886
Natera, Inc. (a)		39,540		2,005
Neogen Corp. (a)		208,480		3,590
Nupathe, Inc. (a) (c)		133,709		—	(d)
Olink Holding AB, ADR (a)		69,966		1,509
Omniab, Inc. (a) (c)		7,105		—
Omniab, Inc. (a) (c)		7,105		—
Omnicell, Inc. (a)		23,308		1,416
OrthoPediatrics Corp. (a)		46,531		2,347
Owens & Minor, Inc. (a)		63,036		980
Pacific Biosciences of California, Inc. (a)		144,774		1,535
Pacira BioSciences, Inc. (a)		36,331		1,646
Patterson Cos., Inc.		56,808		1,540
Perrigo Co. PLC		35,361		1,315
Phreesia, Inc. (a)		16,653		527
Pliant Therapeutics, Inc. (a)		68,990		1,949
Prestige Consumer Healthcare, Inc. (a)		52,664		3,240
Prothena Corp. PLC (a)		31,261		1,645
Quanterix Corp. (a)		144,925		1,832
Repligen Corp. (a)		12,308		1,866
Revance Therapeutics, Inc. (a)		37,886		1,206
Select Medical Holdings Corp.		116,427		3,551
Shockwave Medical, Inc. (a)		4,500		1,306
SI-BONE, Inc. (a)		118,794		2,625
SIGA Technologies, Inc.		174,064		1,015
STAAR Surgical Co. (a)		64,872		4,571
Stoke Therapeutics, Inc. (a)		106,950		951
Supernus Pharmaceuticals, Inc. (a)		47,400		1,747
Tandem Diabetes Care, Inc. (a)		52,000		2,058
Tenet Healthcare Corp. (a)		36,400		2,669
The Ensign Group, Inc.		57,304		5,564
TransMedics Group, Inc. (a)		14,000		1,107
U.S. Physical Therapy, Inc.		12,466		1,327
UFP Technologies, Inc. (a)		21,854		3,012
Vanda Pharmaceuticals, Inc. (a)		127,610		783
Veracyte, Inc. (a)		68,888		1,560
Vericel Corp. (a)		126,358		3,981

See notes to financial statements.

Victory Portfolios III
Victory Small Cap Stock Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Vir Biotechnology, Inc. (a)		43,326	$	1,090
Xenon Pharmaceuticals, Inc. (a)		29,283		1,179
Zymeworks, Inc. (a)		97,069		815
				165,906
Industrials (18.9%):
AAON, Inc.		24,131		2,365
AAR Corp. (a)		39,765		2,099
ACCO Brands Corp.		171,888		787
Alta Equipment Group, Inc.		54,269		767
Ameresco, Inc. Class A (a)		35,606		1,481
Applied Industrial Technologies, Inc.		8,860		1,202
ArcBest Corp.		29,905		2,823
Array Technologies, Inc. (a)		171,243		3,502
Atkore, Inc. (a)		29,383		3,712
Axon Enterprise, Inc. (a)		14,497		3,055
BlueLinx Holdings, Inc. (a)		17,819		1,248
Boise Cascade Co.		43,102		2,944
BWX Technologies, Inc.		25,157		1,625
Cadre Holdings, Inc.		41,409		872
Casella Waste Systems, Inc. (a)		38,520		3,428
Chart Industries, Inc. (a)		25,235		3,359
Clean Harbors, Inc. (a)		12,980		1,884
Columbus McKinnon Corp.		46,029		1,598
Conduent, Inc. (a)		200,155		703
Core & Main, Inc. Class A (a)		72,060		1,878
CoreCivic, Inc. (a)		67,112		590
CRA International, Inc.		12,148		1,277
Crane NXT Co.		18,420		872
Curtiss-Wright Corp.		12,130		2,060
Daseke, Inc. (a)		82,159		672
Deluxe Corp.		52,084		789
EMCOR Group, Inc.		37,339		6,385
Encore Wire Corp.		11,246		1,758
Enovix Corp. (a) (b)		130,135		1,408
EnPro Industries, Inc.		5,793		546
Esab Corp.		27,000		1,576
ESCO Technologies, Inc.		19,200		1,797
ExlService Holdings, Inc. (a)		32,403		5,780
Exponent, Inc.		57,558		5,298
Federal Signal Corp.		27,926		1,435
Finning International, Inc.		43,120		1,118
Fiverr International Ltd. (a)		7,087		259
Fluor Corp. (a)		45,520		1,323
Forward Air Corp.		30,279		3,195
Franklin Covey Co. (a)		4,916		180
FTI Consulting, Inc. (a)		11,116		2,006
Gibraltar Industries, Inc. (a)		100,896		5,049
Golden Ocean Group Ltd. (b)		117,286		1,073
Granite Construction, Inc.		39,100		1,491
Hayward Holdings, Inc. (a)		136,941		1,649

See notes to financial statements.

Victory Portfolios III
Victory Small Cap Stock Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Hexcel Corp.		60,322	$	4,348
Hub Group, Inc. Class A (a)		21,450		1,617
Hudson Technologies, Inc. (a)		93,211		720
ICF International, Inc.		10,810		1,232
JELD-WEN Holding, Inc. (a)		90,785		1,160
Kforce, Inc.		13,494		798
Kirby Corp. (a)		20,542		1,476
Korn Ferry		20,872		1,002
Kornit Digital Ltd. (a)		154,851		2,828
Landstar System, Inc.		23,392		4,118
Marten Transport Ltd.		25,494		515
Matson, Inc.		21,519		1,464
Moog, Inc. Class A		20,644		1,860
Mueller Industries, Inc.		21,515		1,546
Mueller Water Products, Inc. Class A		114,960		1,540
MYR Group, Inc. (a)		12,164		1,557
NOW, Inc. (a)		388,518		4,145
Paycom Software, Inc. (a)		1,900		552
Paylocity Holding Corp. (a)		3,984		770
RBC Bearings, Inc. (a)		30,844		7,002
Ritchie Bros Auctioneers, Inc.		15,850		906
Rush Enterprises, Inc. Class A		29,151		1,548
Ryder System, Inc.		13,524		1,071
Saia, Inc. (a)		10,950		3,261
Standex International Corp.		16,224		1,992
Terex Corp.		34,621		1,544
The AZEK Co., Inc. (a)		36,184		982
The GEO Group, Inc. (a)		109,088		821
The Timken Co.		36,373		2,795
Titan Machinery, Inc. (a)		19,170		601
Trex Co., Inc. (a)		17,927		980
TTEC Holdings, Inc.		25,565		871
UFP Industries, Inc.		99,607		7,821
UniFirst Corp.		8,722		1,428
Veritiv Corp.		10,034		1,153
Verra Mobility Corp. (a)		42,620		722
Vicor Corp. (a)		14,701		632
Wabash National Corp.		50,728		1,302
Watts Water Technologies, Inc. Class A		11,644		1,883
Werner Enterprises, Inc.		51,871		2,343
WillScot Mobile Mini Holdings Corp. (a)		106,929		4,855
WNS Holdings Ltd., ADR (a)		29,730		2,681
Zurn Elkay Water Solutions Corp.		48,390		1,043
				174,403
Information Technology (14.5%):
908 Devices, Inc. (a) (b)		229,484		1,551
A10 Networks, Inc.		60,235		852
Adeia, Inc.		103,750		793
Advanced Energy Industries, Inc.		53,645		4,640
Airgain, Inc. (a)		141,085		828

See notes to financial statements.

Victory Portfolios III
Victory Small Cap Stock Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Akoustis Technologies, Inc. (a)		228,729	$	652
Ambarella, Inc. (a)		44,156		2,737
Arteris, Inc. (a)		127,366		474
Avid Technology, Inc. (a)		28,998		856
AXT, Inc. (a)		247,717		661
Badger Meter, Inc.		14,191		1,878
Belden, Inc.		43,070		3,398
Canadian Solar, Inc. (a) (b)		6,889		258
CEVA, Inc. (a)		75,361		1,894
Ciena Corp. (a)		41,867		1,928
CommVault Systems, Inc. (a)		11,280		657
Confluent, Inc. Class A (a)		61,350		1,350
Consensus Cloud Solutions, Inc. (a)		14,240		532
CyberArk Software Ltd. (a)		7,195		896
Digital Turbine, Inc. (a)		322,582		3,784
Diodes, Inc. (a)		83,202		6,631
Ebix, Inc.		56,803		924
Enphase Energy, Inc. (a)		6,000		985
ePlus, Inc. (a)		79,787		3,474
First Solar, Inc. (a)		4,701		858
FormFactor, Inc. (a)		172,441		4,709
Globant SA (a)		2,911		457
Grid Dynamics Holdings, Inc. (a)		129,540		1,408
Guidewire Software, Inc. (a)		27,160		2,069
Harmonic, Inc. (a)		191,341		2,696
HubSpot, Inc. (a)		1,850		779
indie Semiconductor, Inc. Class A (a) (b)		456,336		3,454
Infinera Corp. (a)		246,582		1,561
Insight Enterprises, Inc. (a)		32,853		3,974
JFrog Ltd. (a)		13,600		253
Knowles Corp. (a)		69,653		1,176
Kulicke & Soffa Industries, Inc.		28,166		1,342
Limelight Networks, Inc. (a) (b)		1,193,620		789
Methode Electronics, Inc.		30,257		1,240
Monolithic Power Systems, Inc.		2,385		1,102
NetScout Systems, Inc. (a)		39,544		1,076
Nutanix, Inc. Class A (a)		70,584		1,693
Okta, Inc. (a)		6,650		456
Onto Innovation, Inc. (a)		22,418		1,815
OSI Systems, Inc. (a)		19,582		2,212
Perficient, Inc. (a)		100,170		6,503
Photronics, Inc. (a)		63,721		921
Plexus Corp. (a)		14,925		1,305
Porch Group, Inc. (a) (b)		449,394		409
Power Integrations, Inc.		42,398		3,086
Progress Software Corp.		28,500		1,564
PROS Holdings, Inc. (a)		95,510		2,710
PTC, Inc. (a)		15,949		2,006
Pure Storage, Inc. Class A (a)		119,989		2,739

See notes to financial statements.

Victory Portfolios III
Victory Small Cap Stock Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Qualys, Inc. (a)		23,990	$	2,709
Radware Ltd. (a)		84,314		1,699
Rapid7, Inc. (a)		48,415		2,353
Riskified Ltd. Class A (a)		95,647		470
Sanmina Corp. (a)		59,475		3,108
Silicon Laboratories, Inc. (a)		7,846		1,093
SiTime Corp. (a)		5,155		559
SolarEdge Technologies, Inc. (a)		900		257
SolarWinds Corp. (a)		66,345		572
SoundThinking, Inc. (a)		15,551		463
Sprout Social, Inc. Class A (a)		30,113		1,483
SPS Commerce, Inc. (a)		15,984		2,354
Squarespace, Inc. Class A (a)		32,212		1,002
Synaptics, Inc. (a)		17,542		1,554
Twilio, Inc. Class A (a)		15,625		822
Varonis Systems, Inc. (a)		44,422		1,029
Veeco Instruments, Inc. (a)		215,118		3,962
Verint Systems, Inc. (a)		116,000		4,233
Veritone, Inc. (a) (b)		27,399		130
Vishay Intertechnology, Inc.		77,534		1,651
Workiva, Inc. (a)		8,240		770
Xerox Holdings Corp.		79,856		1,251
Zeta Global Holdings Corp. Class A (a)		83,796		814
				133,333
Materials (3.2%):
AdvanSix, Inc.		11,135		420
Alpha Metallurgical Resources, Inc.		5,895		864
ATI, Inc. (a)		44,000		1,699
Axalta Coating Systems Ltd. (a)		49,330		1,557
Balchem Corp.		21,893		2,877
Century Aluminum Co. (a)		116,300		999
Commercial Metals Co.		38,207		1,784
Constellium SE (a)		111,500		1,656
Ecovyst, Inc. (a)		174,500		1,981
Graphic Packaging Holding Co.		77,120		1,902
Greif, Inc. Class A		25,020		1,571
Materion Corp.		25,505		2,763
O-I Glass, Inc. (a)		93,700		2,105
Olin Corp.		31,760		1,760
Summit Materials, Inc. Class A (a)		45,656		1,251
Sylvamo Corp.		14,739		675
TimkenSteel Corp. (a)		57,489		962
Tronox Holdings PLC		74,755		1,023
Warrior Met Coal, Inc.		34,453		1,191
				29,040
Real Estate (5.0%):
Alexander & Baldwin, Inc.		92,012		1,769
Apartment Investment and Management Co.		80,372		629
Armada Hoffler Properties, Inc.		50,611		593

See notes to financial statements.

Victory Portfolios III
Victory Small Cap Stock Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Brandywine Realty Trust		104,813	$	412
CareTrust REIT, Inc.		80,180		1,563
Compass, Inc. Class A (a)		160,148		375
Corporate Office Properties Trust		65,680		1,503
CTO Realty Growth, Inc. (b)		31,845		536
DiamondRock Hospitality Co.		205,000		1,663
DigitalBridge Group, Inc. (b)		58,634		729
Easterly Government Properties, Inc.		100,000		1,407
Equity Commonwealth		148,040		3,067
Essential Properties Realty Trust, Inc.		77,360		1,915
Four Corners Property Trust, Inc.		78,250		1,996
Gladstone Commercial Corp.		32,630		390
Gladstone Land Corp.		31,338		505
Hudson Pacific Properties, Inc.		82,300		458
Independence Realty Trust, Inc.		53,343		888
Kennedy-Wilson Holdings, Inc.		30,650		514
Kite Realty Group Trust		46,758		969
LXP Industrial Trust		189,700		1,783
National Health Investors, Inc.		14,337		714
Office Properties Income Trust		43,583		284
Outfront Media, Inc.		45,654		761
Pebblebrook Hotel Trust		48,920		696
Physicians Realty Trust		142,750		2,058
PotlatchDeltic Corp.		69,033		3,191
Redfin Corp. (a)		94,308		703
Ryman Hospitality Properties, Inc.		11,618		1,042
Sabra Health Care REIT, Inc.		157,000		1,790
Service Properties Trust		88,545		777
SITE Centers Corp.		165,000		2,036
STAG Industrial, Inc.		108,681		3,681
Summit Hotel Properties, Inc.		173,000		1,114
The Howard Hughes Corp. (a)		27,180		2,103
The Macerich Co.		66,909		668
Veris Residential, Inc. (a)		67,855		1,109
				46,391
Utilities (1.9%):
ALLETE, Inc.		56,171		3,504
Black Hills Corp.		23,390		1,527
Brookfield Infrastructure Corp. Class A		32,705		1,393
Clearway Energy, Inc. Class C		44,136		1,340
NorthWestern Corp.		34,554		2,026
ONE Gas, Inc.		45,370		3,491
Otter Tail Corp.		27,873		2,004
Portland General Electric Co.		45,625		2,310
				17,595
Total Common Stocks (Cost $848,440)				904,371

See notes to financial statements.

Victory Portfolios III
Victory Small Cap Stock Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Rights (0.0%) (e)
Health Care (0.0%):
Flexion Therapeutics, Inc. (a) (c)		58,207	$	1
Total Rights (Cost $36)				1
Exchange-Traded Funds (0.4%)
iShares Russell 2000 ETF (b)		21,900		3,837
Total Exchange-Traded Funds (Cost $3,956)				3,837
Collateral for Securities Loaned (1.8%)^
Goldman Sachs Financial Square Government Fund, Institutional Shares, 4.77% (f)		4,187,294		4,187
HSBC U.S. Government Money Market Fund, Institutional Shares, 4.76% (f)		4,187,294		4,188
Invesco Government & Agency Portfolio, Institutional Shares, 4.78% (f)		4,187,294		4,187
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 4.77% (f)		4,187,294		4,187
Total Collateral for Securities Loaned (Cost $16,749)				16,749
Total Investments (Cost $869,181) — 100.4%				924,958
Liabilities in excess of other assets — (0.4)%				(3,298	)
NET ASSETS — 100.00%			$	921,660

At April 30, 2023, the Fund's investments in foreign securities were 5.7% of net assets.

^ Purchased with cash collateral from securities on loan.

(a) Non-income producing security.

(b) All or a portion of this security is on loan.

(c) Security was fair valued based upon procedures approved by the Board of Trustees and represents less than 0.05% of net assets as of April 30, 2023. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

(d) Rounds to less than $1 thousand.

(e) Amount represents less than 0.05% of net assets.

(f) Rate disclosed is the daily yield on April 30, 2023.

ADR — American Depositary Receipt

ETF — Exchange-Traded Fund

LP — Limited Partnership

PLC — Public Limited Company

REIT — Real Estate Investment Trust

See notes to financial statements.

Victory Portfolios III

Statement of Assets and Liabilities
April 30, 2023

(Amounts in Thousands, Except Per Share Amounts)

	Victory Small Cap Stock Fund
Assets:
Investments, at value (Cost $869,181)	$	924,958	(a)
Cash		12,310
Receivables:
Interest and dividends		216
Capital shares issued		2,267
Investments sold		3,950
From Adviser		18
Prepaid expenses		12
Total Assets		943,731
Liabilities:
Payables:
Collateral received on loaned securities		16,749
Investments purchased		4,174
Capital shares redeemed		323
Accrued expenses and other payables:
Investment advisory fees		529
Administration fees		99
Custodian fees		9
Transfer agent fees		89
Compliance fees		1
Trustees' fees		—	(b)
Other accrued expenses		98
Total Liabilities		22,071
Net Assets:
Capital		919,567
Total accumulated earnings/(loss)		2,093
Net Assets	$	921,660
Net Assets
Fund Shares	$	561,071
Institutional Shares		360,589
Total	$	921,660
Shares (unlimited number of shares authorized with no par value):
Fund Shares		48,470
Institutional Shares		30,480
Total		78,950
Net asset value, offering and redemption price per share: (c)
Fund Shares	$	11.58
Institutional Shares		11.83

(a) Includes $16,138 thousand of securities on loan.

(b) Rounds to less than $1 thousand.

See notes to financial statements.

Victory Portfolios III

Statements of Operations

(Amounts in Thousands)

	Victory Small Cap Stock Fund
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022
Investment Income:
Dividends	$	9,211		$	10,910
Interest		149			8
Securities lending (net of fees)		208			538
Foreign tax withholding		(25	)		(25	)
Total Income		9,543			11,431
Expenses:
Investment advisory fees		5,203			9,148
Administration fees — Fund Shares		661			1,090
Administration fees — Institutional Shares		269			438
Sub-Administration fees		82			109
Custodian fees		41			70
Transfer agent fees — Fund Shares		550			789
Transfer agent fees — Institutional Shares		269			438
Trustees' fees		35			49
Compliance fees		7			9
Legal and audit fees		63			59
State registration and filing fees		44			50
Interfund lending fees		—			—	(b)
Line of credit fees		—	(b)		1
Other expenses		132			154
Total Expenses		7,356			12,404
Expenses waived/reimbursed by Adviser		(86	)		(73	)
Net Expenses		7,270			12,331
Net Investment Income (Loss)		2,273			(900	)
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities and foreign currency transactions		(28,815	)		141,932
Net change in unrealized appreciation/depreciation on investment securities		(2,282	)		(279,245	)
Net realized/unrealized gains (losses) on investments		(31,097	)		(137,313	)
Change in net assets resulting from operations	$	(28,824	)	$	(138,213	)

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Rounds to less than $1 thousand.

See notes to financial statements.

Victory Portfolios III

Statements of Changes in Net Assets

(Amounts in Thousands)

	Victory Small Cap Stock Fund
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021
From Investments:
Operations:
Net Investment Income (Loss)	$	2,273		$	(900	)	$	(180	)
Net realized gains (losses)		(28,815	)		141,932			372,920
Net change in unrealized appreciation/depreciation		(2,282	)		(279,245	)		210,737
Change in net assets resulting from operations		(28,824	)		(138,213	)		583,477
Distributions to Shareholders:
Fund Shares		(33,366	)		(241,242	)		(59,223	)
Institutional Shares		(19,905	)		(116,892	)		(51,168	)
Change in net assets resulting from distributions to shareholders		(53,271	)		(358,134	)		(110,391	)
Change in net assets resulting from capital transactions		28,195			8,529			(161,900	)
Change in net assets		(53,900	)		(487,818	)		311,186
Net Assets:
Beginning of period		975,560			1,463,378			1,152,192
End of period	$	921,660		$	975,560		$	1,463,378
Capital Transactions:
Fund Shares
Proceeds from shares issued	$	19,583		$	43,857		$	65,154
Distributions reinvested		33,025			238,354			58,491
Cost of shares redeemed		(64,323	)		(131,418	)		(150,399	)
Total Fund Shares	$	(11,715	)	$	150,793		$	(26,754	)
Institutional Shares
Proceeds from shares issued	$	56,042		$	102,131		$	35,252
Distributions reinvested		19,887			116,737			51,148
Cost of shares redeemed		(36,019	)		(361,132	)		(221,546	)
Total Institutional Shares	$	39,910		$	(142,264	)	$	(135,146	)
Change in net assets resulting from capital transactions	$	28,195		$	8,529		$	(161,900	)
Share Transactions:
Fund Shares
Issued		1,621			2,739			3,291
Reinvested		2,818			16,656			3,230
Redeemed		(5,346	)		(8,545	)		(7,982	)
Total Fund Shares		(907	)		10,850			(1,461	)
Institutional Shares
Issued		4,448			6,818			1,795
Reinvested		1,661			8,001			2,787
Redeemed		(2,936	)		(17,462	)		(11,634	)
Total Institutional Shares		3,173			(2,643	)		(7,052	)
Change in Shares		2,266			8,207			(8,513	)

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

See notes to financial statements.

Victory Portfolios III

Financial Highlights

For a Share Outstanding Throughout Each Period

	Victory Small Cap Stock Fund
	Fund Shares
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021			Year Ended July 31, 2020			Year Ended July 31, 2019			Year Ended July 31, 2018
Net Asset Value, Beginning of Period	$	12.63		$	21.25		$	14.88		$	16.74		$	19.33		$	18.02
Investment Activities:
Net investment income (loss)		0.03	(b)		(0.01	)(b)		(0.01	)(b)		0.05	(b)		0.07			0.05
Net realized and unrealized gains (losses)		(0.38	)		(2.14	)		7.95			(0.28	)		(0.71	)		3.19
Total from Investment Activities		(0.35	)		(2.15	)		7.94			(0.23	)		(0.64	)		3.24
Distributions to Shareholders from:
Net investment income		—			—			(0.14	)		(0.03	)		(0.04	)		(0.07	)
Net realized gains		(0.70	)		(6.47	)		(1.43	)		(1.60	)		(1.91	)		(1.86	)
Total Distributions		(0.70	)		(6.47	)		(1.57	)		(1.63	)		(1.95	)		(1.93	)
Net Asset Value, End of Period	$	11.58		$	12.63		$	21.25		$	14.88		$	16.74		$	19.33
Total Return (c) (d)		(2.83	)%		(13.71	)%		55.25	%		(2.21	)%		(2.07	)%		19.21	%
Ratios to Average Net Assets:
Net Expenses (e) (f) (g) (h)		1.06	%		1.08	%		1.10	%		1.10	%		1.06	%(i)		1.06	%(i)
Net Investment Income (Loss) (e)		0.28	%		(0.09	)%		(0.04	)%		0.33	%		0.58	%		0.31	%
Gross Expenses (e) (f)		1.06	%		1.08	%		1.10	%		1.10	%		1.06	%(i)		1.06	%(i)
Supplemental Data:
Net Assets at end of period (000's)	$	561,071		$	623,725		$	818,576		$	595,019		$	694,015		$	758,065
Portfolio Turnover (c) (j)		55	%		77	%		85	%		71	%		84	%		68	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(e) Annualized for periods less than one year.

(f) Does not include acquired fund fees and expenses, if any.

(g) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through November 30, 2023, instead of coinciding with the Fund's fiscal year end.

(i) Reflects total annual operating expenses of the shares before reductions of any expenses paid indirectly. The Fund's expenses paid indirectly decreased the expense ratio by less than 0.01%.

(j) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Victory Small Cap Stock Fund
	Institutional Shares
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021			Year Ended July 31, 2020			Year Ended July 31, 2019			Year Ended July 31, 2018
Net Asset Value, Beginning of Period	$	12.88		$	21.53		$	15.06		$	16.91		$	19.50		$	18.16
Investment Activities:
Net investment income (loss)		0.04	(b)		(0.01	)(b)		—	(b)(c)		0.07	(b)		0.08			0.07
Net realized and unrealized gains (losses)		(0.39	)		(2.17	)		8.04			(0.28	)		(0.71	)		3.22
Total from Investment Activities		(0.35	)		(2.18	)		8.04			(0.21	)		(0.63	)		3.29
Distributions to Shareholders from:
Net investment income		—			—			(0.14	)		(0.04	)		(0.05	)		(0.09	)
Net realized gains		(0.70	)		(6.47	)		(1.43	)		(1.60	)		(1.91	)		(1.86	)
Total Distributions		(0.70	)		(6.47	)		(1.57	)		(1.64	)		(1.96	)		(1.95	)
Net Asset Value, End of Period	$	11.83		$	12.88		$	21.53		$	15.06		$	16.91		$	19.50
Total Return (d) (e)		(2.85	)%		(13.60	)%		55.30	%		(2.08	)%		(1.98	)%		19.36	%
Ratios to Average Net Assets:
Net Expenses (f) (g) (h) (i)		0.96	%		1.03	%		1.04	%		0.98	%		0.96	%(j)		0.95	%(j)
Net Investment Income (Loss) (f)		0.38	%		(0.06	)%		0.02	%		0.45	%		0.67	%		0.42	%
Gross Expenses (f) (g)		0.99	%		1.04	%		1.05	%		0.99	%		0.96	%(j)		0.95	%(j)
Supplemental Data:
Net Assets at end of period (000's)	$	360,589		$	351,835		$	644,802		$	557,173		$	904,981		$	996,393
Portfolio Turnover (d) (k)		55	%		77	%		85	%		71	%		84	%		68	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(d) Not annualized for periods less than one year.

(f) Annualized for periods less than one year.

(g) Does not include acquired fund fees and expenses, if any.

(h) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through November 30, 2023, instead of coinciding with the Fund's fiscal year end.

(j) Reflects total annual operating expenses of the shares before reductions of any expenses paid indirectly. The Fund's expenses paid indirectly decreased the expense ratio by less than 0.01%.

(k) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

See notes to financial statements.

Victory Portfolios III

Notes to Financial Statements
April 30, 2023

1. Organization:

Victory Portfolios III (formerly USAA Mutual Funds Trust) (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 45 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with no par value.

The accompanying financial statements are those of the Victory Small Cap Stock Fund (formerly USAA Small Cap Stock Fund) (the "Fund"). The Fund offers two classes of shares: Fund Shares and Institutional Shares. The Fund is classified as diversified under the 1940 Act.

2. Significant Accounting Policies:

Investment Valuation:

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:

• Level 1 — quoted prices (unadjusted) in active markets for identical securities

• Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, or credit spreads, applicable to those securities, etc.)

• Level 3 — significant unobservable inputs (including the Adviser's assumptions in determining the fair value of investments)

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Investments in open-end investment companies, other than ETFs, are valued at their net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.

	Level 1		Level 2		Level 3			Total
Common Stocks	$	904,371	$	—	$	—	(a)	$	904,371
Rights		—		—		1			1
Exchange-Traded Funds		3,837		—		—			3,837
Collateral for Securities Loaned		16,749		—		—			16,749
Total	$	924,957	$		$	1		$	924,958

(a) Rounds to less than $1 thousand.

As of April 30, 2023, there were no transfers into/out of Level 3.

Real Estate Investment Trusts ("REITs"):

Investment Companies:

Exchange-Traded Funds:

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, although the lack of liquidity of an ETF could result in it being more volatile. Additionally, ETFs have fees and expenses that reduce their value.

Open-End Funds:

Foreign Exchange Currency Contracts:

Investment Transactions and Related Income:

Securities Lending:

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

equivalents, primarily open-end investment companies, as noted on the Fund's Schedule of Portfolio Investments. The Fund effectively does not have control of the non-cash collateral and therefore it is not disclosed on the Fund's Schedule of Portfolio Investments. Collateral requirements are determined daily based on the value of the Fund's securities on loan as of the end of the prior business day. During the time portfolio securities are on loan, the borrower will pay the Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays Citibank various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statements of Operations. Loans are terminable upon demand and the borrower must return the loaned securities within the lesser of one standard settlement period or five business days. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower.

The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or repledged, except to satisfy borrower default.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of April 30, 2023.

Value of Securities on Loan				Non-Cash Collateral				Cash Collateral
$	16,138			$	—			$	16,749

Foreign Currency Translations:

The accounting records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities of the Fund denominated in a foreign currency are translated into U.S. dollars at current exchange rates. Purchases and sales of securities, income receipts, and expense payments are translated into U.S. dollars at the exchange rates on the date of the transactions. The Fund does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations, if any are disclosed as Net change in unrealized appreciation/depreciation on investment securities and foreign currency translations on the Statements of Operations. Any realized gains or losses from these fluctuations, if any are disclosed as Net realized gains (losses) from investment securities and foreign currency transactions on the Statements of Operations.

Federal Income Taxes:

The Fund intends to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund had a tax year end of July 31, and effective April 30, 2023, the Fund changed its tax year end to April 30.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Allocations:

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the nine months ended April 30, 2023, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities
Purchases		Sales
$	519,878	$	546,392

4. Affiliated Fund Ownership:

Affiliated Victory Portfolios III Mutual Funds	Ownership %
Victory Cornerstone Conservative Fund		0.1
Victory Cornerstone Equity Fund		0.6
Victory Target Retirement Income Fund		0.9
Victory Target Retirement 2030 Fund		2.4
Victory Target Retirement 2040 Fund		3.5
Victory Target Retirement 2050 Fund		2.5
Victory Target Retirement 2060 Fund		0.4

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.75% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Investment advisory fees.

The performance adjustment for each share class is accrued daily and calculated monthly by comparing the respective class' performance to that of the Lipper Small-Cap Core Funds Index. The Lipper Small-Cap Core Funds Index tracks the total return performance of the largest funds within the Lipper Small-Cap Core Funds category.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

The performance period for each share class consists of the current month plus the previous 35 months. The following table is utilized to determine the extent of the performance adjustment:

Over/Under Performance Relative to Index (in basis points)^(a)		Annual Adjustment Rate (in basis points)
	+/- 100 to 400		+/- 4
	+/- 401 to 700		+/- 5
	+/- 701 and greater		+/- 6

(a) Based on the difference between the average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point.

Under the performance fee arrangement, each class pays a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper Small-Cap Core Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period August 1, 2022, to April 30, 2023, performance adjustments were $(67) and $(50) for Fund Shares and Institutional Shares, in thousands, respectively. Performance adjustments were (0.02)% and (0.02)% for Fund Shares and Institutional Shares, respectively. For the period August 1, 2021, to July 31, 2022, performance adjustments were $206 and $203 for Fund Shares and Institutional Shares, in thousands, respectively. Performance adjustments were 0.03% and 0.05% for Fund Shares and Institutional Shares, respectively. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

VCM entered into a Subadvisory Agreement with Granahan Investment Management, Inc. ("GIMI"), under which GIMI directs the investment and reinvestment of a portion of the Fund's assets (as allocated from time to time by VCM). This arrangement provides for monthly fees that are paid by VCM. VCM (not the Fund) pays the subadviser fees.

Administration and Servicing Fees:

VCM also serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15% and 0.10%, which is based on the Fund's average daily net assets of the Fund Shares and Institutional Shares, respectively. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Administration fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Fund reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Sub-Administration fees.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

The Fund (as part of the Trust) has entered into an agreement with the Adviser to provide compliance services, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration, and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. The funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Compliance fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser, provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual charge of $23 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent fees for the Institutional Shares are paid monthly based on a fee accrued daily at an annualized rate of 0.10% of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Transfer agent fees.

Distributor/Underwriting Services:

Other Fees:

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least November 30, 2023. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limits for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Performance adjustments, acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of April 30, 2023, the expense limits (excluding voluntary waivers) were 1.10% and 0.98% for Fund Shares and Institutional Shares, respectively.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Expires 2023				Expires 2024				Expires 2025				Expires 2026				Total
$	19			$	67			$	73			$	86			$	245

As of July 31, 2022, the following amounts were available to be repaid to the Adviser (amounts in thousands).

Expires 2023				Expires 2024				Expires 2025				Total
$	64			$	67			$	73			$	204

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the nine months ended April 30, 2023, and the year ended July 31, 2022.

6. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Small-Capitalization Stock Risk — The Fund is subject to small-cap company risk, which is the greater risk of investing in smaller, less well-known companies, as opposed to investing in established companies with proven track records. Small-cap companies also may have limited product lines, markets, or financial resources. Securities of such companies may be less liquid and more volatile than securities of larger companies or the market in general and, therefore, may involve greater risk than investing in the securities of larger companies.

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, terrorism, trade disputes, inflation rates, interest rate levels and other fiscal and monetary policy changes, cybersecurity incidents, pandemics and other public health crises, sanctions against a particular foreign country, its nationals, businesses or industries and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, or other catastrophes, may add to instability in global economies and markets generally, and may lead to increased market volatility. Global economies and financial markets are highly interconnected, which increases the possibility that conditions in one country or region might adversely affect issuers in another country or region. The impact of these and other factors may be short-term or may last for extended periods.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

7. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the nine months ended April 30, 2023, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from August 1, 2021, through June 27, 2022, interest was based on the one-month London Interbank Offered Rate ("LIBOR") plus one percent. For the period June 28, 2022, through April 30, 2023, interest was based on the one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent. The Fund did not experience a material financial impact transitioning from LIBOR to SOFR. Effective with the next amendment on June 27, 2023, the annual commitment fee of 0.15% will remain unchanged. Interest charged to the Fund during the period, if applicable, is reflected on the Statements of Operations under Line of credit fees.

The average borrowing for the days outstanding and average interest rate for the Fund during the nine months ended April 30, 2023, were as follows (amounts in thousands):

Amount Outstanding at April 30, 2023				Average Borrowing*				Average Interest Rate*				Maximum Borrowing During the Period
$	—			$	1,250				5.44	%		$	1,250

* Based on the number of days borrowings were outstanding for the nine months ended April 30,2023.

The average borrowing for the days outstanding and average interest rate for the Fund during the year ended July 31, 2022, were as follows (amounts in thousands):

Amount Outstanding at July 31, 2022				Average Borrowing*				Average Interest Rate*				Maximum Borrowing During the Period
$	—			$	9,075				1.21	%		$	11,700

* Based on the number of days borrowings were outstanding for the year ended July 31, 2022.

Interfund Lending:

The Trust and the Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other fund in the Victory Funds Complex that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

The Fund did not utilize or participate in the Facility during the nine months ended April 30, 2023.

The average borrowing or lending for the days outstanding and average interest rate for the Fund during the year ended July 31, 2022, were as follows (amounts in thousands):

Borrower or Lender				Amount Outstanding at July 31, 2022				Average Borrowing*				Average Interest Rate*				Maximum Borrowing During the Period
Borrower				$	—			$	4,538				0.57	%		$	8,643

* Based on the number of days borrowings were outstanding for the year ended July 31, 2022.

8. Federal Income Tax Information:

The Fund intends to distribute any net investment income annually. Distributable net realized gains, if any, are declared and paid at least annually.

The amounts of dividends from net investment income and distributions from net realized gains (collectively, distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

As of April 30, 2023, on the Statement of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows (amounts in thousands):

Total Accumulated Earnings/(Loss)				Capital
$	175			$	(175	)

Nine Months Ended April 30, 2023
Distributions Paid From
Net Long-Term Capital Gains		Total Distributions Paid
$	53,271	$	53,271

Year Ended July 31, 2022						Year Ended July 31, 2021
Distributions Paid From						Distributions Paid From
Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid		Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid
$	134,081	$	224,053	$	358,134	$	35,074	$	75,317	$	110,391

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

As of April 30, 2023, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed Ordinary Income				Accumulated Earnings				Accumulated Capital and Other Losses				Unrealized Appreciation (Depreciation)*				Total Accumulated Earnings (Loss)
$	2,172			$	2,172			$	(34,331	)		$	34,252			$	2,093

* The difference between the book-basis and tax-basis of unrealized appreciation (depreciation) is attributable to the tax deferral of losses on wash sales, REIT adjustments, and passive foreign investment company adjustments.

Short-Term Amount				Long-Term Amount				Total
$	29,179			$	5,152			$	34,331

Cost of Investments for Federal Tax Purposes				Gross Unrealized Appreciation				Gross Unrealized Depreciation				Net Unrealized Appreciation (Depreciation)
$	890,706			$	140,676			$	(106,424	)		$	34,252

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of Victory Small Cap Stock Fund (Formerly USAA Small Cap Stock Fund)

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Victory Small Cap Stock Fund (formerly USAA Small Cap Stock Fund) (the "Fund") (one of the funds constituting Victory Portfolios III (formerly USAA Mutual Funds Trust) (the "Trust")), including the schedule of portfolio investments as of April 30, 2023, and the related statements of operations for the period from August 1, 2022 through April 30, 2023 and the year ended July 31, 2022, the statements of changes in net assets for the period from August 1, 2022 through April 30, 2023 and each of the two years in the period ended July 31, 2022, the financial highlights for the period from August 1, 2022 through April 30, 2023 and each of the five years in the period ended July 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting Victory Portfolios III) at April 30, 2023, the results of its operations for the period from August 1, 2022 through April 30, 2023 and the year ended July 31, 2022, the changes in its net assets for the period from August 1, 2022 through April 30, 2023 and each of the two years in the period ended July 31, 2022, and its financial highlights for the period from August 1, 2022 through April 30, 2023 and each of the five years in the period ended July 31, 2022, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2023, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
June 28, 2023

Victory Portfolios III

Supplemental Information
April 30, 2023

(Unaudited)

Trustee and Officer Information

Board of Trustees:

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Independent Trustees

Jefferson C. Boyce
(September 1957)

Independent Chair

Trustee since September 2013, Independent Chair since January 2021

Retired.

Westhab, Inc., New York Theological Seminary, American Filtration Corp.

Dawn M. Hawley
(February 1954)

Trustee

Trustee since April 2014

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Daniel S. McNamara
(June 1966)

Trustee

Trustee since January 2012

None

Paul L. McNamara
(July 1948)

Trustee

Trustee since January 2012

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Richard Y. Newton, III (January 1956)

Trustee

Trustee since March 2017

Terran Orbital Corp., American Made Filtration Corp.

Barbara B. Ostdiek, Ph.D.
(March 1964)

Trustee

Trustee since January 2008

None

John C. Walters
(February 1962)

Trustee

Trustee since July 2019

Retired.

Guardian Variable Products Trust (16 series)

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Fund

Term of
Office and
Length of
Time Served

Principal Occupation(s) Held
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Interested Trustee

David C. Brown
(May 1972)

Trustee

Trustee since July 2019

45 portfolios within the Trust; 40 portfolios within the Victory Portfolios, 25 series within the Victory Portfolios II, and 6 series within the Victory Variable Insurance Funds

None

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Officers of the Trust

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

James K. De Vries
(April 1969)

President

March 2018*

Scott Stahorsky
(July 1969)

Vice President

July 2019

Thomas Dusenberry
(July 1977)

Secretary

June 2022

Allan Shaer,
(March 1965)

Treasurer

July 2019*

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

Christopher Ponte,
(March 1984)

Assistant Treasurer

May 2023

Carol D. Trevino
(October 1965)

Assistant Treasurer

September
2018

Director, Financial Reporting, Fund Administration (5/1/23-present); Director, Accounting and Finance, the Adviser (7/1/19-4/30/23); Accounting/Financial Director, USAA (12/13-6/30/19). Ms. Trevino also serves as Assistant Treasurer of Victory Portfolios, Victory Portfolios II, and Victory Variable Insurance Funds (2/28/23-present).

Charles Booth
(April 1960)

Anti-Money Laundering Compliance Officer and Identity Theft Officer

July 2019

Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (2007-present).

Sean Fox
(September 1976)

Chief Compliance Officer

June 2022

* Effective May 1, 2023, Mr. De Vries resigned as Treasurer and accepted the position of President, and Mr. Shaer resigned as Assistant Treasurer and accepted the position of Treasurer.

Effective May 1, 2023, Christopher Dyer resigned as the President of the Trust.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent 12 months ended June 30 is available on the SEC's website at sec.gov.

Availability of Schedules of Portfolio Investments:

Expense Examples

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from November 1, 2022, through April 30, 2023.

	Beginning Account Value 11/1/22		Actual Ending Account Value 4/30/23		Hypothetical Ending Account Value 4/30/23		Actual Expenses Paid During Period 11/1/22- 4/30/23*		Hypothetical Expenses Paid During Period 11/1/22- 4/30/23*		Annualized Expense Ratio During Period 11/1/22- 4/30/23
Fund Shares	$	1,000.00	$	995.30	$	1,019.54	$	5.24	$	5.31		1.06	%
Institutional Shares		1,000.00		995.40		1,020.08		4.70		4.76		0.95	%

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Additional Federal Income Tax Information

Long-Term Capital Gain Distributions
$ 53,271

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

Victory Small Cap Stock Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of Victory Portfolios III Trust (the "Trust") held on December 8-9, 2022, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") and the Subadvisory Agreement between the Adviser and Granahan Investment Management, Inc. (the "Subadviser") with respect to the Fund. Prior to the December 8-9, 2022 meeting at which the Advisory Agreement and Subadvisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement and Subadvisory Agreement at a meeting held on November 21, 2022.

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser and the Subadviser. At the meeting at which the renewal of the Advisory Agreement and Subadvisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser and the Subadviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement and Subadvisory Agreement included information previously received at such meetings. The Board also recognized that the contractual arrangements for the Fund have been reviewed by the Board and discussed with the Adviser and Subadviser in prior years and that the Board's conclusions may be based, in part, on its consideration of these same arrangements in prior years.

Advisory Agreement

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

and the quality of the performance of the Adviser's duties through Board meetings, discussions, and reports during the preceding year. The Board considered the fees paid to the Adviser and the services provided to the Fund by the Adviser under the Advisory Agreement, as well as other services provided by the Adviser and its affiliates under other agreements, and the personnel who provide these services. In addition to the investment advisory services provided to the Fund, the Adviser and its affiliates provide administrative services, shareholder services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management program, (iv) derivatives risk management program, and (v) cybersecurity programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The Board considered the Adviser's process for monitoring the performance of the Subadviser and the Adviser's timeliness in responding to performance issues. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's net management fee rate — which includes advisory and administrative services and the effects of any performance adjustment, as well as any fee waivers and reimbursements — was below the medians of its expense group and its expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were below the medians of its expense group and expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund. The Board also took into account that the subadvisory fees under the Subadvisory Agreement are paid by the Adviser. The Board also considered and discussed information about the Subadviser's fees, including the amount of management fees retained by the Adviser after payment of the subadvisory fees.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe and its Lipper index for the one- and three-year periods ended June 30, 2022, and was below the average of its performance universe and its Lipper index for the five- and ten-year periods ended June 30, 2022.

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees noted that the Adviser pays the Fund's subadvisory fees and also noted that the Adviser reimbursed or waived a portion of its management fees to the Fund. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale. The Board took into account management's discussion of the current advisory fee structure. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board considered the fact that the Adviser also pays the Fund's subadvisory fees. The Board also considered the effect of the change in size, if any, of each of the Fund's classes on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices and the Adviser is appropriately monitoring the Fund's performance; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and its affiliates and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.

Subadvisory Agreement

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Conclusions — The Board reached the following conclusions regarding the Subadvisory Agreement: (i) the Subadviser is qualified to manage the Fund's assets in accordance with its investment objectives and policies; (ii) the Subadviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and relevant indices; and (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser and the Subadviser. Based on its conclusions, the Board determined that approval of the Subadvisory Agreement with respect to the Fund would be in the best interests of the Fund and its shareholders.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Liquidity Risk Management Program:

The Victory Portfolio III Funds (the "Trust") have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage the Fund's liquidity risk, taking into consideration the Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short- and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The Trust's Board of Trustees approved the appointment of the Fund's investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.

At a meeting held on March 10, 2023, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-RN (prior to August 2022, Form N-LIQUID) and recommended no material changes to the LRMP.

Privacy Policy

Protecting the Privacy of Information

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic, and procedural safeguards to guard your personal information.*

P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our website at:				Call
vcm.com				(800) 235-8396

40054-0723

April 30, 2023

Annual Report

Victory Value Fund

(Formerly USAA^® Value Fund)

vcm.com

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• The latest fund news

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• A section dedicated to investment professionals

Victory Portfolios III

TABLE OF CONTENTS

Shareholder Letter (Unaudited)					2
Manager's Commentary (Unaudited)					4
Investment Overview (Unaudited)					6
Investment Objective & Portfolio Holdings (Unaudited)					7
Schedule of Portfolio Investments					8
Financial Statements
Statement of Assets and Liabilities					13
Statements of Operations					14
Statements of Changes in Net Assets					15
Financial Highlights					17
Notes to Financial Statements					20
Report of Independent Registered Public Accounting Firm					30
Supplemental Information (Unaudited)					31
Trustee and Officer Information					31
Proxy Voting and Portfolio Holdings Information					37
Expense Examples					37
Additional Federal Income Tax Information					38
Advisory Contract Approval					39
Liquidity Risk Management Program					42
Privacy Policy (inside back cover)

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

For more specific information, please consult your tax adviser.

• NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE

(Unaudited)

Dear Shareholder,

If you are reading this letter but double-checking your calendar, be assured there's no mistake. The annual reporting period for your Victory Mutual Fund (formerly USAA^® Mutual Fund) has shifted from a fiscal year ended July 31^st to a fiscal year ended April 30^th. This change has no impact on any of your investments and simply aims to help us improve efficiencies and reduce operational costs. Therefore, this letter covers an abbreviated "annual" period from August 1, 2022, through April 30, 2023. Future annual reports will cover the 12-month period ended April 30 going forward.

From all of us here at Victory Capital, thank you for your ongoing confidence and for letting us help you work toward your investment goals.

James De Vries

President,
Victory Funds

Victory Value Fund

Managers' Commentary
(Unaudited)

• What were the market conditions during the reporting period?

The reporting period began with a rally that continued into mid-August, on hopes that the U.S. Federal Reserve (the "Fed") would pivot toward a more accommodative policy. However, messaging from Fed Chairman, Jerome Powell, and a stronger-than-expected inflation report in early September dampened investor optimism over the central bank's trajectory and the odds of avoiding recession. The Fed went on to hike rates aggressively by 75 basis points ("bps") twice during the quarter, bringing the benchmark Fed funds rate target to a range of 3.0% to 3.25%, as compared to 0% to 0.25% at the beginning of the year. (A basis point is 1/100^th of a percentage point.) For its part, the European Central Bank raised its reference rate by 50 bps in July, followed by another 75 bps in September. Other factors that weighed on sentiment during the quarter included the ongoing Russia-Ukraine war, an energy crisis in Europe, and the resumption of COVID-19 lockdowns in China.

Victory Value Fund

Managers' Commentary (continued)

• How did the Victory Value Fund (the "Fund") perform during the reporting period?

The Fund has three share classes: Fund Shares, Institutional Shares, and Class A. The Fund's fiscal year-end changed this year to April 30 from July 31, resulting in a shorter reporting period for fiscal year ended 2023. For the nine-month reporting period ended April 30, 2023, the Fund Shares, Institutional Shares, and Class A had a total return (at net asset value) of 1.81%, 1.81%, and 1.67%, respectively. This compares to returns of 2.02% for the Russell 1000^® Value Index (the "Index"), 4.01% for the Lipper Large-Cap Value Funds Index, and 1.82% for the Lipper Multi-Cap Value Funds Index.

• What strategies did you employ during the reporting period?

For the reporting period, the Fund underperformed the Index as stock selection contributed to performance while sector allocation detracted from performance versus the Index. Stock selection in financials was a positive contributor while stock selection in energy was a negative contributor. An overweight to utilities helped performance while an underweight to energy hurt performance.

Thank you for allowing us to assist you with your investment needs.

Victory Value Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended April 30, 2023

Fund
Shares

Institutional
Shares

Class A

INCEPTION DATE

8/3/01

8/1/08

8/2/10

Net Asset
Value

Maximum
Offering
Price

Russell 1000^®Value Index¹

Lipper
Large-Cap
Value Funds
Index²

Lipper
Multi-Cap
Value Funds
Index³

One Year

1.47

1.06

–4.74

1.21

3.05

1.95

Five Year

6.68

6.76

6.73

5.47

7.75

8.56

6.91

Ten Year

8.13

8.23

8.01

7.37

9.13

9.65

8.42

Victory Value Fund — Growth of $10,000

²The unmanaged Lipper Large-Cap Value Funds Index tracks the total return performance of funds within the Lipper Large-Cap Value Funds category. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

³The unmanaged Lipper Multi-Cap Value Funds Index tracks the total return performance of funds within the Lipper Multi-Cap Value Funds category. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Victory Portfolios III
Victory Value Fund

April 30, 2023

(Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks long-term growth of capital.

Top 10 Equity Holdings*:

April 30, 2023

(% of Net Assets)

Fairfax Financial Holdings Ltd.	2.4	%
Exxon Mobil Corp.	2.3	%
Markel Corp.	2.1	%
Merck & Co., Inc.	1.9	%
The Progressive Corp.	1.9	%
Alphabet, Inc. Class A	1.8	%
Meta Platforms, Inc. Class A	1.7	%
JPMorgan Chase & Co.	1.7	%
Johnson & Johnson	1.6	%
Vistra Corp.	1.5	%

Sector Allocation*:

April 30, 2023

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Victory Portfolios III
Victory Value Fund

Schedule of Portfolio Investments
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (98.1%)
Communication Services (5.6%):
Alphabet, Inc. Class A (a)		190,942	$	20,496
AT&T, Inc.		249,936		4,416
Charter Communications, Inc. Class A (a)		8,219		3,030
Comcast Corp. Class A		197,723		8,180
Match Group, Inc. (a)		59,391		2,191
Meta Platforms, Inc. Class A (a)		81,653		19,623
Playtika Holding Corp. (a)		270,464		2,705
Verizon Communications, Inc.		128,750		4,999
				65,640
Consumer Discretionary (6.0%):
Amazon.com, Inc. (a)		17,800		1,877
AutoNation, Inc. (a)		20,606		2,714
Bath & Body Works, Inc.		52,704		1,850
Best Buy Co., Inc.		46,359		3,455
Darden Restaurants, Inc.		38,100		5,789
Deckers Outdoor Corp. (a)		7,291		3,495
Dick's Sporting Goods, Inc.		29,670		4,302
Ford Motor Co.		336,444		3,997
LKQ Corp.		210,310		12,141
Mattel, Inc. (a)		289,800		5,216
Penske Automotive Group, Inc.		17,975		2,491
PulteGroup, Inc.		58,746		3,945
The Home Depot, Inc.		17,585		5,285
Ulta Beauty, Inc. (a)		5,103		2,814
Whirlpool Corp.		19,073		2,662
Williams-Sonoma, Inc.		30,438		3,684
Yum! Brands, Inc.		34,361		4,830
				70,547
Consumer Staples (7.1%):
Altria Group, Inc.		142,258		6,759
Colgate-Palmolive Co.		36,905		2,945
Diageo PLC, ADR (b)		28,100		5,213
Keurig Dr Pepper, Inc.		459,092		15,012
Mondelez International, Inc. Class A		167,200		12,828
Philip Morris International, Inc.		52,561		5,255
Target Corp.		17,235		2,719
The Kroger Co.		100,218		4,874
The Procter & Gamble Co.		45,795		7,161
Tyson Foods, Inc. Class A		50,608		3,162
U.S. Foods Holding Corp. (a)		268,000		10,291
Walmart, Inc.		45,522		6,872
				83,091
Energy (7.1%):
Chevron Corp.		72,513		12,224
ConocoPhillips		88,904		9,147
Enterprise Products Partners LP		390,324		10,270

See notes to financial statements.

Victory Portfolios III
Victory Value Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
EOG Resources, Inc.		36,679	$	4,382
Exxon Mobil Corp.		227,649		26,940
Hess Corp.		60,100		8,718
Marathon Oil Corp.		185,145		4,473
PDC Energy, Inc.		53,736		3,496
Pioneer Natural Resources Co.		14,448		3,143
				82,793
Financials (21.6%):
Affiliated Managers Group, Inc.		28,223		4,075
American Financial Group, Inc.		18,691		2,294
Ameriprise Financial, Inc.		19,762		6,030
Brown & Brown, Inc.		231,300		14,893
Capital One Financial Corp.		37,687		3,667
Cboe Global Markets, Inc.		108,800		15,199
Citigroup, Inc.		99,261		4,672
Discover Financial Services		41,658		4,310
East West Bancorp, Inc.		61,134		3,160
Evercore, Inc.		35,674		4,069
Fairfax Financial Holdings Ltd.		40,800		28,515
Fidelity National Financial, Inc.		155,724		5,527
Fidelity National Information Services, Inc.		103,200		6,060
FleetCor Technologies, Inc. (a)		49,951		10,686
Interactive Brokers Group, Inc.		117,100		9,116
JPMorgan Chase & Co.		140,505		19,423
Markel Corp. (a)		18,000		24,634
Mastercard, Inc. Class A		11,988		4,556
MGIC Investment Corp.		374,725		5,572
PayPal Holdings, Inc. (a)		45,313		3,444
Popular, Inc.		24,406		1,465
Primerica, Inc.		21,971		4,010
Regions Financial Corp.		306,355		5,594
SEI Investments Co.		96,454		5,682
Synchrony Financial		95,223		2,810
T. Rowe Price Group, Inc.		45,339		5,093
The Goldman Sachs Group, Inc.		18,958		6,511
The Hartford Financial Services Group, Inc.		73,831		5,241
The Progressive Corp.		159,026		21,691
The Travelers Cos., Inc.		32,053		5,806
U.S. Bancorp		80,528		2,761
Visa, Inc. Class A		14,802		3,445
Wells Fargo & Co.		49,159		1,954
				251,965
Health Care (17.2%):
AbbVie, Inc.		91,700		13,858
Amgen, Inc.		16,286		3,904
Biogen, Inc. (a)		10,469		3,185
Bristol-Myers Squibb Co.		68,638		4,583
CVS Health Corp.		42,675		3,129
Elevance Health, Inc.		7,144		3,348

See notes to financial statements.

Victory Portfolios III
Victory Value Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Eli Lilly & Co.		8,354	$	3,307
GE HealthCare Technologies, Inc. (a)		83,600		6,800
Gilead Sciences, Inc.		83,310		6,849
HCA Healthcare, Inc.		21,580		6,201
Hologic, Inc. (a)		61,566		5,295
Humana, Inc.		18,846		9,998
IDEXX Laboratories, Inc. (a)		7,227		3,557
Johnson & Johnson		112,954		18,491
Laboratory Corp. of America Holdings		12,959		2,938
McKesson Corp.		23,563		8,583
Medtronic PLC		133,600		12,151
Merck & Co., Inc.		196,534		22,694
Mettler-Toledo International, Inc. (a)		2,641		3,939
Moderna, Inc. (a)		28,259		3,755
Organon & Co.		142,157		3,501
Pfizer, Inc.		135,930		5,286
Quest Diagnostics, Inc.		29,021		4,028
Regeneron Pharmaceuticals, Inc. (a)		4,372		3,505
Royalty Pharma PLC Class A		94,490		3,321
The Cigna Group		55,731		14,116
UnitedHealth Group, Inc.		32,485		15,986
Universal Health Services, Inc. Class B		15,697		2,360
Waters Corp. (a)		8,004		2,404
				201,072
Industrials (12.4%):
3M Co.		35,770		3,799
Booz Allen Hamilton Holding Corp.		35,736		3,421
Builders FirstSource, Inc. (a)		56,619		5,366
CACI International, Inc. Class A (a)		10,541		3,303
Cintas Corp.		11,245		5,125
Cummins, Inc.		19,716		4,634
Eaton Corp. PLC		42,300		7,069
Emerson Electric Co.		37,618		3,132
Expeditors International of Washington, Inc.		36,164		4,117
Fastenal Co.		84,705		4,560
FedEx Corp.		50,079		11,407
Honeywell International, Inc.		12,669		2,532
Johnson Controls International PLC		90,600		5,421
Leidos Holdings, Inc.		111,000		10,352
Lennox International, Inc.		14,122		3,981
Lockheed Martin Corp.		8,514		3,954
ManpowerGroup, Inc.		36,855		2,790
Masco Corp.		69,861		3,738
MSC Industrial Direct Co., Inc.		30,366		2,755
Otis Worldwide Corp.		69,621		5,939
Owens Corning		45,156		4,823
PACCAR, Inc.		68,250		5,098
Parker-Hannifin Corp.		22,900		7,440
Raytheon Technologies Corp.		66,167		6,610
Sensata Technologies Holding PLC		223,200		9,698

See notes to financial statements.

Victory Portfolios III
Victory Value Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Union Pacific Corp.		26,978	$	5,280
United Parcel Service, Inc. Class B		27,127		4,878
W.W. Grainger, Inc.		5,319		3,700
				144,922
Information Technology (6.2%):
Adobe, Inc. (a)		8,600		3,247
Amdocs Ltd.		32,800		2,993
Applied Materials, Inc.		42,200		4,770
Autodesk, Inc. (a)		18,793		3,661
Cadence Design Systems, Inc. (a)		16,004		3,352
Cisco Systems, Inc.		183,307		8,661
Cognizant Technology Solutions Corp. Class A		49,529		2,957
Dell Technologies, Inc. Class C		72,189		3,140
Fortinet, Inc. (a)		39,501		2,491
Intel Corp.		142,253		4,418
International Business Machines Corp.		19,702		2,491
Micron Technology, Inc.		47,347		3,047
Qorvo, Inc. (a)		22,844		2,103
QUALCOMM, Inc.		16,364		1,911
Salesforce, Inc. (a)		28,200		5,594
Skyworks Solutions, Inc.		28,376		3,005
Texas Instruments, Inc.		32,400		5,417
Ubiquiti, Inc.		10,830		2,519
VeriSign, Inc. (a)		19,114		4,239
Vontier Corp.		65,669		1,782
				71,798
Materials (4.2%):
CF Industries Holdings, Inc.		40,634		2,909
Cleveland-Cliffs, Inc. (a)		114,403		1,759
Dow, Inc.		86,097		4,684
Louisiana-Pacific Corp.		50,857		3,038
LyondellBasell Industries NV Class A		58,985		5,581
Nucor Corp.		33,199		4,919
PPG Industries, Inc.		71,000		9,958
Sealed Air Corp.		274,429		13,170
Steel Dynamics, Inc.		26,419		2,746
				48,764
Real Estate (4.9%):
Alexandria Real Estate Equities, Inc.		85,265		10,588
AvalonBay Communities, Inc.		23,227		4,190
Brixmor Property Group, Inc.		170,045		3,627
Equity LifeStyle Properties, Inc.		89,100		6,139
Gaming and Leisure Properties, Inc.		76,584		3,982
Healthpeak Properties, Inc.		110,587		2,430
Invitation Homes, Inc.		215,500		7,191
Prologis, Inc.		58,218		7,292
Realty Income Corp.		70,309		4,418

See notes to financial statements.

Victory Portfolios III
Victory Value Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Ventas, Inc.		47,506	$	2,283
VICI Properties, Inc.		134,917		4,579
				56,719
Utilities (5.8%):
Constellation Energy Corp.		73,899		5,720
DTE Energy Co.		54,456		6,121
Duke Energy Corp.		60,153		5,948
Evergy, Inc.		55,414		3,442
Exelon Corp.		307,648		13,057
PPL Corp.		100,095		2,875
The AES Corp.		159,107		3,764
The Southern Co.		65,660		4,829
UGI Corp.		112,609		3,815
Vistra Corp.		754,986		18,014
				67,585
Total Common Stocks (Cost $1,011,169)				1,144,896
Collateral for Securities Loaned (0.5%)^
Goldman Sachs Financial Square Government Fund, Institutional Shares, 4.77% (c)		1,344,906		1,345
HSBC U.S. Government Money Market Fund, Institutional Shares, 4.76% (c)		1,344,906		1,345
Invesco Government & Agency Portfolio, Institutional Shares, 4.78% (c)		1,344,906		1,345
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 4.77% (c)		1,344,906		1,345
Total Collateral for Securities Loaned (Cost $5,380)				5,380
Total Investments (Cost $1,016,549) — 98.6%				1,150,276
Other assets in excess of liabilities — 1.4%				16,373
NET ASSETS — 100.00%			$	1,166,649

At April 30, 2023, the Fund's investments in foreign securities were 5.7% of net assets.

^ Purchased with cash collateral from securities on loan.

(a) Non-income producing security.

(b) All or a portion of this security is on loan.

ADR — American Depositary Receipt

LP — Limited Partnership

PLC — Public Limited Company

See notes to financial statements.

Victory Portfolios III

Statements of Assets and Liabilities
April 30, 2023

(Amounts in Thousands, Except Per Share Amounts)

	Victory Value Fund
Assets:
Investments, at value (Cost $1,016,549)	$	1,150,276	(a)
Cash		19,871
Receivables:
Interest and dividends		1,079
Capital shares issued		325
Investments sold		5,976
From Adviser		8
Prepaid expenses		13
Total Assets		1,177,548
Liabilities:
Payables:
Collateral received on loaned securities		5,380
Investments purchased		3,486
Capital shares redeemed		1,103
Accrued expenses and other payables:
Investment advisory fees		619
Administration fees		125
Custodian fees		9
Transfer agent fees		96
Compliance fees		1
Trustees' fees		—	(b)
12b-1 fees		—	(b)
Other accrued expenses		80
Total Liabilities		10,899
Net Assets:
Capital		1,045,015
Total accumulated earnings/(loss)		121,634
Net Assets	$	1,166,649
Net Assets
Fund Shares	$	729,941
Institutional Shares		436,604
Class A		104
Total	$	1,166,649
Shares (unlimited number of shares authorized with no par value):
Fund Shares		43,530
Institutional Shares		26,016
Class A		6
Total		69,552
Net asset value, offering and redemption price per share: (c)
Fund Shares	$	16.77
Institutional Shares		16.78
Class A		17.07
Maximum Sales Charge — Class A		5.75	%
Maximum offering price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share — Class A	$	18.11

(a) Includes $5,160 thousand of securities on loan.

(b) Rounds to less than $1 thousand.

See notes to financial statements.

Victory Portfolios III

Statements of Operations

(Amounts in Thousands)

	Victory Value Fund
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022
Investment Income:
Dividends	$	19,816		$	25,284
Interest		203			21
Securities lending (net of fees)		13			13
Foreign tax withholding		(71	)		(1	)
Total Income		19,961			25,317
Expenses:
Investment advisory fees		5,371			7,184
Administration fees — Fund Shares		824			1,213
Administration fees — Institutional Shares		309			350
Administration fees — Class A		—	(b)		—	(b)
Sub-Administration fees		27			52
12b-1 fees — Class A		—	(b)		—	(b)
Custodian fees		40			55
Transfer agent fees — Fund Shares		564			817
Transfer agent fees — Institutional Shares		309			350
Transfer agent fees — Class A		—	(b)		—	(b)
Trustees' fees		35			49
Compliance fees		8			8
Legal and audit fees		68			78
State registration and filing fees		48			56
Interfund lending fees		—			1
Other expenses		122			123
Recoupment of prior expenses waived/reimbursed by Adviser		—			48
Total Expenses		7,725			10,384
Expenses waived/reimbursed by Adviser		(40	)		(33	)
Net Expenses		7,685			10,351
Net Investment Income (Loss)		12,276			14,966
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities and foreign currency transactions		(10,850	)		122,544
Net change in unrealized appreciation/depreciation on investment securities		18,614			(125,131	)
Net realized/unrealized gains (losses) on investments		7,764			(2,587	)
Change in net assets resulting from operations	$	20,040		$	12,379

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Rounds to less than $1 thousand.

See notes to financial statements.

Victory Portfolios III

Statements of Changes in Net Assets

(Amounts in Thousands)

	Victory Value Fund
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021
From Investments:
Operations:
Net Investment Income (Loss)	$	12,276		$	14,966		$	13,557
Net realized gains (losses)		(10,850	)		122,544			98,636
Net change in unrealized appreciation/depreciation		18,614			(125,131	)		231,402
Change in net assets resulting from operations		20,040			12,379			343,595
Distributions to Shareholders:
Fund Shares		(55,837	)		(48,312	)		(11,994	)
Institutional Shares		(31,668	)		(23,853	)		(4,219	)
Class A		(8	)		(6	)		(98	)
Change in net assets resulting from distributions to shareholders		(87,513	)		(72,171	)		(16,311	)
Change in net assets resulting from capital transactions		114,104			73,080			(153,593	)
Change in net assets		46,631			13,288			173,691
Net Assets:
Beginning of period		1,120,018			1,106,730			933,039
End of period	$	1,166,649		$	1,120,018		$	1,106,730

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Statements of Changes in Net Assets

(Amounts in Thousands) (continued)

	Victory Value Fund
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021
Capital Transactions:
Fund Shares
Proceeds from shares issued	$	23,004		$	45,234		$	54,246
Distributions reinvested		55,308			47,728			11,845
Cost of shares redeemed		(72,201	)		(121,375	)		(188,167	)
Total Fund Shares	$	6,111		$	(28,413	)	$	(122,076	)
Institutional Shares
Proceeds from shares issued	$	90,766		$	135,197		$	8,135
Distributions reinvested		31,654			23,841			4,219
Cost of shares redeemed		(14,434	)		(57,515	)		(35,937	)
Total Institutional Shares	$	107,986		$	101,523		$	(23,583	)
Class A
Proceeds from shares issued	$	6		$	62		$	30
Distributions reinvested		5			4			1
Cost of shares redeemed		(4	)		(96	)		(7,965	)
Total Class A	$	7		$	(30	)	$	(7,934	)
Change in net assets resulting from capital transactions	$	114,104		$	73,080		$	(153,593	)
Share Transactions:
Fund Shares
Issued		1,360			2,456			3,277
Reinvested		3,319			2,599			770
Redeemed		(4,277	)		(6,602	)		(11,798	)
Total Fund Shares		402			(1,547	)		(7,751	)
Institutional Shares
Issued		5,160			6,987			523
Reinvested		1,898			1,297			274
Redeemed		(851	)		(3,124	)		(2,041	)
Total Institutional Shares		6,207			5,160			(1,244	)
Class A
Issued		1			3			2
Reinvested		—	(b)		—	(b)		—	(b)
Redeemed		—	(b)		(5	)		(442	)
Total Class A		1			(2	)		(440	)
Change in Shares		6,610			3,611			(9,435	)

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Rounds to less than 1 thousand shares.

See notes to financial statements.

Victory Portfolios III

Financial Highlights

For a Share Outstanding Throughout Each Period

	Victory Value Fund
	Fund Shares
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021			Year Ended July 31, 2020			Year Ended July 31, 2019			Year Ended July 31, 2018
Net Asset Value, Beginning of Period	$	17.79		$	18.65		$	13.57		$	19.32		$	22.01		$	21.55
Investment Activities:
Net investment income (loss)		0.18	(b)		0.23	(b)		0.21	(b)		0.26	(b)		0.25			0.21
Net realized and unrealized gains (losses)		0.12			0.03	(c)		5.12			(1.39	)		(0.54	)		1.84
Total from Investment Activities		0.30			0.26			5.33			(1.13	)		(0.29	)		2.05
Distributions to Shareholders from:
Net investment income		(0.20	)		(0.24	)		(0.19	)		(0.21	)		(0.24	)		(0.21	)
Net realized gains		(1.12	)		(0.88	)		(0.06	)		(4.41	)		(2.16	)		(1.38	)
Total Distributions		(1.32	)		(1.12	)		(0.25	)		(4.62	)		(2.40	)		(1.59	)
Net Asset Value, End of Period	$	16.77		$	17.79		$	18.65		$	13.57		$	19.32		$	22.01
Total Return (d) (e)		1.81	%		1.23	%		39.66	%		(9.43	)%		(0.11	)%		9.69	%
Ratios to Average Net Assets:
Net Expenses (f) (g) (h) (i)		0.91	%		0.91	%		0.92	%		0.96	%		0.96	%		0.99	%
Net Investment Income (Loss) (f)		1.41	%		1.28	%		1.29	%		1.69	%		1.35	%		1.10	%
Gross Expenses (f) (g)		0.91	%		0.91	%		0.92	%		0.97	%		0.96	%		0.99	%
Supplemental Data:
Net Assets at end of period (000's)	$	729,941		$	767,351		$	833,149		$	711,182		$	940,515		$	1,007,712
Portfolio Turnover (d) (j)		43	%		69	%		55	%		74	%		108	%(k)		29	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(d) Not annualized for periods less than one year.

(f) Annualized for periods less than one year.

(g) Does not include acquired fund fees and expenses, if any.

(h) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through November 30, 2023, instead of coinciding with the Fund's fiscal year end.

(j) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(k) Reflects increased trading activity due to current year transition or asset allocation shift.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Victory Value Fund
	Institutional Shares
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021			Year Ended July 31, 2020			Year Ended July 31, 2019			Year Ended July 31, 2018
Net Asset Value, Beginning of Period	$	17.80		$	18.67		$	13.58		$	19.33		$	22.00		$	21.54
Investment Activities:
Net investment income (loss)		0.18	(b)		0.24	(b)		0.22	(b)		0.27	(b)		0.28	(b)		0.23
Net realized and unrealized gains (losses)		0.12			0.03	(c)		5.13			(1.39	)		(0.55	)		1.84
Total from Investment Activities		0.30			0.27			5.35			(1.12	)		(0.27	)		2.07
Distributions to Shareholders from:
Net investment income		(0.20	)		(0.26	)		(0.20	)		(0.22	)		(0.24	)		(0.23	)
Net realized gains		(1.12	)		(0.88	)		(0.06	)		(4.41	)		(2.16	)		(1.38	)
Total Distributions		(1.32	)		(1.14	)		(0.26	)		(4.63	)		(2.40	)		(1.61	)
Net Asset Value, End of Period	$	16.78		$	17.80		$	18.67		$	13.58		$	19.33		$	22.00
Total Return (d) (e)		1.81	%		1.28	%		39.83	%		(9.40	)%		(0.02	)%		9.79	%
Ratios to Average Net Assets:
Net Expenses (f) (g) (h) (i)		0.86	%		0.86	%		0.84	%		0.88	%		0.88	%		0.91	%
Net Investment Income (Loss) (f)		1.46	%		1.33	%		1.36	%		1.75	%		1.42	%		1.18	%
Gross Expenses (f) (g)		0.87	%		0.86	%		0.85	%		0.89	%		0.88	%		0.91	%
Supplemental Data:
Net Assets at end of period (000's)	$	436,604		$	352,564		$	273,446		$	215,830		$	222,701		$	640,281
Portfolio Turnover (d) (j)		43	%		69	%		55	%		74	%		108	%(k)		29	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(d) Not annualized for periods less than one year.

(f) Annualized for periods less than one year.

(g) Does not include acquired fund fees and expenses, if any.

(h) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through November 30, 2023, instead of coinciding with the Fund's fiscal year end.

(j) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(k) Reflects increased trading activity due to current year transition or asset allocation shift.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Victory Value Fund
	Class A
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021			Year Ended July 31, 2020			Year Ended July 31, 2019			Year Ended July 31, 2018
Net Asset Value, Beginning of Period	$	18.12		$	18.59		$	13.48		$	19.24		$	21.91		$	21.46
Investment Activities:
Net investment income (loss)		0.15	(b)		0.40	(b)		0.16	(b)		0.23	(b)		0.20			0.15
Net realized and unrealized gains (losses)		0.12			0.01	(c)		5.17			(1.39	)		(0.55	)		1.83
Total from Investment Activities		0.27			0.41			5.33			(1.16	)		(0.35	)		1.98
Distributions to Shareholders from:
Net investment income		(0.20	)		—			(0.16	)		(0.19	)		(0.16	)		(0.15	)
Net realized gains		(1.12	)		(0.88	)		(0.06	)		(4.41	)		(2.16	)		(1.38	)
Total Distributions		(1.32	)		(0.88	)		(0.22	)		(4.60	)		(2.32	)		(1.53	)
Net Asset Value, End of Period	$	17.07		$	18.12		$	18.59		$	13.48		$	19.24		$	21.91
Total Return (excludes sales charges) (d) (e)		1.61	%		2.09	%		39.88	%		(9.66	)%		(0.44	)%		9.41	%
Ratios to Average Net Assets:
Net Expenses (f) (g) (h) (i)		1.16	%		0.03	%(j)		1.21	%		1.21	%		1.27	%(k)		1.30	%
Net Investment Income (Loss) (f)		1.16	%		2.16	%		1.02	%		1.45	%		1.03	%		0.79	%
Gross Expenses (f) (g)		17.55	%		13.91	%(l)		1.65	%		1.21	%		1.31	%		1.30	%
Supplemental Data:
Net Assets at end of period (000's)	$	104		$	103		$	135		$	6,027		$	8,613		$	9,807
Portfolio Turnover (d) (m)		43	%		69	%		55	%		74	%		108	%(n)		29	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(d) Not annualized for periods less than one year.

(f) Annualized for periods less than one year.

(g) Does not include acquired fund fees and expenses, if any.

(h) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through November 30, 2023, instead of coinciding with the Fund's fiscal year end.

(j) For the year ended July 31, 2022, the Class A net expense ratio includes the impact of the performance fee adjustment. If the performance fee adjustment of (1.24)% was not applied to the Class A net expense ratio, the Class A net expense ratio would have been 1.27%.

(k) Prior to December 1, 2018, USAA Asset Management Company (previous Investment Adviser) voluntarily agreed to limit the annual expenses of Class A to 1.30% of the Class A average daily net assets.

(l) The class specific expenses have significantly impacted the gross expense ratio due to fluctuations in Class A net assets.

(m) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(n) Reflects increased trading activity due to transition or asset allocation shift.

See notes to financial statements.

Victory Portfolios III

Notes to Financial Statements
April 30, 2023

1. Organization:

The accompanying financial statements are those of the Victory Value Fund (formerly USAA Value Fund) (the "Fund"). The Fund offers three classes of shares: Fund Shares, Institutional Shares, and Class A. The Fund is classified as diversified under the 1940 Act.

2. Significant Accounting Policies:

Investment Valuation:

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:

• Level 1 — quoted prices (unadjusted) in active markets for identical securities

• Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, or credit spreads, applicable to those securities, etc.)

• Level 3 — significant unobservable inputs (including the Adviser's assumptions in determining the fair value of investments)

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Investments in open-end investment companies, other than ETFs, are valued at their net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.

	Level 1		Level 2		Level 3		Total
Common Stocks	$	1,144,896	$	—	$	—	$	1,144,896
Collateral for Securities Loaned		5,380		—		—		5,380
Total	$	1,150,276	$	—	$	—	$	1,150,276

As of April 30, 2023, there were no transfers into/out of Level 3.

Real Estate Investment Trusts ("REITs"):

Investment Companies:

Open-End Funds:

Investment Transactions and Related Income:

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Securities Lending:

The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or repledged, except to satisfy borrower default.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of April 30, 2023.

Value of Securities on Loan				Non-Cash Collateral				Cash Collateral
$	5,160			$	—			$	5,380

Federal Income Taxes:

The Fund intends to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund had a tax year end of July 31, and effective April 30, 2023, the Fund changed its tax year end to April 30.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Allocations:

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the nine months ended April 30, 2023, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities
Purchases		Sales
$	519,309	$	486,610

4. Affiliated Fund Ownership:

Affiliated Victory Portfolios III Mutual Funds	Ownership %
Victory Cornerstone Conservative Fund		0.1
Victory Cornerstone Equity Fund		0.2

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.65% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Investment advisory fees.

The performance adjustment for each share class is accrued daily and calculated monthly by comparing the respective class' performance to that of the Lipper Multi-Cap Value Funds Index. The Lipper Multi-Cap Value Funds Index tracks the total return performance of the largest funds within the Lipper Multi-Cap Value Funds category.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

The performance period for each share class consists of the current month plus the previous 35 months. The following table is utilized to determine the extent of the performance adjustment:

Over/Under Performance Relative to Index (in basis points)^(a)		Annual Adjustment Rate (in basis points)
	+/- 100 to 400		+/- 4
	+/- 401 to 700		+/- 5
	+/- 701 and greater		+/- 6

(a) Based on the difference between the average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point.

Under the performance fee arrangement, each class pays a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper Multi-Cap Value Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period August 1, 2022, to April 30, 2023, performance adjustments were $(156), $(50), and less than $(1) for Fund Shares, Institutional Shares, and Class A, in thousands, respectively. Performance adjustments were (0.03)%, (0.02)%, and (0.11)% for Fund Shares, Institutional Shares, and Class A, respectively. For the period August 1, 2021, to July 31, 2022, performance adjustments were $(271), $(76), and $(1) for Fund Shares, Institutional Shares, and Class A, in thousands, respectively. Performance adjustments were less (0.03)%, (0.02)%, and (1.24)% for Fund Shares, Institutional Shares, and Class A, respectively. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019, permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the nine months ended April 30, 2023, and for the year ended July 31, 2022, the Fund had no subadvisers.

Administration and Servicing Fees:

VCM also serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15%, 0.10%, and 0.15%, which is based on the Fund's average daily net assets of the Fund Shares, Institutional Shares, and Class A, respectively. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Administration fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Fund reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Sub-Administration fees.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. The funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Compliance fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser, provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual charge of $23 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent fees for Institutional Shares and Class A are paid monthly based on a fee accrued daily at an annualized rate of 0.10% and 0.10%, respectively, of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Transfer agent fees.

Distributor/Underwriting Services:

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% of the average daily net assets of Class A. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activity primarily intended to result in the sale of Class A. Amounts incurred and paid to the Distributor for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions in connection with sales of Class A. For the nine months ended April 30, 2023, the Distributor received less than $1 thousand from commissions earned in connection with sales of Class A. For the year ended July 31, 2022, the Distributor received less than $1 thousand from commissions earned in connection with sales of Class A.

Other Fees:

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least November 30, 2023. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limits for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Performance adjustments, acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of April 30, 2023, the expense limits (excluding voluntary waivers) were 0.96%, 0.88%, and 1.27% for Fund Shares, Institutional Shares, and Class A, respectively.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Expires 2023				Expires 2024				Expires 2025				Expires 2026				Total
$	12			$	32			$	33			$	40			$	117

As of July 31, 2022, the following amounts were available to be repaid to the Adviser (amounts in thousands).

Expires 2023				Expires 2024				Expires 2025				Total
$	30			$	32			$	33			$	95

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the nine months ended April 30, 2023, and the year ended July 31, 2022.

6. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Investment Style Risk — The Fund uses a value-oriented investment strategy to select investments. The strategy may be out of favor or may not produce the intended results over short or longer time periods. The strategy may, at times, substantially underperform funds that utilize other investment strategies, such as growth.

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, terrorism, trade disputes, inflation rates, interest rate levels and other fiscal and monetary policy changes, cybersecurity incidents, pandemics and other public health crises, sanctions against a particular foreign country, its nationals, businesses or industries and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, or other catastrophes, may add to instability in global economies and markets generally, and may lead to increased market volatility. Global economies and financial markets are highly interconnected, which increases the possibility that conditions in one country or region might adversely affect issuers in another country or region. The impact of these and other factors may be short-term or may last for extended periods.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

7. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the nine months ended April 30, 2023, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from August 1, 2021, through June 27, 2022, interest was based on the one-month London Interbank Offered Rate ("LIBOR") plus one percent. For the period June 28, 2022, through April 30, 2023, interest was based on the one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent. The Fund did not experience a material financial impact transitioning from LIBOR to SOFR. Effective with the next amendment on June 27, 2023, the annual commitment fee of 0.15% will remain unchanged. Interest charged to the Fund during the period, if applicable, is reflected on the Statements of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the nine months ended April 30, 2023, and the year ended July 31, 2022.

Interfund Lending:

The Trust and the Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other fund in the Victory Funds Complex that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending.

The Fund did not utilize or participate in the Facility during the nine months ended April 30, 2023.

The average borrowing or lending for the days outstanding and average interest rate for the Fund during the year ended July 31, 2022, were as follows (amounts in thousands):

Borrower or Lender				Amount Outstanding at July 31, 2022				Average Borrowing*				Average Interest Rate*				Maximum Borrowing During the Period
Borrower				$	—			$	3,349				1.11	%		$	4,607

* Based on the number of days borrowings were outstanding for the year ended July 31, 2022.

8. Federal Income Tax Information:

The Fund intends to distribute any net investment income annually. Distributable net realized gains, if any, are declared and paid at least annually.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

As of April 30, 2023, on the Statement of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows (amounts in thousands):

Total Accumulated Earnings/(Loss)				Capital
$	(106	)		$	106

Nine Months Ended April 30, 2023
Distributions Paid From
Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid
$	13,655	$	73,858	$	87,513

Year Ended July 31, 2022						Year Ended July 31, 2021
Distributions Paid From						Distributions Paid From
Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid		Ordinary Income		Total Distributions Paid
$	31,161	$	41,010	$	72,171	$	16,311	$	16,311

As of April 30, 2023, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed Ordinary Income				Accumulated Earnings				Accumulated Capital and Other Losses				Unrealized Appreciation (Depreciation)*				Total Accumulated Earnings (Loss)
$	5,764			$	5,764			$	(10,801	)		$	126,671			$	121,634

Short-Term Amount				Long-Term Amount				Total
$	10,801			$	—			$	10,801

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Cost of Investments for Federal Tax Purposes				Gross Unrealized Appreciation				Gross Unrealized Depreciation				Net Unrealized Appreciation (Depreciation)
$	1,023,605			$	179,729			$	(53,058	)		$	126,671

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of Victory Value Fund (Formerly USAA Value Fund)

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Victory Value Fund (formerly USAA Value Fund) (the "Fund") (one of the funds constituting Victory Portfolios III (formerly USAA Mutual Funds Trust) (the "Trust")), including the schedule of portfolio investments as of April 30, 2023, and the related statements of operations for the period from August 1, 2022 through April 30, 2023 and the year ended July 31, 2022, the statements of changes in net assets for the period from August 1, 2022 through April 30, 2023 and each of the two years in the period ended July 31, 2022, the financial highlights for the period from August 1, 2022 through April 30, 2023 and each of the five years in the period ended July 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting Victory Portfolios III) at April 30, 2023, the results of its operations for the period from August 1, 2022 through April 30, 2023 and the year ended July 31, 2022, the changes in its net assets for the period from August 1, 2022 through April 30, 2023 and each of the two years in the period ended July 31, 2022, and its financial highlights for the period from August 1, 2022 through April 30, 2023 and each of the five years in the period ended July 31, 2022, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2023, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
June 28, 2023

Victory Portfolios III

Supplemental Information
April 30, 2023

(Unaudited)

Trustee and Officer Information

Board of Trustees:

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Independent Trustees

Jefferson C. Boyce
(September 1957)

Independent Chair

Trustee since September 2013, Independent Chair since January 2021

Retired.

Westhab, Inc., New York Theological Seminary, American Filtration Corp.

Dawn M. Hawley
(February 1954)

Trustee

Trustee since April 2014

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Daniel S. McNamara
(June 1966)

Trustee

Trustee since January 2012

None

Paul L. McNamara
(July 1948)

Trustee

Trustee since January 2012

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Richard Y. Newton, III (January 1956)

Trustee

Trustee since March 2017

Terran Orbital Corp., American Made Filtration Corp.

Barbara B. Ostdiek, Ph.D.
(March 1964)

Trustee

Trustee since January 2008

None

John C. Walters
(February 1962)

Trustee

Trustee since July 2019

Retired.

Guardian Variable Products Trust (16 series)

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Fund

Term of
Office and
Length of
Time Served

Principal Occupation(s) Held
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Interested Trustee

David C. Brown
(May 1972)

Trustee

Trustee since July 2019

45 portfolios within the Trust; 40 portfolios within the Victory Portfolios, 25 series within the Victory Portfolios II, and 6 series within the Victory Variable Insurance Funds

None

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Officers of the Trust

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

James K. De Vries
(April 1969)

President

March 2018*

Scott Stahorsky
(July 1969)

Vice President

July 2019

Thomas Dusenberry
(July 1977)

Secretary

June 2022

Allan Shaer,
(March 1965)

Treasurer

July 2019*

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

Christopher Ponte,
(March 1984)

Assistant Treasurer

May 2023

Carol D. Trevino
(October 1965)

Assistant Treasurer

September
2018

Director, Financial Reporting, Fund Administration (5/1/23-present); Director, Accounting and Finance, the Adviser (7/1/19-4/30/23); Accounting/Financial Director, USAA (12/13-6/30/19). Ms. Trevino also serves as Assistant Treasurer of Victory Portfolios, Victory Portfolios II, and Victory Variable Insurance Funds (2/28/23-present).

Charles Booth
(April 1960)

Anti-Money Laundering Compliance Officer and Identity Theft Officer

July 2019

Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (2007-present).

Sean Fox
(September 1976)

Chief Compliance Officer

June 2022

* Effective May 1, 2023, Mr. De Vries resigned as Treasurer and accepted the position of President, and Mr. Shaer resigned as Assistant Treasurer and accepted the position of Treasurer.

Effective May 1, 2023, Christopher Dyer resigned as the President of the Trust.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent 12 months ended June 30 is available on the SEC's website at sec.gov.

Availability of Schedules of Portfolio Investments:

Expense Examples

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from November 1, 2022, through April 30, 2023.

	Beginning Account Value 11/1/22		Actual Ending Account Value 4/30/23		Hypothetical Ending Account Value 4/30/23		Actual Expenses Paid During Period 11/1/22- 4/30/23*		Hypothetical Expenses Paid During Period 11/1/22- 4/30/23*		Annualized Expense Ratio During Period 11/1/22- 4/30/23
Fund Shares	$	1,000.00	$	1,047.00	$	1,020.28	$	4.62	$	4.56		0.91	%
Institutional Shares		1,000.00		1,047.00		1,020.48		4.42		4.36		0.87	%
Class A		1,000.00		1,046.20		1,019.29		5.63		5.56		1.11	%

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Additional Federal Income Tax Information

Dividends Received Deduction (corporate shareholders)				Qualified Dividend Income (non-corporate shareholders)				Long-Term Capital Gain Distributions
	83	%			86	%		$	73,858

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

Victory Value Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of Victory Portfolios III Trust (the "Trust") held on December 8-9, 2022, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 8-9, 2022 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 21, 2022.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

Advisory Agreement

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management program, (iv) derivatives risk management program, and (v) cybersecurity programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's net management fee rate, which includes advisory and administrative services and the effects of any performance adjustment, was above the medians of its expense group and its expense universe. The data indicated that the Fund's total expenses were above the median of its expense group and were below the median of its expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund.

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe and its Lipper index for the one-year period ended June 30, 2022, and was below the average of its performance universe and its Lipper index for the three-, five- and ten-year periods ended June 30, 2022. The Board took into account management's discussion of the Fund's performance, including the reasons for the Fund's underperformance for certain periods, and also took into account the Fund's more recent improved performance.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

allocation of certain costs to the Fund. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board also considered the effect of the change in size, if any, of each of the Fund's classes on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than some expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices and the Adviser is appropriately monitoring the Fund's performance; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and its affiliates and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Liquidity Risk Management Program:

The Victory Portfolio III Funds (the "Trust") have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage the Fund's liquidity risk, taking into consideration the Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short- and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The Trust's Board of Trustees approved the appointment of the Fund's investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.

At a meeting held on March 10, 2023, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-RN (prior to August 2022, Form N-LIQUID) and recommended no material changes to the LRMP.

Privacy Policy

Protecting the Privacy of Information

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic, and procedural safeguards to guard your personal information.*

P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our website at:				Call
vcm.com				(800) 235-8396

40846-0723

April 30, 2023

Annual Report

Victory Income Fund

(Formerly USAA^® Income Fund)

vcm.com

News, Information And Education 24 Hours A Day, 7 Days A Week

• Detailed performance records

• Daily share prices

• The latest fund news

• Investment resources to help you become a better investor

• A section dedicated to investment professionals

Victory Portfolios III

TABLE OF CONTENTS

Shareholder Letter (Unaudited)					2
Manager's Commentary (Unaudited)					4
Investment Overview (Unaudited)					6
Investment Objective & Portfolio Holdings (Unaudited)					7
Schedule of Portfolio Investments					8
Financial Statements
Statement of Assets and Liabilities					39
Statements of Operations					40
Statements of Changes in Net Assets					41
Financial Highlights					44
Notes to Financial Statements					48
Report of Independent Registered Public Accounting Firm					61
Supplemental Information (Unaudited)					62
Trustee and Officer Information					62
Proxy Voting and Portfolio Holdings Information					68
Expense Examples					68
Additional Federal Income Tax Information					69
Advisory Contract Approval					70
Liquidity Risk Management Program					73
Privacy Policy (inside back cover)

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

For more specific information, please consult your tax adviser.

• NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE

(Unaudited)

Dear Shareholder,

If you are reading this letter but double-checking your calendar, be assured there's no mistake. The annual reporting period for your Victory Mutual Fund (formerly USAA^® Mutual Fund) has shifted from a fiscal year ended July 31^st to a fiscal year ended April 30^th. This change has no impact on any of your investments and simply aims to help us improve efficiencies and reduce operational costs. Therefore, this letter covers an abbreviated "annual" period from August 1, 2022, through April 30, 2023. Future annual reports will cover the 12-month period ended April 30 going forward.

From all of us here at Victory Capital, thank you for your ongoing confidence and for letting us help you work toward your investment goals.

James De Vries

President,
Victory Funds

Victory Income Fund

Managers' Commentary
(Unaudited)

• What were the market conditions over the reporting period?

The markets experienced quite a bit of volatility over the last nine months, driven in part by one of the fastest U.S. Federal Reserve (the "Fed") interest rate hiking cycles in history. The aggressive rate hikes were the Fed's attempt to bring down inflation, which has remained relatively elevated, but has come down quite a bit from its highs. As measured by the Consumer Price Index, the inflation level fell from a high of 9.1% in June 2022 to a low of 4.9% in April 2023. Interest rates, as represented by the 10-Year U.S. Treasury, moved from its nadir of 2.60% in August to its zenith of 4.25% in October. Rates have since moved lower as the economy has weakened and expectations increase for the Fed to begin cutting rates soon, with the 10-Year U.S. Treasury settling in at 3.44% at the end of April.

Similarly, credit spreads (as measured by the Bloomberg U.S. Corporate option adjusted spread index) gyrated quite a bit during the period, hitting a high of 164 basis points ("bps") in October and a low of 114 bps in February. (A basis point is 1/100^th of a percentage point.) Credit spreads widened again in the wake of three regional bank failures in March. Most of the widening occurred in the banking and financial sectors, while industrial spreads did not widen that much. However, spreads were relatively unchanged at the end of the period at 135 bps, down from 143 bps at the start of the reporting period.

After a turbulent year in 2022, the markets have recovered somewhat. The S&P 500 was up 2.27% for the period after posting a loss of 18.11% for all of 2022. Similarly, the bond market did better, but still posted a loss, with the Bloomberg U.S. Aggregate Bond Index down 1.89% for the period, but down 13.01% in 2022.

The combination of the rapid interest rate increases coupled with high prices that affected most everyone (food, electricity, gasoline, etc.) has taken its toll on the economy, as quarterly real gross domestic product has slowed from 3.2% in the third quarter of 2022 to 1.1% in the first quarter of 2023. Furthermore, one of the best indicators of recession, a negative spread between the 10-Year U.S. Treasury and the 3-month U.S. Treasury Bill, has been consistently negative since November. As a result, the market is expecting the Fed to begin cutting rates as early as September 2023.

• How did the Victory Income Fund (the "Fund") perform during the reporting period?

The Fund has four share classes: Fund Shares, Institutional Shares, Class A, and Class R6. The Fund's fiscal year-end changed this year to April 30 from July 31, resulting in a shorter reporting period for fiscal year ended 2023. For the nine-month reporting period ended the Fund Shares, Institutional Shares, Class A, and Class R6 had total returns (at net asset value) of –0.64, 0.62%, –0.83%, and –0.58%, respectively. This compares to returns of –1.89% for the Bloomberg U.S. Aggregate Bond Index (the "Index") and –1.48% for the Lipper A Rated Bond Funds Index.

• What strategies did you employ during the reporting period?

The Fund earned a negative total return during the reporting period but outperformed the Index, which also had negative returns during the reporting period. The negative

Victory Income Fund

Managers' Commentary (continued)

total returns for both the Fund and the Index were primarily driven by the overall increase in interest rates during the reporting period. An overweight allocation to corporate securities, asset-backed securities, and taxable municipal securities benefited performance, as did the fund's underweight allocation to agency residential mortgage-backed securities. Reflecting the portfolio's diversification, the Fund's results were spread among a variety of sectors. Within corporate bonds, the Fund benefited from investments in food and beverage, manufacturing, energy, and airlines. Exposures to banking and office real estate investment trusts weighed on performance. From a credit risk perspective, BBBs, single As, and double A's provided the most outperformance, while AAAs underperformed the Index. We continued to adhere to our disciplined investment approach, which seeks to maintain an attractive yield with an acceptable level of risk.

In keeping with our investment process, we continued to build the portfolio bond by bond. We seek ideas where our fundamental understanding of the credit risk is different than that of the market, working with our team of analysts to evaluate each potential investment individually. During the reporting period, we continued to find attractive opportunities to deploy capital as we seek to take advantage of relative value opportunities across the fixed income market. Our analysts continued to analyze and monitor every holding in the portfolio. We are committed to building a portfolio diversified among multiple asset classes and across a large number of issuers. To minimize the Fund's exposure to potential surprises, we limit the positions we take in any one issuer.

Thank you for allowing us to assist you with your investment needs.

Victory Income Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended April 30, 2023

Fund Shares

Institutional
Shares

Class A

Class R6

INCEPTION DATE

3/4/74

8/1/08

8/2/10

12/1/16

Net Asset
Value

Maximum
Offering
Price

Net Asset
Value

Bloomberg
U.S.
Aggregate
Bond Index¹

Lipper
A Rated
Bond Funds
Index²

One Year

–0.53

–0.49

–0.76

–2.97

–0.44

–0.43

–0.52

Five Year

1.83

1.89

1.60

1.14

1.99

1.18

2.12

Ten Year

2.03

2.10

1.78

1.55

N/A

1.32

2.26

Since Inception

N/A

2.20

N/A

The maximum offering price figures reflect a maximum sales charge of 2.25% for Class A. Net Asset Value does not reflect sales charges. Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower.

Victory Income Fund — Growth of $10,000

¹The unmanaged Bloomberg U.S. Aggregate Bond Index is a broad-based flagship benchmark that measures the investment grade, U.S. dollar-denominated, fixed rate taxable bond market. The index includes U.S. Treasurys, government-related and corporate securities, MBS (agency fixed-rate and hybrid ARM pass-throughs), ABS and CMBS (agency and nonagency). This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²The unmanaged Lipper A Rated Bond Funds Index tracks the total return performance of funds within the Lipper Corporate Debt Funds A Rated category. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Victory Portfolios III
Victory Income Fund

April 30, 2023

(Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks maximum current income without undue risk to principal.

Asset Allocation*:

April 30, 2023

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Victory Portfolios III
Victory Income Fund

Schedule of Portfolio Investments
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Asset-Backed Securities (7.3%)
Aligned Data Centers Issuer LLC, Series 2021-1A, Class A2, 1.94%, 8/15/46, Callable 8/15/24 @ 100 (a)	$	8,500	$	7,524
American Credit Acceptance Receivables Trust, Series 2022-1, Class C, 2.12%, 3/13/28, Callable 10/13/24 @ 100 (a)		3,500		3,372
American Credit Acceptance Receivables Trust, Series 2022-1, Class B, 1.68%, 9/14/26, Callable 10/13/24 @ 100 (a)		2,500		2,467
Amur Equipment Finance Receivables X LLC, Series 2022-1A, Class B, 2.20%, 1/20/28, Callable 9/20/25 @ 100 (a)		3,500		3,218
ARI Fleet Lease Trust, Series 2022-A, Class A3, 3.43%, 1/15/31, Callable 2/15/25 @ 100 (a)		2,286		2,210
ARI Fleet Lease Trust, Series 2022-A, Class B, 3.79%, 1/15/31, Callable 2/15/25 @ 100 (a)		1,400		1,337
Avis Budget Rental Car Funding AESOP LLC, Series 2022-5A, Class B, 7.09%, 4/20/27 (a)		3,500		3,610
Avis Budget Rental Car Funding AESOP LLC, Series 2018-2A, Class B, 4.27%, 3/20/25, Callable 4/20/24 @ 100 (a)		5,250		5,175
Avis Budget Rental Car Funding AESOP LLC, Series 2019-2A, Class B, 3.55%, 9/22/25, Callable 10/20/24 @ 100 (a)		7,500		7,269
Carmax Auto Owner Trust, Series 2023-2, Class B, 5.18%, 11/15/28, Callable 3/15/27 @ 100		5,000		5,039
CarMax Auto Owner Trust, Series 2020-2, Class B, 2.90%, 8/15/25, Callable 4/15/24 @ 100		3,611		3,513
Carvana Auto Receivables Trust, Series 2021-N4, Class A2, 1.80%, 9/11/28, Callable 9/10/26 @ 100		2,750		2,538
CCG Receivables Trust, Series 2020-1, Class C, 1.84%, 12/14/27, Callable 4/14/24 @ 100 (a)		2,000		1,889
CCG Receivables Trust, Series 2023-1, Class A2, 5.82%, 9/16/30, Callable 11/14/25 @ 100 (a)		2,750		2,781
CF Hippolyta Issuer LLC, Series 2021-1A, Class A1, 1.53%, 3/15/61, Callable 3/15/24 @ 100 (a)		2,827		2,486
Chesapeake Funding II LLC, Series 2023-1A, Class C, 6.07%, 5/15/35, Callable 12/15/25 @ 100 (a)		1,000		1,006
CIT Education Loan Trust, Series 2007-1, Class B, 5.43% (LIBOR03M+30bps), 6/25/42, Callable 6/25/30 @ 100 (a) (b)		2,965		2,561
CNH Equipment Trust, Series 2020-A, Class B, 2.30%, 10/15/27, Callable 4/15/24 @ 100		1,100		1,065
Conn's Receivables Funding LLC, Series 2022-A, Class B, 9.52%, 12/15/26, Callable 6/15/24 @ 100 (a)		5,000		4,992
CPS Auto Receivables Trust, Series 2022-D, Class B, 6.84%, 1/16/29, Callable 11/15/26 @ 100 (a)		2,360		2,444
Credit Acceptance Auto Loan Trust, Series 2021-2A, Class B, 1.26%, 4/15/30, Callable 11/15/24 @ 100 (a)		5,885		5,535
Credit Acceptance Auto Loan Trust, Series 2022-3A, Class B, 7.52%, 12/15/32, Callable 10/15/26 @ 100 (a)		3,500		3,628
Credit Acceptance Auto Loan Trust, Series 2021-3A, Class A, 1.00%, 5/15/30, Callable 11/15/24 @ 100 (a)		2,327		2,256
Dell Equipment Finance Trust, Series 2023-1, Class A3, 5.65%, 9/22/28, Callable 10/22/25 @ 100 (a)		2,000		2,027

See notes to financial statements.

Victory Portfolios III
Victory Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Diamond Infrastructure Funding LLC, Series 2021-1A, Class A, 1.76%, 4/15/49, Callable 9/20/25 @ 100 (a)	$	5,667	$	4,901
Diamond Issuer, Series 2021-1A, Class A, 2.31%, 11/20/51, Callable 11/20/25 @ 100 (a)		4,875		4,254
Encina Equipment Finance LLC, Series 2021-1A, Class A2, 0.74%, 12/15/26, Callable 2/15/24 @ 100 (a)		496		492
Enterprise Fleet Financing LLC, Series 2023-1, Class A3, 5.42%, 10/22/29,
Callable 11/20/26 @ 100 (a)		2,222		2,255
Enterprise Fleet Financing LLC, Series 2022-4, Class A3, 5.65%, 10/22/29, Callable 7/20/26 @ 100 (a)		4,000		4,073
Evergreen Credit Card Trust, Series 2022-CRT1, Class C, 6.19%, 7/15/26 (a)		4,500		4,442
Evergreen Credit Card Trust, Series 2023-CRT3, Class C, 7.31%, 2/16/27 (a)		2,118		2,148
Evergreen Credit Card Trust, Series 2022-CRT2, Class C, 7.44%, 11/15/26 (a)		3,750		3,766
Exeter Automobile Receivables Trust, Series 2019-2A, Class D, 3.71%, 3/17/25, Callable 12/15/23 @ 100 (a)		5,230		5,179
ExteNet LLC, Series 2019-1A, Class A2, 3.20%, 7/26/49, Callable 5/25/23 @ 100 (a)		5,625		5,356
First Investors Auto Owner Trust, Series 2019-2A, Class C, 2.71%, 12/15/25, Callable 12/15/23 @ 100 (a)		982		979
FirstKey Homes Trust, Series 2021-SFR2, Class B, 1.61%, 9/17/38 (a)		6,538		5,753
Flagship Credit Auto Trust, Series 2020-2, Class D, 5.75%, 4/15/26, Callable 2/15/25 @ 100 (a)		3,898		3,879
Flagship Credit Auto Trust, Series 2018-3, Class D, 4.15%, 12/16/24, Callable 2/15/24 @ 100 (a)		601		597
Ford Credit Auto Owner Trust, Series 2020-1, Class C, 2.54%, 8/15/31, Callable 2/15/25 @ 100 (a)		4,000		3,784
Ford Credit Auto Owner Trust, Series 2020-1, Class A, 2.04%, 8/15/31, Callable 2/15/25 @ 100 (a)		5,333		5,059
Ford Credit Auto Owner Trust, Series 2023-1, Class B, 5.29%, 8/15/35, Callable 2/15/28 @ 100 (a)		2,467		2,531
Foursight Capital Automobile Receivables Trust, Series 2021-1, Class B, 0.87%, 1/15/26, Callable 4/15/24 @ 100 (a)		2,309		2,281
GLS Auto Receivables Issuer Trust, Series 2019-2A, Class D, 4.52%, 2/17/26, Callable 11/15/23 @ 100 (a)		2,400		2,375
GLS Auto Receivables Issuer Trust, Series 2021-3A, Class B, 0.78%, 11/17/25, Callable 5/15/25 @ 100 (a)		5,050		4,978
GM Financial Consumer Automobile Receivables Trust, Series 2020-2, Class B, 2.54%, 8/18/25, Callable 1/16/24 @ 100		1,500		1,466
Golden Credit Card Trust, Series 2021-1A, Class C, 1.74%, 8/15/28 (a)		4,467		3,978
Golden Credit Card Trust, Series 2021-1A, Class B, 1.44%, 8/15/28 (a)		9,000		7,979
GTE Auto Receivables Trust, Series 2023-1, Class A4, 5.12%, 4/16/29, Callable 5/15/27 @ 100 (a)		7,000		7,017
Hertz Vehicle Financing III LP, Series 2021-2A, Class C, 2.52%, 12/27/27 (a)		3,667		3,173
Hertz Vehicle Financing LLC, Series 2021-1A, Class C, 2.05%, 12/26/25 (a)		2,000		1,851
Hertz Vehicle Financing LLC, Series 2022-4A, Class B, 4.12%, 9/25/26, Callable 9/25/25 @ 100 (a)		2,000		1,920

See notes to financial statements.

Victory Portfolios III
Victory Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Hertz Vehicle Financing LLC, Series 2022-2A, Class C, 2.95%, 6/26/28, Callable 6/25/27 @ 100 (a)	$	3,500	$	3,026
HPEFS Equipment Trust, Series 2021-2A, Class C, 0.88%, 9/20/28, Callable 7/20/24 @ 100 (a)		7,686		7,407
HPEFS Equipment Trust, Series 2022-1A, Class C, 1.96%, 5/21/29, Callable 4/20/25 @ 100 (a)		1,000		944
JPMorgan Chase Bank NA, Series 2021-1, Class B, 0.88%, 9/25/28, Callable 3/25/25 @ 100 (a)		2,427		2,350
JPMorgan Chase Bank NA, Series 2021-3, Class C, 0.86%, 2/26/29, Callable 2/25/25 @ 100 (a)		2,117		2,002
LAD Auto Receivables Trust, Series 2021-1A, Class C, 2.35%, 4/15/27, Callable 6/15/25 @ 100 (a)		1,500		1,363
LAD Auto Receivables Trust, Series 2023-1A, Class B, 5.59%, 8/16/27, Callable 11/15/26 @ 100 (a)		2,400		2,371
Master Credit Card Trust, Series 2022-2A, Class C, 2.73%, 7/21/28 (a)		2,344		2,102
Master Credit Card Trust, Series 2021-1A, Class B, 0.79%, 11/21/25 (a)		1,615		1,528
Master Credit Card Trust, Series 2021-1A, Class C, 1.06%, 11/21/25 (a)		4,500		4,250
Master Credit Card Trust II, Series 2022-1A, Class C, 2.27%, 7/21/26 (a)		3,000		2,805
MMAF Equipment Finance LLC, Series 2017-AA, Class A5, 2.68%, 7/16/27, Callable 5/16/26 @ 100 (a)		94		94
MMAF Equipment Finance LLC, Series 2022-A, Class A4, 3.32%, 6/13/44 (a)		1,500		1,436
MVW LLC, Series 2021-1WA, Class A, 1.14%, 1/22/41, Callable 8/20/26 @ 100 (a)		933		859
Navient Student Loan Trust, Series 2015-2, Class B, 6.52% (LIBOR01M+150bps), 8/25/50, Callable 9/25/31 @ 100 (b)		3,000		2,684
Navient Student Loan Trust, Series 2018-2A, Class B, 6.17% (LIBOR01M+115bps), 3/25/67, Callable 11/25/34 @ 100 (a) (b)		3,500		3,155
Nelnet Student Loan Trust, Series 2005-4, Class B, 5.23% (LIBOR03M+28bps), 9/22/35, Callable 12/22/25 @ 100 (b)		873		764
NP SPE II LLC, Series 2017-1A, Class A2, 4.22%, 10/21/47, Callable 5/20/23 @ 100 (a)		15,625		14,551
NP SPE II LLC, Series 2019-2A, Class C1, 6.44%, 11/19/49, Callable 11/19/23 @ 100 (a)		6,143		5,500
Pawneee Equipment Receivables LLC, Series 2022-1, Class B, 5.40%, 7/17/28, Callable 9/15/26 @ 100 (a)		1,000		985
Progress Residential Trust, Series 2021-SFR6, Class B, 1.75%, 7/17/38, Callable 7/17/26 @ 100 (a)		3,938		3,476
Progress Residential Trust, Series 2021-SFR6, Class A, 1.52%, 7/17/38, Callable 7/17/26 @ 100 (a)		4,395		3,923
PSNH Funding LLC, Series 2018-1, Class A3, 3.81%, 2/1/35		15,545		14,874
Santander Bank Auto Credit-Linked Notes, Series 2022-A, Class B, 5.28%, 5/15/32, Callable 9/15/25 @ 100 (a)		2,870		2,804
Santander Bank Auto Credit-Linked Notes, Series 2022-B, Class C, 5.92%, 8/16/32, Callable 12/15/25 @ 100 (a)		1,872		1,864
Santander Consumer Auto Receivables Trust, Series 2020-AA, Class D, 5.49%, 4/15/26, Callable 9/15/24 @ 100 (a)		1,500		1,492
Santander Drive Auto Receivables Trust, Series 2022-3, Class B, 4.13%, 8/16/27, Callable 5/15/25 @ 100		3,188		3,127
Santander Retail Auto Lease Trust, Series 2021-C, Class B, 0.83%, 3/20/26, Callable 6/20/24 @ 100 (a)		3,500		3,337

See notes to financial statements.

Victory Portfolios III
Victory Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
SCF Equipment Leasing LLC, Series 2020-1A, Class A3, 1.19%, 10/20/27, Callable 3/20/25 @ 100 (a)	$	2,584	$	2,547
SCF Equipment Leasing LLC, Series 2020-1A, Class B, 2.02%, 3/20/28, Callable 3/20/25 @ 100 (a)		3,824		3,673
SCF Equipment Leasing LLC, Series 2022-2A, Class B, 6.50%, 2/20/32, Callable 8/20/29 @ 100 (a)		1,071		1,065
SLM Student Loan Trust, Series 2006-10, Class B, 5.48% (LIBOR03M+22bps), 3/25/44, Callable 4/25/32 @ 100 (b)		1,276		1,165
SLM Student Loan Trust, Series 2005-9, Class B, 5.56% (LIBOR03M+30bps), 1/25/41, Callable 10/25/30 @ 100 (b)		1,078		979
SLM Student Loan Trust, Series 2006-9, Class B, 5.49% (LIBOR03M+23bps), 1/25/41, Callable 7/25/33 @ 100 (b)		3,498		3,327
SLM Student Loan Trust, Series 2007-7, Class B, 6.01% (LIBOR03M+75bps), 10/27/70, Callable 10/25/24 @ 100 (b)		5,740		5,678
SLM Student Loan Trust, Series 2012-6, Class B, 6.02% (LIBOR01M+100bps), 4/27/43, Callable 12/25/29 @ 100 (b)		20,862		18,891
SLM Student Loan Trust, Series 2007-1, Class B, 5.48% (LIBOR03M+22bps), 1/27/42, Callable 7/25/29 @ 100 (b)		4,490		3,960
SLM Student Loan Trust, Series 2003-14, Class B, 5.81% (LIBOR03M+55bps), 10/25/65, Callable 7/25/28 @ 100 (b)		1,039		945
Synchrony Credit Card Master Note Trust, Series 2018-2, Class C, 3.87%, 5/15/26		10,417		10,411
Toyota Auto Loan Extended Note Trust, Series 2021-1A, Class A, 1.07%, 2/27/34, Callable 2/25/26 @ 100 (a) (c)		5,500		4,988
Toyota Lease Owner Trust, Series 2023-A, Class A4, 5.05%, 8/20/27, Callable 10/20/25 @ 100 (a)		3,333		3,342
Trillium Credit Card Trust II, Series 2023-2A, Class C, 6.32%, 3/28/33 (a)		3,603		3,602
VB-S1 Issuer LLC, Series 2022-1A, Class D, 4.29%, 2/15/52, Callable 2/15/26 @ 100 (a)		2,438		2,228
VB-S1 Issuer LLC — VBTEL, Series 2022-1A, Class C2I, 3.16%, 2/15/52, Callable 2/15/26 @ 100 (a)		4,000		3,625
WEPCO Environmental Trust Finance I LLC, Series 2021-1, Class A, 1.58%, 12/15/35		8,024		6,952
Westlake Automobile Receivables Trust, Series 2021-2A, Class B, 0.62%, 7/15/26, Callable 1/15/25 @ 100 (a)		6,500		6,367
Total Asset-Backed Securities (Cost $372,928)				355,226
Collateralized Mortgage Obligations (4.8%)
Aventura Mall Trust, Series 2018-AVM, Class D, 4.25%, 7/5/40 (a) (c)		4,000		3,332
Aventura Mall Trust, Series 2018-AVM, Class A, 4.25%, 7/5/40 (a) (c)		5,000		4,650
BAMLL Commercial Mortgage Securities Trust, Series 2015-200P, Class B, 3.49%, 4/14/33, Callable 4/14/25 @ 100 (a)		9,027		8,333
BANK, Series 2017-BNK4, Class B, 4.00%, 5/15/50, Callable 4/15/27 @ 100		5,600		5,024
BANK, Series 2019-BN24, Class ASB, 2.93%, 11/15/62, Callable 12/15/29 @ 100		7,123		6,571
BBCMS Mortgage Trust, Series 2022-C16, Class AS, 4.60%, 6/15/55, Callable 6/15/32 @ 100 (c)		2,703		2,548
BPR Trust, Series 2021-TY, Class C, 6.65% (LIBOR01M+170bps), 9/15/38 (a) (b)		1,538		1,416

See notes to financial statements.

Victory Portfolios III
Victory Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
BPR Trust, Series 2022-STAR, Class A, 8.12% (TSFR1M+323bps), 8/15/24 (a) (b)	$	7,726	$	7,719
BPR Trust, Series 2022-OANA, Class B, 7.34% (TSFR1M+245bps), 4/15/37 (a) (b)		6,000		5,754
BPR Trust, Series 2022-OANA, Class D, 8.58% (TSFR1M+370bps), 4/15/37 (a) (b)		5,000		4,753
BPR Trust, Series 2021-TY, Class A, 6.00% (LIBOR01M+105bps), 9/15/38 (a) (b)		4,904		4,632
BX Commercial Mortgage Trust, Series 2022-CSMO, Class B, 8.03% (TSFR1M+314bps), 6/15/27 (a) (b)		5,000		4,910
BX Commercial Mortgage Trust, Series 2019-XL, Class D, 6.45% (LIBOR01M+145bps), 10/15/36 (a) (b)		1,275		1,248
BX Commercial Mortgage Trust, Series 2019-XL, Class B, 6.08% (LIBOR01M+108bps), 10/15/36 (a) (b)		5,246		5,173
BX Commercial Mortgage Trust, Series 2020-VIV4, Class A, 2.84%, 3/9/44, Callable 3/9/30 @ 100 (a)		1,875		1,584
BX Trust, Series 2022-CLS, Class B, 6.30%, 10/13/27 (a)		4,000		3,897
BX Trust, Series 2019-OC11, Class A, 3.20%, 12/9/41, Callable 12/9/29 @ 100 (a)		9,231		8,093
BXP Trust, Series 2021-601L, Class D, 2.87%, 1/15/44 (a) (c)		3,500		2,236
BXP Trust, Series 2021-601L, Class C, 2.87%, 1/15/44 (a) (c)		6,500		4,368
Cantor Commercial Real Estate Lending, Series 2019-CF3, Class ASB, 2.94%, 1/15/53, Callable 12/15/29 @ 100		6,000		5,538
Citigroup Commercial Mortgage Trust, Series 2019-SMRT, Class C, 4.68%, 1/10/36 (a)		8,100		7,913
Citigroup Commercial Mortgage Trust, Series 2014-GC23, Class AS, 3.86%, 7/10/47, Callable 7/10/24 @ 100		4,000		3,897
Citigroup Commercial Mortgage Trust, Series 2014-GC23, Class A3, 3.36%, 7/10/47, Callable 7/10/24 @ 100		5,531		5,388
Citigroup Commercial Mortgage Trust, Series 2020-555, Class A, 2.65%, 12/10/41 (a)		10,000		8,347
COMM Mortgage Trust, Series 2020-CX, Class A, 2.17%, 11/10/46, Callable 11/10/30 @ 100 (a)		3,500		2,789
COMM Mortgage Trust, Series 2015-PC1, Class AM, 4.29%, 7/10/50, Callable 6/10/25 @ 100 (c)		3,500		3,369
COMM Mortgage Trust, Series 2012-CR3, Class AM, 3.42%, 10/15/45, Callable 10/15/23 @ 100 (a)		3,059		2,815
COMM Mortgage Trust, Series 2012-CR4, Class XA, 1.33%, 10/15/45, Callable 5/15/23 @ 100 (c) (d)		12,316		1
COMM Mortgage Trust, Series 2012-CR4, Class AM, 3.25%, 10/15/45, Callable 9/15/24 @ 100		8,600		7,789
COMM Mortgage Trust, Series 2015-PC1, Class B, 4.43%, 7/10/50, Callable 6/10/25 @ 100 (c)		2,500		2,288
COMM Mortgage Trust, Series 2015-LC23, Class AM, 4.16%, 10/10/48, Callable 11/10/25 @ 100 (c)		6,300		5,902
COMM Mortgage Trust, Series 2014-277P, Class A, 3.73%, 8/10/49, Callable 8/10/24 @ 100 (a) (c)		11,500		10,874
CSMC Trust, Series 2020-WEST, Class A, 3.04%, 2/15/35, Callable 2/15/30 @ 100 (a)		2,500		1,918

See notes to financial statements.

Victory Portfolios III
Victory Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
DBJPM Mortgage Trust, Series 2016-SFC, Class B, 3.24%, 8/10/36, Callable 8/10/26 @ 100 (a)	$	2,500	$	2,044
DBJPM Mortgage Trust, Series 2016-SFC, Class A, 2.83%, 8/10/36, Callable 8/10/26 @ 100 (a)		6,250		5,238
Extended Stay America Trust, Series 2021-ESH, Class B, 6.33% (LIBOR01M+138bps), 7/15/38 (a) (b)		4,935		4,783
GS Mortgage Securities Corp. II, Series 2005-ROCK, Class X1, 0.21%, 5/3/32 (a) (c) (d)		190,667		941
GS Mortgage Securities Corp. Trust, Series 2017-GPTX, Class A, 2.86%, 5/10/34 (a)		2,000		1,846
GS Mortgage Securities Trust, Series 2020-GC45, Class A5, 2.91%, 2/13/53, Callable 1/13/30 @ 100		4,231		3,723
Houston Galleria Mall Trust, Series 2015-HGLR, Class A1A2, 3.09%, 3/5/37 (a)		2,730		2,532
Hudson Yards Mortgage Trust, Series 2016-10HY, Class A, 2.84%, 8/10/38, Callable 8/10/26 @ 100 (a)		1,650		1,483
Hudson Yards Mortgage Trust, Series 2019-55HY, Class A, 3.04%, 12/10/41 (a) (c)		2,000		1,706
ILPT Commercial Mortgage Trust, Series 2022-LPFX, Class A, 3.38%, 3/15/32 (a)		6,000		5,165
J.P. Morgan Chase Commercial Mortgage Securities Trust, Series 2021-2NU, Class B, 2.15%, 1/5/40 (a) (c)		2,500		2,023
JPMBB Commercial Mortgage Securities Trust, Series 2014-C18, Class AS, 4.44%, 2/15/47, Callable 1/15/29 @ 100 (c)		9,000		8,715
Magnetite XXXV Ltd., Series 2022-35A, Class A1, 7.12% (TSFR3M+205bps), 10/25/35, Callable 10/25/23 @ 100 (a) (b)		4,000		4,004
Manhattan West Mortgage Trust, Series 2020-1MW, Class A, 2.13%, 9/10/39 (a)		8,000		6,893
Manhattan West Mortgage Trust, Series 2020-1MW, Class C, 2.41%, 9/10/39 (a) (c)		1,000		817
Morgan Stanley Bank of America Merrill Lynch Trust, Series 2013-C9, Class AS, 3.46%, 5/15/46, Callable 5/15/23 @ 100		1,817		1,720
Morgan Stanley Capital Trust, Series 2015-MS1, Class AS, 4.16%, 5/15/48, Callable 7/15/25 @ 100 (c)		7,000		6,608
Palmer Square Loan Funding Ltd., Series 2022-5A, Class A1, 6.55% (TSFR3M+156bps), 1/15/31, Callable 10/15/23 @ 100 (a) (b)		2,737		2,724
SCOTT Trust, Series 2023-SFS, Class A, 5.91%, 3/15/40 (a)		4,000		4,071
SLG Office Trust, Series 2021-OVA, Class A, 2.59%, 7/15/41 (a)		5,200		4,220
SMRT, Series 2022-MINI, Class B, 6.24% (TSFR1M+135bps), 1/15/39 (a) (b)		6,500		6,243
WFRBS Commercial Mortgage Trust, Series 2013-C13, Class AS, 3.35%, 5/15/45, Callable 5/15/23 @ 100		2,292		2,282
WFRBS Commercial Mortgage Trust, Series 2012-C10, Class AS, 3.24%, 12/15/45, Callable 5/15/23 @ 100		1,391		1,327
Total Collateralized Mortgage Obligations (Cost $259,135)				236,177

See notes to financial statements.

Victory Portfolios III
Victory Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares or Principal Amount		Value
Preferred Stocks (0.9%)
Communication Services (0.1%):
Qwest Corp., 6.50%, 9/1/56		360,000	$	4,795
Consumer Staples (0.1%):
CHS, Inc., cumulative redeemable, Series 1, 7.88% (e)		190,818		4,992
Financials (0.0%): (f)
Citigroup Capital XIII, 11.64% (LIBOR03M+637bps), 10/30/40 (b)		40,000		1,167
Real Estate (0.7%):
Equity Residential, cumulative redeemable, Series K, 8.29% (e)		111,611		5,922
Mid-America Apartment Communities, Inc., cumulative redeemable, Series I, 8.50% (e) (g)		219,731		11,866
Prologis, Inc., cumulative redeemable, Series Q, 8.54% (e)		283,503		15,947
				33,735
Total Preferred Stocks (Cost $43,327)				44,689
Senior Secured Loans (0.1%)
CSC Holdings LLC, 2017 Term Loan, First Lien, 7.20% (LIBOR01M+225bps), 7/17/25 (b)	$	2,314		2,205
Total Senior Secured Loans (Cost $2,306)				2,205
Corporate Bonds (45.3%)
Communication Services (2.3%):
AT&T, Inc. 4.50%, 5/15/35, Callable 11/15/34 @ 100		3,000		2,823
3.10%, 2/1/43, Callable 8/1/42 @ 100		8,000		5,865
CCO Holdings LLC/CCO Holdings Capital Corp., 7.38%, 3/1/31, Callable 3/1/26 @ 103.69 (a)		3,125		3,062
Charter Communications Operating LLC/Charter Communications Operating Capital 2.30%, 2/1/32, Callable 11/1/31 @ 100		2,500		1,900
6.38%, 10/23/35, Callable 4/23/35 @ 100		5,000		4,941
3.50%, 6/1/41, Callable 12/1/40 @ 100		10,000		6,824
Comcast Corp. 3.90%, 3/1/38, Callable 9/1/37 @ 100		3,000		2,703
2.89%, 11/1/51, Callable 5/1/51 @ 100		3,500		2,397
CSC Holdings LLC, 5.50%, 4/15/27, Callable 6/5/23 @ 101.83 (a)		3,000		2,566
Discovery Communications LLC, 3.95%, 3/20/28, Callable 12/20/27 @ 100		10,000		9,370
Fox Corp., 4.71%, 1/25/29, Callable 10/25/28 @ 100		4,000		3,928
Paramount Global 3.38%, 2/15/28, Callable 11/15/27 @ 100		3,111		2,848
4.20%, 6/1/29, Callable 3/1/29 @ 100		8,000		7,420
Rogers Communications, Inc., 4.50%, 3/15/42, Callable 9/15/41 @ 100 (a)		9,500		8,055
T-Mobile USA, Inc. 4.75%, 2/1/28, Callable 5/15/23 @ 102.38		2,857		2,843
3.88%, 4/15/30, Callable 1/15/30 @ 100		15,000		14,132
2.55%, 2/15/31, Callable 11/15/30 @ 100		10,000		8,507

See notes to financial statements.

Victory Portfolios III
Victory Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Verizon Communications, Inc. 2.10%, 3/22/28, Callable 1/22/28 @ 100	$	3,500	$	3,129
4.40%, 11/1/34, Callable 5/1/34 @ 100		3,500		3,322
3.40%, 3/22/41, Callable 9/22/40 @ 100		8,000		6,314
4.13%, 8/15/46		5,000		4,259
2.88%, 11/20/50, Callable 5/20/50 @ 100		3,000		1,991
Warnermedia Holdings, Inc., 5.05%, 3/15/42, Callable 9/15/41 @ 100 (a)		3,759		3,107
				112,306
Consumer Discretionary (2.3%):
Advance Auto Parts, Inc., 3.50%, 3/15/32, Callable 12/15/31 @ 100		7,750		6,685
American Honda Finance Corp., 1.30%, 9/9/26		5,000		4,521
AutoNation, Inc. 2.40%, 8/1/31, Callable 5/1/31 @ 100		3,750		2,898
3.85%, 3/1/32, Callable 12/1/31 @ 100		4,500		3,804
Brunswick Corp., 2.40%, 8/18/31, Callable 5/18/31 @ 100		6,500		4,958
Genting New York LLC/GENNY Capital, Inc., 3.30%, 2/15/26, Callable 1/15/26 @ 100 (a)		2,000		1,802
Genuine Parts Co., 2.75%, 2/1/32, Callable 11/1/31 @ 100		3,833		3,232
Hasbro, Inc. 3.55%, 11/19/26, Callable 9/19/26 @ 100		4,500		4,258
3.90%, 11/19/29, Callable 8/19/29 @ 100		7,500		6,886
Kohl's Corp., 4.63%, 5/1/31, Callable 2/1/31 @ 100		6,250		4,193
Marriott International, Inc. 4.63%, 6/15/30, Callable 3/15/30 @ 100		2,333		2,263
3.50%, 10/15/32, Callable 7/15/32 @ 100		2,750		2,412
Mattel, Inc., 3.38%, 4/1/26, Callable 5/15/23 @ 101.69 (a)		500		473
Murphy Oil USA, Inc. 4.75%, 9/15/29, Callable 9/15/24 @ 102.38		2,000		1,868
3.75%, 2/15/31, Callable 2/15/26 @ 101.88 (a)		1,332		1,139
Nordstrom, Inc. 4.38%, 4/1/30, Callable 1/1/30 @ 100		2,000		1,564
4.25%, 8/1/31, Callable 5/1/31 @ 100		4,250		3,155
Novant Health, Inc., 2.64%, 11/1/36, Callable 8/1/36 @ 100		13,000		10,243
O'Reilly Automotive, Inc., 4.20%, 4/1/30, Callable 1/1/30 @ 100		5,000		4,829
Resorts World Las Vegas LLC/RWLV Capital, Inc., 4.63%, 4/6/31, Callable 1/6/31 @ 100 (a)		5,367		4,209
Smithsonian Institution, 2.65%, 9/1/39		2,000		1,512
Sodexo, Inc., 2.72%, 4/16/31, Callable 1/16/31 @ 100 (a) (g)		10,750		9,149
Toll Brothers Finance Corp., 3.80%, 11/1/29, Callable 8/1/29 @ 100 (g)		2,863		2,598
Trustees of Tufts College, 3.10%, 8/15/51, Callable 2/15/51 @ 100 (g)		9,500		6,759
University of Notre Dame du Lac, 3.44%, 2/15/45		5,000		4,154
Vanderbilt University Medical Center, 4.17%, 7/1/37, Callable 1/1/37 @ 100		1,000		886
Volkswagen Group of America Finance LLC, 4.60%, 6/8/29, Callable 4/8/29 @ 100 (a)		6,000		5,877
Warnermedia Holdings, Inc., 3.76%, 3/15/27, Callable 2/15/27 @ 100 (a)		5,000		4,715
				111,042
Consumer Staples (2.7%):
7-Eleven, Inc. 1.80%, 2/10/31, Callable 11/10/30 @ 100 (a)		6,500		5,198
2.80%, 2/10/51, Callable 8/2/50 @ 100 (a)		2,000		1,291

See notes to financial statements.

Victory Portfolios III
Victory Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Altria Group, Inc., 2.45%, 2/4/32, Callable 11/4/31 @ 100	$	6,500	$	5,163
Anheuser-Busch Cos. LLC/Anheuser-Busch InBev Worldwide, Inc., 4.70%, 2/1/36, Callable 8/1/35 @ 100		10,000		10,047
Anheuser-Busch InBev Worldwide, Inc. 4.38%, 4/15/38, Callable 10/15/37 @ 100		6,500		6,279
3.75%, 7/15/42		5,000		4,315
BAT Capital Corp. 7.75%, 10/19/32, Callable 7/19/32 @ 100		2,000		2,215
4.39%, 8/15/37, Callable 2/15/37 @ 100		15,000		12,237
Bunge Ltd. Finance Corp., 2.75%, 5/14/31, Callable 2/14/31 @ 100		12,000		10,304
Cargill, Inc. 2.13%, 11/10/31, Callable 8/10/31 @ 100 (a)		6,000		4,981
5.13%, 10/11/32, Callable 7/11/32 @ 100 (a)		3,500		3,626
Church & Dwight Co., Inc., 2.30%, 12/15/31, Callable 9/15/31 @ 100		3,750		3,161
Constellation Brands, Inc., 2.25%, 8/1/31, Callable 5/1/31 @ 100		13,645		11,322
General Mills, Inc., 4.55%, 4/17/38, Callable 10/17/37 @ 100		4,667		4,399
JBS USA LUX SA/JBS USA Food Co./JBS USA Finance, Inc. 2.50%, 1/15/27, Callable 12/15/26 @ 100 (a)		6,500		5,784
5.75%, 4/1/33, Callable 1/1/33 @ 100 (a)		3,000		2,878
Keurig Dr Pepper, Inc., 4.50%, 4/15/52, Callable 10/15/51 @ 100		10,000		8,924
Kraft Heinz Foods Co., 5.00%, 6/4/42		6,000		5,755
McCormick & Co., Inc. 2.50%, 4/15/30, Callable 1/15/30 @ 100		2,000		1,733
1.85%, 2/15/31, Callable 11/15/30 @ 100		2,000		1,629
Philip Morris International, Inc., 5.38%, 2/15/33, Callable 11/15/32 @ 100		8,000		8,150
SC Johnson & Son, Inc., 4.35%, 9/30/44, Callable 3/30/44 @ 100 (a)		7,000		6,064
Smithfield Foods, Inc., 4.25%, 2/1/27, Callable 11/1/26 @ 100 (a)		5,000		4,732
Sysco Corp., 2.45%, 12/14/31, Callable 9/14/31 @ 100		5,000		4,195
				134,382
Energy (3.3%):
Boardwalk Pipelines LP, 4.45%, 7/15/27, Callable 4/15/27 @ 100		8,000		7,861
Buckeye Partners LP, 5.60%, 10/15/44, Callable 4/15/44 @ 100		10,000		7,253
Cameron LNG LLC, 3.30%, 1/15/35, Callable 9/15/34 @ 100 (a)		6,364		5,506
ConocoPhillips Co., 4.15%, 11/15/34, Callable 5/15/34 @ 100		4,500		4,229
DCP Midstream Operating LP, 5.85% (LIBOR03M+385bps), 5/21/43, Callable 5/21/23 @ 100 (a) (b)		10,000		9,998
Energy Transfer LP 4.15%, 9/15/29, Callable 6/15/29 @ 100		6,000		5,719
8.32% (LIBOR03M+302bps), 11/1/66, Callable 6/5/23 @ 100 (b)		8,510		6,377
Enterprise TE Partners LP, 7.74% (LIBOR03M+278bps), 6/1/67, Callable 6/5/23 @ 100 (b)		3,000		2,678
EOG Resources, Inc., 3.90%, 4/1/35, Callable 10/1/34 @ 100		2,000		1,856
EQM Midstream Partners LP 4.00%, 8/1/24, Callable 5/1/24 @ 100		1,286		1,244
4.13%, 12/1/26, Callable 9/1/26 @ 100		8,000		7,269
EQT Corp., 7.00%, 2/1/30, Callable 11/1/29 @ 100		2,594		2,740
Florida Gas Transmission Co. LLC, 2.55%, 7/1/30, Callable 4/1/30 @ 100 (a)		6,500		5,555
Gray Oak Pipeline LLC, 3.45%, 10/15/27, Callable 8/15/27 @ 100 (a)		5,333		4,840
HF Sinclair Corp., 4.50%, 10/1/30, Callable 7/1/30 @ 100		8,000		7,267

See notes to financial statements.

Victory Portfolios III
Victory Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Hilcorp Energy I LP/Hilcorp Finance Co. 6.25%, 11/1/28, Callable 11/1/23 @ 103.13 (a)	$	4,000	$	3,830
6.00%, 2/1/31, Callable 2/1/26 @ 103 (a)		3,000		2,776
Marathon Petroleum Corp., 4.75%, 9/15/44, Callable 3/15/44 @ 100		5,000		4,332
Midwest Connector Capital Co. LLC, 4.63%, 4/1/29, Callable 1/1/29 @ 100 (a)		14,500		13,637
Murphy Oil Corp., 5.75%, 8/15/25, Callable 6/5/23 @ 101.44		2,770		2,751
Northwest Pipeline LLC, 4.00%, 4/1/27, Callable 1/1/27 @ 100		5,067		4,918
Occidental Petroleum Corp., 4.40%, 8/15/49, Callable 2/15/49 @ 100		5,000		3,934
Phillips 66, 4.65%, 11/15/34, Callable 5/15/34 @ 100		1,000		968
Phillips 66 Co., 4.90%, 10/1/46, Callable 4/1/46 @ 100 (a)		750		681
Pioneer Natural Resources Co., 1.90%, 8/15/30, Callable 5/15/30 @ 100		5,000		4,150
Plains All American Pipeline LP/PAA Finance Corp., 3.55%, 12/15/29, Callable 9/15/29 @ 100		13,750		12,412
Rockies Express Pipeline LLC 4.95%, 7/15/29, Callable 4/15/29 @ 100 (a)		6,500		6,001
4.80%, 5/15/30, Callable 2/15/30 @ 100 (a)		3,000		2,663
Sabal Trail Transmission LLC, 4.68%, 5/1/38, Callable 11/1/37 @ 100 (a)		5,000		4,773
Southwestern Energy Co., 5.70%, 1/23/25, Callable 10/23/24 @ 100		2,000		2,000
Targa Resources Partners LP/Targa Resources Partners Finance Corp., 5.50%, 3/1/30, Callable 3/1/25 @ 102.75		3,500		3,422
TransCanada PipeLines Ltd., 7.07% (LIBOR03M+221bps), 5/15/67, Callable 6/5/23 @ 100 (b)		10,124		7,821
				161,461
Financials (12.3%):
Alexander Funding Trust, 1.84%, 11/15/23 (a)		6,000		5,804
Ally Financial, Inc., 7.10%, 11/15/27, Callable 10/15/27 @ 100 (g)		2,222		2,291
American Express Co., 4.99% (SOFR+226bps), 5/26/33, Callable 2/26/32 @ 100 (b)		6,000		5,926
American International Group, Inc., 3.88%, 1/15/35, Callable 7/15/34 @ 100		7,000		6,237
AmTrust Financial Services, Inc., 6.13%, 8/15/23		10,000		9,906
Assurant, Inc. 6.10%, 2/27/26, Callable 1/27/26 @ 100		4,412		4,457
4.90%, 3/27/28, Callable 12/27/27 @ 100		5,000		4,885
Athene Holding Ltd., 3.50%, 1/15/31, Callable 10/15/30 @ 100		7,614		6,315
Bank of America Corp. 4.38% (H15T5Y+276bps), Callable 1/27/27 @ 100 (b) (e)		3,500		2,985
4.20%, 8/26/24, MTN		5,000		4,933
1.53% (SOFR+65bps), 12/6/25, Callable 12/6/24 @ 100, MTN (b)		4,000		3,753
2.57% (SOFR+121bps), 10/20/32, Callable 10/20/31 @ 100 (b)		2,500		2,053
2.48% (H15T5Y+120bps), 9/21/36, Callable 9/21/31 @ 100 (b)		2,500		1,911
BankUnited, Inc., 4.88%, 11/17/25, Callable 8/17/25 @ 100		5,000		4,500
Blackstone Private Credit Fund, 2.63%, 12/15/26, Callable 11/15/26 @ 100		10,248		8,714
BMW U.S. Capital LLC 4.15%, 4/9/30, Callable 1/9/30 @ 100 (a)		7,000		6,905
3.70%, 4/1/32, Callable 1/1/32 @ 100 (a)		3,000		2,824
Brown & Brown, Inc., 4.20%, 3/17/32, Callable 12/17/31 @ 100		5,000		4,605
Cadence Bank, 4.13% (LIBOR03M+247bps), 11/20/29, Callable 11/20/24 @ 100 (b)		3,000		2,708

See notes to financial statements.

Victory Portfolios III
Victory Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Capital One Financial Corp. 3.75%, 3/9/27, Callable 2/9/27 @ 100	$	7,500	$	7,023
5.82% (SOFR+260bps), 2/1/34, Callable 2/1/33 @ 100 (b)		3,500		3,413
Citizens Bank NA 4.12% (SOFR+140bps), 5/23/25, Callable 5/23/24 @ 100 (b)		3,402		3,246
6.06% (SOFR+145bps), 10/24/25, Callable 10/24/24 @ 100 (b)		2,250		2,179
Citizens Financial Group, Inc. 2.64%, 9/30/32, Callable 7/2/32 @ 100		5,500		4,073
5.64% (H15T5Y+275bps), 5/21/37, Callable 5/21/32 @ 100 (b)		5,000		4,681
Compeer Financial FLCA/Compeer Financial PCA, 3.38% (SOFR+197bps), 6/1/36, Callable 6/1/31 @ 100 (a) (b)		4,000		2,964
Credit Acceptance Corp., 6.63%, 3/15/26, Callable 5/15/23 @ 101.66 (g)		4,875		4,680
Cullen/Frost Bankers, Inc., 4.50%, 3/17/27, Callable 2/17/27 @ 100		3,000		2,911
Cullen/Frost Capital Trust II, 6.51% (LIBOR03M+155bps), 3/1/34, Callable 6/5/23 @ 100 (b)		10,000		8,545
Equitable Holdings, Inc., 4.35%, 4/20/28, Callable 1/20/28 @ 100		2,000		1,930
F&G Global Funding, 2.00%, 9/20/28 (a)		7,250		6,157
Fells Point Funding Trust, 3.05%, 1/31/27, Callable 12/31/26 @ 100 (a)		6,500		6,088
Fifth Third Bancorp 4.50% (H15T5Y+422bps), Callable 9/30/25 @ 100 (b) (e)		1,750		1,558
4.34% (SOFR+166bps), 4/25/33, Callable 4/25/32 @ 100 (b)		6,957		6,312
Fifth Third Bank NA, 3.85%, 3/15/26, Callable 2/15/26 @ 100		5,000		4,697
First American Financial Corp., 2.40%, 8/15/31, Callable 5/15/31 @ 100		9,225		7,187
First Citizens BancShares, Inc., 3.38% (SOFR+247bps), 3/15/30, Callable 3/15/25 @ 100 (b)		12,097		11,112
First Horizon Bank, 5.75%, 5/1/30, Callable 2/1/30 @ 100		8,000		7,567
First-Citizens Bank & Trust Co., 4.13% (H15T5Y+237bps), 11/13/29, Callable 11/13/24 @ 100 (b)		14,000		13,079
Fiserv, Inc., 5.60%, 3/2/33, Callable 12/2/32 @ 100		5,000		5,203
Ford Motor Credit Co. LLC 4.06%, 11/1/24, Callable 10/1/24 @ 100		5,000		4,864
4.54%, 8/1/26, Callable 6/1/26 @ 100		3,400		3,205
Fulton Financial Corp., 3.25% (SOFR+230bps), 3/15/30, Callable 3/15/25 @ 100 (b)		2,932		2,720
Glencore Funding LLC 1.63%, 4/27/26, Callable 3/27/26 @ 100 (a)		1,500		1,364
2.50%, 9/1/30, Callable 6/1/30 @ 100 (a) (g)		6,500		5,442
Global Atlantic Fin Co., 4.40%, 10/15/29, Callable 7/15/29 @ 100 (a)		10,000		8,853
Global Payments, Inc. 2.90%, 11/15/31, Callable 8/15/31 @ 100		6,500		5,379
5.40%, 8/15/32, Callable 5/15/32 @ 100		1,750		1,730
Huntington Bancshares, Inc. 4.44% (SOFR+197bps), 8/4/28, Callable 8/4/27 @ 100 (b)		2,750		2,613
2.49% (H15T5Y+117bps), 8/15/36, Callable 8/15/31 @ 100 (b)		15,676		11,179
Huntington Capital Trust I, 6.00% (LIBOR03M+70bps), 2/1/27, Callable 6/5/23 @ 100 (b)		2,300		2,121
ILFC E-Capital Trust I, 6.55%, 12/21/65, Callable 6/5/23 @ 100 (a)		10,000		6,447
JPMorgan Chase & Co. 4.60% (SOFR+313bps), Callable 2/1/25 @ 100 (b) (e)		5,000		4,640
2.95%, 10/1/26, Callable 7/1/26 @ 100		5,000		4,745
5.80% (LIBOR03M+50bps), 2/1/27, Callable 6/5/23 @ 100 (b)		4,000		3,688

See notes to financial statements.

Victory Portfolios III
Victory Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
4.32% (SOFR+156bps), 4/26/28, Callable 4/26/27 @ 100 (b)	$	5,000	$	4,905
1.95% (SOFR+1bps), 2/4/32, Callable 2/4/31 @ 100 (b)		10,000		8,063
KeyBank NA 3.40%, 5/20/26, MTN		2,500		2,273
3.90%, 4/13/29		3,000		2,562
4.90%, 8/8/32		1,000		889
KeyCorp. 2.25%, 4/6/27, MTN		2,000		1,743
4.79% (SOFR+206bps), 6/1/33, Callable 6/1/32 @ 100, MTN (b)		3,784		3,439
Level 3 Financing, Inc. 3.75%, 7/15/29, Callable 1/15/24 @ 101.88 (a)		9,500		5,342
3.88%, 11/15/29, Callable 8/15/29 @ 100 (a)		19,000		13,873
Lincoln National Corp., 7.23% (LIBOR03M+236bps), 5/17/66, Callable 8/11/26 @ 100 (b)		7,500		4,847
Loews Corp., 3.20%, 5/15/30, Callable 2/15/30 @ 100		5,000		4,535
Main Street Capital Corp., 3.00%, 7/14/26, Callable 6/14/26 @ 100		4,000		3,515
Manufacturers & Traders Trust Co. 4.65%, 1/27/26, Callable 12/27/25 @ 100		5,625		5,432
3.40%, 8/17/27		4,380		3,905
Mercury General Corp., 4.40%, 3/15/27, Callable 12/15/26 @ 100		5,000		4,840
MetLife, Inc., 4.13%, 8/13/42		10,000		8,642
Morgan Stanley 2.51% (SOFR+120bps), 10/20/32, Callable 10/20/31 @ 100, MTN (b)		7,000		5,757
2.48% (SOFR+136bps), 9/16/36, Callable 9/16/31 @ 100 (b)		8,000		6,141
National Rural Utilities Cooperative Finance Corp., 8.21% (LIBOR03M+291bps), 4/30/43, Callable 6/5/23 @ 100 (b)		9,500		9,258
Nationwide Mutual Insurance Co., 7.16% (LIBOR03M+229bps), 12/15/24, Callable 6/5/23 @ 100 (a) (b)		20,000		19,940
New York Community Bancorp, Inc., 5.90% (LIBOR03M+278bps), 11/6/28, Callable 11/6/23 @ 100 (b)		7,000		6,582
Northern Trust Corp., 6.13%, 11/2/32, Callable 8/2/32 @ 100		3,500		3,739
OWL Rock Core Income Corp. 5.50%, 3/21/25 (a)		1,500		1,458
3.13%, 9/23/26, Callable 8/23/26 @ 100		500		432
4.70%, 2/8/27, Callable 1/8/27 @ 100		4,500		4,103
7.75%, 9/16/27, Callable 8/16/27 @ 100 (a)		1,818		1,826
Penske Truck Leasing Co. LP/PTL Finance Corp., 4.00%, 7/15/25, Callable 6/15/25 @ 100 (a)		5,000		4,850
Pine Street Trust I, 4.57%, 2/15/29, Callable 11/15/28 @ 100 (a)		10,000		9,395
PNC Bank NA, 2.70%, 10/22/29		6,000		5,170
PPL Capital Funding, Inc., 7.83% (LIBOR03M+267bps), 3/30/67, Callable 6/5/23 @ 100 (b)		6,130		5,321
Primerica, Inc., 2.80%, 11/19/31, Callable 8/19/31 @ 100		4,000		3,372
Prudential Financial, Inc. 5.63% (LIBOR03M+392bps), 6/15/43, Callable 6/15/23 @ 100 (b)		19,000		18,966
3.94%, 12/7/49, Callable 6/7/49 @ 100		2,500		2,021
6.00% (H15T5Y+323bps), 9/1/52, Callable 6/1/32 @ 100 (b)		6,000		5,802
Raymond James Financial, Inc., 4.95%, 7/15/46		4,000		3,683
Regions Bank, 6.45%, 6/26/37		7,409		7,477

See notes to financial statements.

Victory Portfolios III
Victory Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Regions Financial Corp., 5.75% (H15T5Y+543bps), Callable 6/15/25 @ 100 (b) (e)	$	5,989	$	5,696
Santander Holdings USA, Inc., 4.40%, 7/13/27, Callable 4/14/27 @ 100		5,818		5,541
Signature Bank, 4.13% (LIBOR03M+256bps), 11/1/29, Callable 11/1/24 @ 100 (b) (h)		6,000		138
Stellantis Finance U.S., Inc., 2.69%, 9/15/31, Callable 6/15/31 @ 100 (a)		13,800		11,244
Stewart Information Services Corp., 3.60%, 11/15/31, Callable 8/15/31 @ 100		8,500		6,700
Synchrony Bank, 5.63%, 8/23/27, Callable 7/23/27 @ 100		4,500		4,280
Synovus Bank, 4.00% (H15T5Y+363bps), 10/29/30, Callable 10/29/25 @ 100 (b)		4,500		3,766
Synovus Financial Corp., 5.90% (USSW5+338bps), 2/7/29, Callable 2/7/24 @ 100 (b)		10,000		8,815
The Allstate Corp., 5.75% (LIBOR03M+294bps), 8/15/53, Callable 8/15/23 @ 100 (b)		5,000		4,900
The Bank of New York Mellon Corp. 3.75% (H15T5Y+263bps), Callable 12/20/26 @ 100 (b) (e)		7,000		5,838
4.70% (H15T5Y+436bps), Callable 9/20/25 @ 100 (b) (e)		3,250		3,161
The Charles Schwab Corp., 5.38% (H15T5Y+497bps), Callable 6/1/25 @ 100 (b) (e)		9,250		8,834
The Hartford Financial Services Group, Inc., 6.99% (LIBOR03M+213bps), 2/12/47, Callable 6/5/23 @ 100 (a) (b)		14,000		11,356
The PNC Financial Services Group, Inc., 4.63% (SOFR+185bps), 6/6/33, Callable 6/6/32 @ 100 (b)		2,500		2,322
TIAA FSB Holdings, Inc., 5.75%, 7/2/25, Callable 6/2/25 @ 100		10,000		9,454
Truist Bank, 2.25%, 3/11/30, Callable 12/11/29 @ 100		2,450		2,010
Truist Financial Corp., 1.89% (SOFR+63bps), 6/7/29, MTN, Callable 6/7/28 @ 100 (b)		5,000		4,231
W R Berkley Corp., 3.55%, 3/30/52, Callable 9/30/51 @ 100		5,588		4,085
Webster Financial Corp. 4.38%, 2/15/24, Callable 1/16/24 @ 100		6,285		5,947
4.00% (SOFR+253bps), 12/30/29, Callable 12/30/24 @ 100 (b)		4,750		4,474
Wells Fargo & Co., 3.00%, 10/23/26		10,000		9,422
				601,619
Health Care (4.2%):
AbbVie, Inc. 4.55%, 3/15/35, Callable 9/15/34 @ 100		4,000		3,915
4.25%, 11/21/49, Callable 5/21/49 @ 100		2,500		2,190
Amgen, Inc. 5.25%, 3/2/33, Callable 12/2/32 @ 100		4,000		4,114
5.60%, 3/2/43, Callable 9/2/42 @ 100		4,000		4,117
3.00%, 1/15/52, Callable 7/15/51 @ 100		4,500		3,076
4.20%, 2/22/52, Callable 8/22/51 @ 100		3,500		2,958
Baxter International, Inc., 3.13%, 12/1/51, Callable 6/1/51 @ 100		10,000		6,587
Bio-Rad Laboratories, Inc., 3.30%, 3/15/27, Callable 2/15/27 @ 100		3,500		3,321
Bon Secours Charity Health System, Inc., 5.25%, 11/1/25		3,000		2,937
Bon Secours Mercy Health, Inc., 3.38%, 11/1/25		8,000		7,609
Centene Corp., 2.50%, 3/1/31, Callable 12/1/30 @ 100		4,000		3,263
Cigna Corp., 3.40%, 3/1/27, Callable 12/1/26 @ 100		5,000		4,801
Community Health Network, Inc., 4.24%, 5/1/25		5,000		4,882

See notes to financial statements.

Victory Portfolios III
Victory Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
CVS Health Corp. 4.30%, 3/25/28, Callable 12/25/27 @ 100	$	3,000	$	2,963
1.75%, 8/21/30, Callable 5/21/30 @ 100		6,966		5,683
5.63%, 2/21/53, Callable 8/21/52 @ 100		4,500		4,521
CVS Pass-Through Trust 6.04%, 12/10/28		3,878		3,937
5.93%, 1/10/34 (a)		3,230		3,246
DENTSPLY SIRONA, Inc., 3.25%, 6/1/30, Callable 3/1/30 @ 100		15,750		13,998
Eastern Maine Healthcare Systems, 5.02%, 7/1/36		17,000		16,453
Elevance Health, Inc., 2.55%, 3/15/31, Callable 12/15/30 @ 100		8,000		6,900
Fresenius Medical Care U.S. Finance III, Inc., 2.38%, 2/16/31, Callable 11/16/30 @ 100 (a)		13,000		10,008
HCA, Inc. 4.38%, 3/15/42, Callable 9/15/41 @ 100 (a)		2,156		1,808
5.50%, 6/15/47, Callable 12/15/46 @ 100		2,000		1,879
Illumina, Inc., 2.55%, 3/23/31, Callable 12/23/30 @ 100		15,000		12,578
Northwell Healthcare, Inc., 3.39%, 11/1/27, Callable 8/1/27 @ 100		3,900		3,636
NYU Langone Hospitals, 4.17%, 7/1/37		6,500		5,845
Orlando Health Obligated Group, 2.89%, 10/1/35		1,660		1,353
PerkinElmer, Inc. 2.55%, 3/15/31, Callable 12/15/30 @ 100		8,500		7,080
2.25%, 9/15/31, Callable 6/15/31 @ 100		4,500		3,653
Piedmont Healthcare, Inc., 2.72%, 1/1/42, Callable 7/1/41 @ 100		5,000		3,505
Roche Holdings, Inc., 1.93%, 12/13/28, Callable 10/13/28 @ 100 (a)		8,000		7,122
Royalty Pharma PLC 2.20%, 9/2/30, Callable 6/2/30 @ 100		10,167		8,342
2.15%, 9/2/31, Callable 6/2/31 @ 100		8,500		6,773
Southern Illinois Healthcare Enterprises, Inc., 3.97%, 5/15/50, Callable 11/15/49 @ 100		9,000		6,771
Tenet Healthcare Corp., 6.13%, 6/15/30, Callable 6/15/25 @ 103.06 (a)		1,500		1,490
Trinity Health Corp., 2.63%, 12/1/40, Callable 6/1/40 @ 100		3,000		2,197
Universal Health Services, Inc., 2.65%, 1/15/32, Callable 10/15/31 @ 100		9,827		7,975
				203,486
Industrials (6.8%):
Acuity Brands Lighting, Inc., 2.15%, 12/15/30, Callable 9/15/30 @ 100		10,000		8,125
Air Lease Corp., 2.88%, 1/15/32, Callable 10/15/31 @ 100		4,750		3,894
American Airlines Pass Through Trust 3.70%, 10/1/26		5,517		4,894
4.00%, 9/22/27		6,684		5,863
4.00%, 2/15/29		3,550		3,094
3.60%, 10/15/29		7,294		6,186
American Airlines, Inc./AAdvantage Loyalty IP Ltd., 5.50%, 4/20/26 (a)		1,923		1,889
Ashtead Capital, Inc. 4.00%, 5/1/28, Callable 5/15/23 @ 102 (a)		2,500		2,333
4.25%, 11/1/29, Callable 11/1/24 @ 102.13 (a)		3,937		3,665
2.45%, 8/12/31, Callable 5/12/31 @ 100 (a)		6,000		4,777
5.50%, 8/11/32, Callable 5/11/32 @ 100 (a)		3,750		3,710
BNSF Funding Trust I, 6.61% (LIBOR03M+235bps), 12/15/55, Callable 1/15/26 @ 100 (b)		8,325		7,999

See notes to financial statements.

Victory Portfolios III
Victory Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
British Airways Pass Through Trust 3.35%, 6/15/29 (a)	$	4,898	$	4,217
3.80%, 9/20/31 (a)		2,875		2,638
Builders FirstSource, Inc., 6.38%, 6/15/32, Callable 6/15/27 @ 103.19 (a)		2,500		2,495
Burlington Northern Santa Fe LLC, 3.90%, 8/1/46, Callable 2/1/46 @ 100		5,000		4,255
Carlisle Cos., Inc., 2.75%, 3/1/30, Callable 12/1/29 @ 100		7,927		6,831
Carrier Global Corp., 3.38%, 4/5/40, Callable 10/5/39 @ 100		9,500		7,392
Continental Airlines Pass Through Trust, 4.00%, 10/29/24		2,760		2,679
CoStar Group, Inc., 2.80%, 7/15/30, Callable 4/15/30 @ 100 (a)		10,354		8,656
Daimler Truck Finance North America LLC, 2.38%, 12/14/28 (a)		5,600		4,906
Delta Air Lines Pass Through Trust, 3.88%, 7/30/27		6,060		5,545
Delta Air Lines, Inc./SkyMiles IP Ltd., 4.75%, 10/20/28 (a)		2,000		1,941
FedEx Corp. 3.90%, 2/1/35		2,000		1,799
4.05%, 2/15/48, Callable 8/15/47 @ 100		6,500		5,281
Fluor Corp., 4.25%, 9/15/28, Callable 6/15/28 @ 100 (g)		8,000		7,387
Fortune Brands Innovations, Inc., 4.00%, 3/25/32, Callable 12/25/31 @ 100		5,500		4,978
General Electric Co., 8.20% (LIBOR03M+333bps), Callable 6/15/23 @ 100 (b) (e)		5,441		5,443
GXO Logistics, Inc., 2.65%, 7/15/31, Callable 4/15/31 @ 100		13,000		10,223
Hawaiian Airlines Pass Through Certificates, 3.90%, 1/15/26		9,249		8,327
Hillenbrand, Inc. 5.00%, 9/15/26, Callable 7/15/26 @ 100		10,000		9,744
3.75%, 3/1/31, Callable 3/1/26 @ 101.88		3,150		2,706
Howmet Aerospace, Inc., 3.00%, 1/15/29, Callable 11/15/28 @ 100		8,500		7,651
Hubbell, Inc. 3.50%, 2/15/28, Callable 11/15/27 @ 100		1,500		1,422
2.30%, 3/15/31, Callable 12/15/30 @ 100		8,500		7,096
JetBlue Pass Through Trust, 2.95%, 5/15/28		8,448		7,223
Kennametal, Inc., 4.63%, 6/15/28, Callable 3/15/28 @ 100		5,295		5,150
Leidos, Inc., 2.30%, 2/15/31, Callable 11/15/30 @ 100		15,000		12,164
Lincoln Center for the Performing Arts, Inc., 3.71%, 12/1/35, Callable 9/1/35 @ 100		3,935		3,527
Molex Electronic Technologies LLC, 3.90%, 4/15/25, Callable 1/15/25 @ 100 (a)		10,000		9,637
Otis Worldwide Corp., 3.11%, 2/15/40, Callable 8/15/39 @ 100		7,000		5,483
Pentair Finance Sarl, 5.90%, 7/15/32, Callable 4/15/32 @ 100		7,500		7,736
Quanta Services, Inc., 2.35%, 1/15/32, Callable 10/15/31 @ 100		5,250		4,236
Raytheon Technologies Corp., 4.20%, 12/15/44, Callable 6/15/44 @ 100		10,000		8,396
Regal Rexnord Corp., 6.40%, 4/15/33, Callable 1/15/33 @ 100 (a)		1,465		1,493
Ryder System, Inc., 3.35%, 9/1/25, MTN, Callable 8/1/25 @ 100		5,000		4,802
Spirit Airlines Pass Through Trust 4.45%, 4/1/24		1,635		1,600
4.10%, 4/1/28		8,811		8,172
3.38%, 2/15/30		7,254		6,358
The Boeing Co. 3.25%, 2/1/28, Callable 12/1/27 @ 100		4,000		3,730
3.63%, 2/1/31, Callable 11/1/30 @ 100		4,000		3,660
5.71%, 5/1/40, Callable 11/1/39 @ 100		15,000		15,036
5.81%, 5/1/50, Callable 11/1/49 @ 100		4,500		4,490
The Conservation Fund A Nonprofit Corp., 3.47%, 12/15/29, Callable 9/15/29 @ 100		7,000		6,105

See notes to financial statements.

Victory Portfolios III
Victory Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
The Timken Co., 4.13%, 4/1/32, Callable 1/1/32 @ 100	$	6,400	$	5,924
TOTE Maritime Alaska LLC (NBGA — United States Government), 6.37%, 4/15/28		5,175		5,305
TTX Co., 3.60%, 1/15/25 (a)		7,000		6,838
U.S. Airways Pass Through Trust, 3.95%, 11/15/25		4,438		4,162
Union Pacific Corp. 3.38%, 2/1/35, Callable 8/1/34 @ 100		2,000		1,764
4.25%, 4/15/43, Callable 10/15/42 @ 100		5,000		4,292
United Airlines Pass Through Trust 4.30%, 8/15/25		2,891		2,769
2.90%, 5/1/28		4,394		3,735
				333,828
Information Technology (2.6%):
Amphenol Corp., 2.20%, 9/15/31, Callable 6/15/31 @ 100		8,875		7,412
Broadcom, Inc. 2.45%, 2/15/31, Callable 11/15/30 @ 100 (a)		8,500		6,973
2.60%, 2/15/33, Callable 11/15/32 @ 100 (a)		10,000		7,878
3.47%, 4/15/34, Callable 1/15/34 @ 100 (a)		2,000		1,653
4.93%, 5/15/37, Callable 2/15/37 @ 100 (a)		2,000		1,826
Dell International LLC/EMC Corp. 5.75%, 2/1/33, Callable 11/1/32 @ 100 (g)		700		709
3.38%, 12/15/41, Callable 6/15/41 @ 100 (a)		9,500		6,716
HP, Inc. 3.40%, 6/17/30, Callable 3/17/30 @ 100		10,000		8,869
5.50%, 1/15/33, Callable 10/15/32 @ 100		3,000		2,976
Jabil, Inc., 3.00%, 1/15/31, Callable 10/15/30 @ 100		4,776		4,075
Marvell Technology, Inc., 2.45%, 4/15/28, Callable 2/15/28 @ 100		5,950		5,225
Micron Technology, Inc., 5.88%, 2/9/33, Callable 11/9/32 @ 100		4,000		4,034
Microsoft Corp. 3.45%, 8/8/36, Callable 2/8/36 @ 100		5,000		4,648
2.53%, 6/1/50, Callable 12/1/49 @ 100		2,000		1,419
Motorola Solutions, Inc. 2.75%, 5/24/31, Callable 2/24/31 @ 100		10,000		8,310
5.60%, 6/1/32, Callable 3/1/32 @ 100		4,000		4,061
Oracle Corp. 2.95%, 4/1/30, Callable 1/1/30 @ 100		7,000		6,202
3.85%, 7/15/36, Callable 1/15/36 @ 100		9,250		7,911
3.60%, 4/1/50, Callable 10/1/49 @ 100		4,750		3,374
Qorvo, Inc., 3.38%, 4/1/31, Callable 4/1/26 @ 101.69 (a)		15,985		13,009
Skyworks Solutions, Inc., 3.00%, 6/1/31, Callable 3/1/31 @ 100		8,800		7,339
TSMC Arizona Corp., 2.50%, 10/25/31, Callable 7/25/31 @ 100		9,000		7,700
Western Digital Corp., 3.10%, 2/1/32, Callable 11/1/31 @ 100		3,875		2,806
Workday, Inc., 3.70%, 4/1/29, Callable 2/1/29 @ 100		3,000		2,827
				127,952
Materials (2.5%):
Albemarle Corp., 4.65%, 6/1/27, Callable 5/1/27 @ 100		6,000		5,924
AptarGroup, Inc., 3.60%, 3/15/32, Callable 12/15/31 @ 100		7,071		6,201
Avery Dennison Corp., 2.25%, 2/15/32, Callable 11/15/31 @ 100		11,500		9,247
Ball Corp., 3.13%, 9/15/31, Callable 6/15/31 @ 100		8,500		7,067
Bayport Polymers LLC, 4.74%, 4/14/27, Callable 3/14/27 @ 100 (a)		6,000		5,683

See notes to financial statements.

Victory Portfolios III
Victory Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Celanese U.S. Holdings LLC, 6.33%, 7/15/29, Callable 5/15/29 @ 100	$	2,564	$	2,596
Colonial Enterprises, Inc., 3.25%, 5/15/30, Callable 2/15/30 @ 100 (a)		4,000		3,621
Commercial Metals Co., 3.88%, 2/15/31, Callable 2/15/26 @ 101.94		4,500		3,936
Eagle Materials, Inc., 2.50%, 7/1/31, Callable 4/1/31 @ 100		11,601		9,442
Ecolab, Inc. 2.13%, 8/15/50, Callable 2/15/50 @ 100		5,000		3,012
2.70%, 12/15/51, Callable 6/15/51 @ 100		500		336
Freeport-McMoRan, Inc. 4.38%, 8/1/28, Callable 8/1/23 @ 102.19		3,500		3,324
4.63%, 8/1/30, Callable 8/1/25 @ 102.31		2,000		1,905
LYB International Finance III LLC 3.38%, 10/1/40, Callable 4/1/40 @ 100		1,500		1,108
4.20%, 5/1/50, Callable 11/1/49 @ 100		2,500		1,932
Martin Marietta Materials, Inc., 2.40%, 7/15/31, Callable 4/15/31 @ 100		5,000		4,157
Monsanto Co. 3.38%, 7/15/24, Callable 4/15/24 @ 100		5,000		4,863
3.95%, 4/15/45, Callable 10/15/44 @ 100		5,000		3,016
NewMarket Corp., 2.70%, 3/18/31, Callable 12/18/30 @ 100		7,500		6,267
Packaging Corp. of America, 3.05%, 10/1/51, Callable 4/1/51 @ 100		10,875		7,361
Reliance Steel & Aluminum Co., 2.15%, 8/15/30, Callable 5/15/30 @ 100		9,937		8,359
The Dow Chemical Co. 6.30%, 3/15/33, Callable 12/15/32 @ 100		4,000		4,405
4.25%, 10/1/34, Callable 4/1/34 @ 100		4,750		4,449
Vulcan Materials Co., 3.50%, 6/1/30, Callable 3/1/30 @ 100		5,000		4,586
Worthington Industries, Inc., 4.30%, 8/1/32, Callable 5/1/32 @ 100		5,890		5,093
WRKCo, Inc., 3.00%, 6/15/33, Callable 3/15/33 @ 100		6,000		4,902
				122,792
Real Estate (1.7%):
Alexandria Real Estate Equities, Inc. 1.88%, 2/1/33, Callable 11/1/32 @ 100		4,000		3,024
3.55%, 3/15/52, Callable 9/15/51 @ 100		2,000		1,409
AvalonBay Communities, Inc. 3.20%, 1/15/28, Callable 10/15/27 @ 100, MTN		2,679		2,509
2.45%, 1/15/31, Callable 10/17/30 @ 100, MTN		2,000		1,712
Boston Properties LP 2.55%, 4/1/32, Callable 1/1/32 @ 100		4,000		3,011
2.45%, 10/1/33, Callable 7/1/33 @ 100		7,878		5,669
Crown Castle, Inc. 2.25%, 1/15/31, Callable 10/15/30 @ 100		1,250		1,037
2.90%, 4/1/41, Callable 10/1/40 @ 100		5,000		3,565
ERP Operating LP, 2.85%, 11/1/26, Callable 8/1/26 @ 100		9,000		8,406
Essex Portfolio LP, 2.65%, 3/15/32, Callable 12/15/31 @ 100		5,000		4,109
GLP Capital LP/GLP Financing II, Inc. 4.00%, 1/15/31, Callable 10/15/30 @ 100		4,000		3,523
3.25%, 1/15/32, Callable 10/15/31 @ 100		3,617		2,981
Host Hotels & Resorts LP 3.38%, 12/15/29, Callable 9/15/29 @ 100		3,500		3,000
3.50%, 9/15/30, Callable 6/15/30 @ 100		4,150		3,540
Hudson Pacific Properties LP 3.95%, 11/1/27, Callable 8/1/27 @ 100		5,000		3,678

See notes to financial statements.

Victory Portfolios III
Victory Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
4.65%, 4/1/29, Callable 1/1/29 @ 100	$	1,979	$	1,375
3.25%, 1/15/30, Callable 10/15/29 @ 100		9,629		6,027
Kilroy Realty LP, 2.65%, 11/15/33, Callable 8/15/33 @ 100		11,850		7,857
Physicians Realty LP, 4.30%, 3/15/27, Callable 12/15/26 @ 100		5,000		4,796
SBA Tower Trust 2.84%, 1/15/25, Callable 1/15/24 @ 100 (a)		2,000		1,909
6.60%, 1/15/28, Callable 1/15/27 @ 100 (a)		1,158		1,214
VICI Properties LP/VICI Note Co., Inc., 4.13%, 8/15/30, Callable 2/15/25 @ 102.06 (a)		8,000		7,181
				81,532
Utilities (4.6%):
AEP Texas, Inc., 4.70%, 5/15/32, Callable 2/15/32 @ 100		6,000		5,899
Alabama Power Co., 3.85%, 12/1/42		3,000		2,525
Ameren Corp. 1.75%, 3/15/28, Callable 1/15/28 @ 100		5,600		4,885
3.50%, 1/15/31, Callable 10/15/30 @ 100		4,250		3,870
Atmos Energy Corp., 4.13%, 10/15/44, Callable 4/15/44 @ 100		10,000		8,745
Berkshire Hathaway Energy Co., 4.50%, 2/1/45, Callable 8/1/44 @ 100		12,000		10,985
Black Hills Corp., 3.88%, 10/15/49, Callable 4/15/49 @ 100		10,000		7,622
CenterPoint Energy, Inc., 2.65%, 6/1/31, Callable 3/1/31 @ 100		8,500		7,259
Delmarva Power & Light Co., 4.15%, 5/15/45, Callable 11/15/44 @ 100		5,000		4,270
Dominion Energy South Carolina, Inc., 4.10%, 6/15/46, Callable 12/15/45 @ 100		5,000		4,127
Duke Energy Carolinas LLC, 3.88%, 3/15/46, Callable 9/15/45 @ 100		5,000		4,150
Duke Energy Indiana LLC, 3.75%, 5/15/46, Callable 11/15/45 @ 100		5,000		4,052
Duke Energy Progress LLC, 4.15%, 12/1/44, Callable 6/1/44 @ 100		7,000		6,102
Duquesne Light Holdings, Inc., 2.78%, 1/7/32, Callable 10/7/31 @ 100 (a)		3,967		3,201
Entergy Louisiana LLC, 4.95%, 1/15/45, Callable 1/15/25 @ 100		7,000		6,686
Entergy Mississippi LLC, 3.25%, 12/1/27, Callable 9/1/27 @ 100		5,000		4,636
Entergy Texas, Inc. 3.45%, 12/1/27, Callable 9/1/27 @ 100		8,000		7,485
3.55%, 9/30/49, Callable 3/30/49 @ 100		5,000		3,813
Florida Power & Light Co. 3.15%, 10/1/49, Callable 4/1/49 @ 100		8,750		6,584
2.88%, 12/4/51, Callable 6/4/51 @ 100		4,500		3,209
Gulf Power Co., 3.30%, 5/30/27, Callable 2/28/27 @ 100		5,000		4,816
IPALCO Enterprises, Inc., 4.25%, 5/1/30, Callable 2/1/30 @ 100		5,475		5,081
ITC Holdings Corp. 4.95%, 9/22/27, Callable 8/22/27 @ 100 (a)		4,000		4,060
3.35%, 11/15/27, Callable 8/15/27 @ 100		2,000		1,898
MidAmerican Energy Co. 3.15%, 4/15/50, Callable 10/15/49 @ 100		7,000		5,220
2.70%, 8/1/52, Callable 2/1/52 @ 100		2,500		1,705
Mississippi Power Co., 4.25%, 3/15/42		3,168		2,727
NRG Energy, Inc. 4.45%, 6/15/29, Callable 3/15/29 @ 100 (a)		2,907		2,663
7.00%, 3/15/33, Callable 12/15/32 @ 100 (a)		6,000		6,233
Oglethorpe Power Corp., 4.50%, 4/1/47, Callable 10/1/46 @ 100 (a)		3,750		3,195
Oncor Electric Delivery Co. LLC, 3.75%, 4/1/45, Callable 10/1/44 @ 100		5,000		4,212
PECO Energy Co., 3.00%, 9/15/49, Callable 3/15/49 @ 100		7,000		5,038
Potomac Electric Power Co., 4.15%, 3/15/43, Callable 9/15/42 @ 100		5,000		4,496

See notes to financial statements.

Victory Portfolios III
Victory Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Public Service Co. of Colorado, 2.70%, 1/15/51, Callable 7/15/50 @ 100	$	7,000	$	4,730
Public Service Electric & Gas Co., 3.80%, 3/1/46, MTN, Callable 9/1/45 @ 100		8,000		6,644
Rayburn Country Securitization LLC, 2.31%, 12/1/30 (a)		5,732		5,228
South Jersey Industries, Inc., 5.02%, 4/15/31		9,000		7,656
Southwestern Public Service Co., 3.15%, 5/1/50, Callable 11/1/49 @ 100		10,000		7,240
The AES Corp., 2.45%, 1/15/31, Callable 10/15/30 @ 100		9,000		7,386
Tri-State Generation & Transmission Association, Inc. 4.70%, 11/1/44, Callable 5/1/44 @ 100		5,000		4,020
4.25%, 6/1/46, Callable 12/1/45 @ 100		10,000		7,530
WEC Energy Group, Inc., 6.98% (LIBOR03M+211bps), 5/15/67, Callable 6/5/23 @ 100 (b)		13,000		10,582
				222,465
Total Corporate Bonds (Cost $2,505,121)				2,212,865
Yankee Dollars (11.1%)
Communication Services (0.2%):
British Telecommunications PLC, 3.25%, 11/8/29, Callable 8/8/29 @ 100 (a)		7,000		6,336
Rogers Communications, Inc., 3.20%, 3/15/27, Callable 2/15/27 @ 100 (a)		5,000		4,689
				11,025
Consumer Discretionary (0.4%):
GENM Capital Labuan Ltd., 3.88%, 4/19/31, Callable 1/19/31 @ 100 (a)		8,500		6,883
International Game Technology PLC, 5.25%, 1/15/29, Callable 1/15/24 @ 102.63 (a)		5,500		5,286
Nemak SAB de CV, 3.63%, 6/28/31, Callable 3/28/31 @ 100 (a)		7,192		5,374
				17,543
Consumer Staples (0.7%):
Alimentation Couche-Tard, Inc., 2.95%, 1/25/30, Callable 10/25/29 @ 100 (a)		9,333		8,180
Bacardi Ltd., 4.70%, 5/15/28, Callable 2/15/28 @ 100 (a)		12,000		11,875
Imperial Brands Finance PLC 4.25%, 7/21/25, Callable 4/21/25 @ 100 (a)		5,000		4,863
3.88%, 7/26/29, Callable 4/26/29 @ 100 (a)		5,000		4,499
JBS USA LUX SA/JBS USA Food Co./JBS USA Finance, Inc., 3.00%, 2/2/29, Callable 12/2/28 @ 100 (a)		3,250		2,789
				32,206
Energy (0.6%):
Aker BP ASA, 4.00%, 1/15/31, Callable 10/15/30 @ 100 (a)		9,250		8,445
Korea National Oil Corp., 2.63%, 4/18/32 (a)		6,000		5,111
Petroleos Mexicanos 5.95%, 1/28/31, Callable 10/28/30 @ 100		6,667		4,933
6.70%, 2/16/32, Callable 11/16/31 @ 100		1,500		1,156
Shell International Finance BV, 3.63%, 8/21/42		7,000		5,906
Var Energi ASA, 8.00%, 11/15/32, Callable 8/15/32 @ 100 (a)		3,750		4,072
				29,623
Financials (6.5%):
ABN AMRO Bank NV 4.75%, 7/28/25 (a)		6,000		5,844
4.80%, 4/18/26 (a)		8,000		7,809

See notes to financial statements.

Victory Portfolios III
Victory Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
ANZ Bank New Zealand Ltd., 5.55%, 8/11/32, Callable 8/11/27 @ 100 (a)	$	4,167	$	4,134
Ascot Group Ltd., 4.25%, 12/15/30, Callable 12/15/25 @ 100 (a)		7,802		6,129
Banco Santander Mexico SA Institucion de Banca Multiple Grupo Financiero Santand, 5.95% (H15T5Y+300bps), 10/1/28, Callable 10/1/23 @ 100 (a) (b)		1,000		987
Bank of Montreal, 3.09% (H15T5Y+140bps), 1/10/37, Callable 1/10/32 @ 100 (b)		6,500		5,229
Bank of New Zealand, 1.00%, 3/3/26 (a)		10,400		9,351
Barclays PLC 7.39% (H15T1Y+330bps), 11/2/28, Callable 11/2/27 @ 100 (b)		5,000		5,340
5.75% (H15T1Y+300bps), 8/9/33, Callable 8/9/32 @ 100 (b)		5,000		4,915
BNP Paribas SA 4.38%, 5/12/26 (a)		5,500		5,300
4.63%, 3/13/27 (a)		4,500		4,364
BP Capital Markets PLC 4.38% (H15T5Y+404bps), Callable 6/22/25 @ 100 (b) (e)		9,500		9,116
4.88% (H15T5Y+440bps), Callable 3/22/30 @ 100 (b) (e)		4,000		3,666
BPCE SA 3.50%, 10/23/27 (a)		5,000		4,627
3.25%, 1/11/28 (a)		6,000		5,522
Brookfield Finance, Inc., 4.85%, 3/29/29, Callable 12/29/28 @ 100		7,000		6,881
Canadian Imperial Bank of Commerce, 7.26%, 4/10/32 (a)		2,156		2,491
Commonwealth Bank of Australia 2.69%, 3/11/31 (a)		9,000		7,181
3.78%, 3/14/32 (a)		3,000		2,556
Cooperatieve Rabobank UA, 4.00% (USSW5+189bps), 4/10/29, MTN, Callable 4/10/24 @ 100 (b)		5,000		4,840
Credit Agricole SA, 4.13%, 1/10/27 (a)		15,000		14,502
Credit Suisse Group AG 4.55%, 4/17/26		5,000		4,663
4.28%, 1/9/28, Callable 1/9/27 @ 100 (a)		3,250		2,945
3.87% (LIBOR03M+141bps), 1/12/29, Callable 1/12/28 @ 100 (a) (b)		4,445		3,971
9.02% (SOFR+502bps), 11/15/33, Callable 11/15/32 @ 100 (a) (b)		750		888
Deutsche Bank AG 4.88% (USISDA05+255bps), 12/1/32, Callable 12/1/27 @ 100 (b)		10,000		8,318
3.74% (SOFR+226bps), 1/7/33, Callable 10/7/31 @ 100 (b)		5,000		3,663
Enel Finance International NV, 7.50%, 10/14/32, Callable 7/14/32 @ 100 (a)		3,000		3,358
HSBC Holdings PLC, 2.21% (SOFR+129bps), 8/17/29, Callable 8/17/28 @ 100 (b)		8,500		7,232
ING Groep NV, 3.95%, 3/29/27		5,000		4,802
Lloyds Banking Group PLC 3.75%, 1/11/27		9,000		8,568
3.57% (LIBOR03M+121bps), 11/7/28, Callable 11/7/27 @ 100 (b)		5,000		4,642
7.95% (H15T1Y+375bps), 11/15/33, Callable 8/15/32 @ 100 (b)		2,121		2,367
Macquarie Bank Ltd., 3.05% (H15T5Y+170bps), 3/3/36, Callable 3/3/31 @ 100 (a) (b)		8,750		6,735
Macquarie Group Ltd., 4.10% (SOFR+213bps), 6/21/28, Callable 6/21/27 @ 100 (a) (b)		5,000		4,778
Mitsubishi UFJ Financial Group, Inc., 5.02% (H15T1Y+195bps), 7/20/28, Callable 7/20/27 @ 100 (b)		5,000		4,985

See notes to financial statements.

Victory Portfolios III
Victory Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Mizuho Financial Group, Inc. 3.17%, 9/11/27	$	5,000	$	4,671
2.56%, 9/13/31		5,000		3,986
2.17% (H15T1Y+87bps), 5/22/32, Callable 5/22/31 @ 100 (b)		5,000		3,972
Nationwide Building Society, 4.00%, 9/14/26 (a)		7,058		6,629
NatWest Group PLC 4.80%, 4/5/26		5,000		4,982
5.08% (LIBOR03M+191bps), 1/27/30, Callable 1/27/29 @ 100 (b)		6,000		5,923
Nomura Holdings, Inc., 5.61%, 7/6/29		5,000		4,978
nVent Finance Sarl, 5.65%, 5/15/33, Callable 2/15/33 @ 100		5,500		5,553
Phoenix Group Holdings PLC, 5.38%, 7/6/27, MTN		3,750		3,614
Port of Newcastle Investments Financing Pty Ltd., 5.90%, 11/24/31, Callable 8/24/31 @ 100 (a)		6,000		5,290
Santander UK Group Holdings PLC, 2.90% (SOFR+148bps), 3/15/32, Callable 3/15/31 @ 100 (b)		3,000		2,470
Societe Generale SA 1.49% (H15T1Y+1bps), 12/14/26, Callable 12/14/25 @ 100 (a) (b)		8,500		7,509
6.22% (H15T1Y+320bps), 6/15/33, Callable 6/15/32 @ 100 (a) (b)		9,000		8,468
Standard Chartered PLC 7.77% (H15T1Y+345bps), 11/16/28, Callable 11/16/27 @ 100 (a) (b)		2,500		2,705
4.87% (LIBOR03M+197bps), 3/15/33, Callable 3/15/28 @ 100 (a) (b)		7,500		6,944
Sumitomo Mitsui Financial Group, Inc., 2.22%, 9/17/31		8,500		6,898
The Bank of Nova Scotia 4.50%, 12/16/25		6,000		5,898
1.30%, 9/15/26		7,000		6,231
The Toronto-Dominion Bank 2.00%, 9/10/31		8,500		6,881
3.63% (USSW5+221bps), 9/15/31, Callable 9/15/26 @ 100 (b)		10,000		9,444
Washington Aircraft 1 Co. DAC, Title XI (NBGA — United States Government), 2.64%, 9/15/26		2,175		2,066
Westpac Banking Corp. 4.32% (USISDA05+224bps), 11/23/31, Callable 11/23/26 @ 100 (b)		5,000		4,741
2.67% (H15T5Y+2bps), 11/15/35, Callable 11/15/30 @ 100 (b)		4,000		3,139
3.02% (H15T5Y+153bps), 11/18/36, Callable 11/18/31 @ 100 (b)		2,000		1,570
				317,261
Health Care (0.5%):
Olympus Corp., 2.14%, 12/8/26, Callable 11/8/26 @ 100 (a)		3,939		3,573
Royalty Pharma PLC, 3.55%, 9/2/50, Callable 3/2/50 @ 100		2,000		1,374
Smith & Nephew PLC, 2.03%, 10/14/30, Callable 7/14/30 @ 100		10,240		8,341
STERIS Irish FinCo Unlimited Co. 2.70%, 3/15/31, Callable 12/15/30 @ 100		3,000		2,520
3.75%, 3/15/51, Callable 9/15/50 @ 100		8,000		5,958
Teva Pharmaceutical Finance Netherlands III BV, 3.15%, 10/1/26		5,000		4,526
				26,292
Industrials (1.1%):
Air Canada Pass Through Trust 4.13%, 5/15/25 (a)		14,563		13,638
3.60%, 3/15/27 (a)		6,466		6,046
3.75%, 12/15/27 (a)		4,119		3,813
BAE Systems PLC, 3.40%, 4/15/30, Callable 1/15/30 @ 100 (a)		3,500		3,226

See notes to financial statements.

Victory Portfolios III
Victory Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Ferguson Finance PLC 3.25%, 6/2/30, Callable 3/2/30 @ 100 (a)	$	6,000	$	5,257
4.65%, 4/20/32, Callable 1/20/32 @ 100 (a)		3,000		2,867
Rolls-Royce PLC, 3.63%, 10/14/25, Callable 7/14/25 @ 100 (a)		5,000		4,724
Sydney Airport Finance Co. Pty Ltd., 3.63%, 4/28/26, Callable 1/28/26 @ 100 (a)		7,000		6,768
Trane Technologies Financing Ltd., 5.25%, 3/3/33, Callable 12/3/32 @ 100		4,000		4,150
Turkish Airlines Pass Through Trust, 4.20%, 3/15/27 (a)		4,993		4,343
				54,832
Information Technology (0.2%):
NXP BV/NXP Funding LLC/NXP USA, Inc., 2.65%, 2/15/32, Callable 11/15/31 @ 100		7,000		5,768
Open Text Corp., 6.90%, 12/1/27, Callable 11/1/27 @ 100 (a)		1,765		1,825
				7,593
Materials (0.6%):
ArcelorMittal SA 6.80%, 11/29/32, Callable 8/29/32 @ 100		3,250		3,400
7.00%, 10/15/39		4,000		4,228
Braskem Netherlands Finance BV 4.50%, 1/31/30 (a)		13,000		10,922
7.25%, 2/13/33, Callable 11/13/32 @ 100 (a)		1,600		1,531
CCL Industries, Inc., 3.05%, 6/1/30, Callable 3/1/30 @ 100 (a)		7,235		6,207
Teck Resources Ltd., 6.13%, 10/1/35		5,000		5,221
				31,509
Real Estate (0.1%):
Ontario Teachers' Cadillac Fairview Properties Trust, 2.50%, 10/15/31, Callable 7/15/31 @ 100 (a)		5,500		4,476
Utilities (0.2%):
Enel Chile SA, 4.88%, 6/12/28, Callable 3/12/28 @ 100		5,000		4,882
Enel Finance International NV, 2.25%, 7/12/31, Callable 4/12/31 @ 100 (a)		5,000		3,960
				8,842
Total Yankee Dollars (Cost $593,776)				541,202
Municipal Bonds (7.9%)
Arizona (0.1%):
City of Phoenix Civic Improvement Corp. Revenue 1.16%, 7/1/26		910		823
1.59%, 7/1/29 1,000 845 1.84%, 7/1/31, Continuously Callable @100		2,000		1,633
				3,301
California (0.6%):
City of El Cajon Revenue Series A, 2.09%, 4/1/29		425		365
Series A, 2.19%, 4/1/30		425		359
Series A, 2.29%, 4/1/31, Continuously Callable @100		550		457

See notes to financial statements.

Victory Portfolios III
Victory Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
City of Riverside Revenue Series A, 2.49%, 6/1/26	$	1,800	$	1,693
Series A, 2.64%, 6/1/27		1,400		1,304
San Jose Financing Authority Revenue, 1.71%, 6/1/28		2,000		1,759
San Jose Redevelopment Agency Successor Agency Tax Allocation, Series A-T, 3.13%, 8/1/28, Continuously Callable @100		10,000		9,366
San Marcos Redevelopment Agency Successor Agency Tax Allocation Series B, 4.02%, 10/1/25		5,250		5,167
Series B, 4.47%, 10/1/29		6,500		6,458
Vista Redevelopment Agency Successor Agency Tax Allocation (INS — Assured Guaranty Municipal Corp.), Series A, 4.13%, 9/1/30, Continuously Callable @100		2,590		2,487
				29,415
Colorado (0.3%):
City & County of Denver Co. Airport System Revenue Series C, 2.14%, 11/15/29		4,500		3,942
Series C, 2.24%, 11/15/30		5,000		4,313
County of El Paso Revenue, 4.47%, 10/1/35		5,000		4,914
				13,169
Connecticut (0.6%):
City of Bridgeport, GO, Series A, 4.08%, 8/15/29, Continuously Callable @100		7,380		7,209
City of New Haven, GO, Series B, 4.68%, 8/1/31, Continuously Callable @100		10,000		9,897
State of Connecticut, GO Series A, 2.35%, 7/1/26		2,415		2,283
Series A, 3.43%, 4/15/28		1,500		1,449
Series A, 2.55%, 7/1/28		2,000		1,847
Town of Hamden, GO, 4.93%, 8/15/30, Continuously Callable @100		3,845		3,825
				26,510
Florida (0.7%):
County of Broward Florida Airport System Revenue, Series C, 2.91%, 10/1/32, Continuously Callable @100		9,500		8,211
County of Miami-Dade Aviation Revenue, Series B, 3.38%, 10/1/30, Continuously Callable @100		2,500		2,306
Florida Development Finance Corp. Revenue, Series B, 3.22%, 2/1/32, Continuously Callable @100		4,080		3,496
Hillsborough County IDA Revenue, 3.58%, 8/1/35, Continuously Callable @100		13,500		12,094
Hillsborough County School Board Certificate of Participation, Series B, 1.92%, 7/1/25		4,250		4,004
St. Johns County IDA Revenue (INS — Assured Guaranty Municipal Corp.), Series B, 2.54%, 10/1/30, Continuously Callable @100		2,500		2,068
				32,179
Georgia (0.4%):
Athens Housing Authority Revenue 2.54%, 12/1/27		3,405		3,168
2.59%, 12/1/28		4,585		4,204

See notes to financial statements.

Victory Portfolios III
Victory Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Atlanta & Fulton County Recreation Authority Revenue 3.80%, 12/15/37	$	2,000	$	1,777
4.00%, 12/15/46		1,500		1,271
City of Atlanta GA Water & Wastewater Revenue, 2.26%, 11/1/35, Continuously Callable @100		2,500		2,027
Savannah Hospital Authority Revenue, Series B, 3.99%, 7/1/38		5,000		4,208
				16,655
Hawaii (0.2%):
State of Hawaii Airports System Revenue, Series E, 1.81%, 7/1/27		1,370		1,232
State of Hawaii Department of Business Economic Development & Tourism Revenue, Series A-2, 3.24%, 1/1/31		10,725		10,320
				11,552
Idaho (0.1%):
Idaho State Building Authority Revenue Series A, 3.78%, 9/1/30, Continuously Callable @100		2,500		2,414
Series A, 3.93%, 9/1/31, Continuously Callable @100		2,120		2,057
Series A, 3.98%, 9/1/32, Continuously Callable @100		2,000		1,937
				6,408
Illinois (0.4%):
Chicago O'Hare International Airport Revenue, Series D, 2.17%, 1/1/28		3,000		2,724
City of Chicago Wastewater Transmission Revenue, 5.84%, 1/1/35		6,500		6,791
Illinois Finance Authority Revenue 3.55%, 8/15/29		2,025		1,896
3.60%, 8/15/30		3,000		2,779
State of Illinois Sales Tax Revenue Series B, 2.51%, 6/15/32, Continuously Callable @100		2,000		1,635
Series B, 2.66%, 6/15/33, Continuously Callable @100		1,500		1,218
Winnebago & Boone Counties School District No. 205 Rockford, GO, 3.80%, 12/1/26, Continuously Callable @100		4,500		4,413
				21,456
Indiana (0.2%):
Indiana Finance Authority Revenue Series A, 3.62%, 7/1/36		1,500		1,376
Series C, 4.36%, 7/15/29		4,955		4,952
Series C, 4.53%, 7/15/31		4,260		4,267
				10,595
Kansas (0.0%): (f)
Wyandotte County-Kansas City Unified Government Utility System Revenue, Series B, 1.66%, 9/1/27		2,000		1,786
Louisiana (0.2%):
Louisiana Local Government Environmental Facilities & Community Development Authority Revenue 1.55%, 2/1/27		2,005		1,827
Series A, 4.48%, 8/1/39		3,775		3,690
Louisiana Public Facilities Authority Revenue, 2.28%, 6/1/30		3,500		2,895
				8,412

See notes to financial statements.

Victory Portfolios III
Victory Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Maryland (0.4%):
Maryland Economic Development Corp. Revenue Series B, 4.05%, 6/1/27	$	2,290	$	2,135
Series B, 4.15%, 6/1/28		2,390		2,202
Series B, 4.25%, 6/1/29		2,495		2,274
Series B, 4.35%, 6/1/30		1,325		1,198
Series B, 4.40%, 6/1/31		1,385		1,243
Maryland Stadium Authority Revenue Series C, 2.33%, 5/1/34		3,010		2,427
Series C, 2.36%, 5/1/35		3,050		2,423
Series C, 2.81%, 5/1/40		7,000		5,582
				19,484
Massachusetts (0.1%):
Massachusetts School Building Authority Revenue, Series B, 2.97%, 10/15/32, Continuously Callable @100		6,500		5,678
Michigan (0.2%):
Michigan Finance Authority Revenue, 3.08%, 12/1/34		13,000		11,316
Missouri (0.1%):
The Curators of the University of Missouri, 2.01%, 11/1/27, Continuously Callable @100		3,000		2,731
New Jersey (0.5%):
City of Atlantic, GO Series A, 4.23%, 9/1/25		2,525		2,486
Series A, 4.29%, 9/1/26		2,415		2,375
New Jersey Economic Development Authority Revenue Series C, 5.71%, 6/15/30		2,500		2,608
Series NNN, 3.77%, 6/15/31		10,000		9,318
New Jersey Educational Facilities Authority Revenue, Series E, 4.02%, 7/1/39		3,000		2,417
Rutgers The State University of New Jersey Revenue, Series S, 1.91%, 5/1/31		2,750		2,242
South Jersey Transportation Authority Revenue, Series B, 2.38%, 11/1/27		1,030		923
				22,369
New York (0.4%):
Long Island Power Authority Revenue Series B, 3.98%, 9/1/25		2,500		2,464
Series B, 4.13%, 9/1/26		2,500		2,457
New York State Dormitory Authority Revenue Series A, 2.51%, 7/1/33		5,000		4,137
Series B, 2.83%, 7/1/31		5,000		4,418
New York State Urban Development Corp. Revenue 1.88%, 3/15/30		2,600		2,200
2.03%, 3/15/31, Continuously Callable @100		3,500		2,924
				18,600
Ohio (0.1%):
Cleveland Department of Public Utilities Division of Public Power Revenue, 5.50%, 11/15/38, Pre-refunded 11/15/24 @ 100		5,000		5,070

See notes to financial statements.

Victory Portfolios III
Victory Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Oklahoma (0.2%):
Oklahoma Development Finance Authority Revenue, Series C, 5.45%, 8/15/28	$	9,750	$	8,261
The University of Oklahoma Revenue Series C, 2.15%, 7/1/30		750		642
Series C, 2.30%, 7/1/31, Continuously Callable @100		1,000		846
				9,749
Pennsylvania (0.9%):
City of Pittsburgh, GO, Series B, 1.19%, 9/1/26		4,000		3,619
Commonwealth Financing Authority Revenue, Series A, 3.86%, 6/1/38		5,045		4,575
Pennsylvania Economic Development Financing Authority Revenue, Series B, 3.20%, 11/15/27		1,375		1,305
Pennsylvania Higher Educational Facilities Authority Revenue, 3.73%, 7/15/43		3,000		2,302
Pennsylvania IDA Revenue, 3.56%, 7/1/24 (a)		3,743		3,698
Public Parking Authority of Pittsburgh Revenue 2.33%, 12/1/29		895		754
2.58%, 12/1/31, Continuously Callable @100		825		672
Scranton School District, GO Series A, 3.15%, 6/15/34, (Put Date 6/15/24) (a) (i)		2,800		2,743
Series B, 3.15%, 6/15/34, (Put Date 6/15/24) (a) (i)		1,410		1,381
Scranton School District, GO (INS — Build America Mutual Assurance Co.) 3.05%, 4/1/29		800		741
3.10%, 4/1/30		950		870
3.15%, 4/1/31		250		227
State Public School Building Authority Revenue 3.05%, 4/1/28		2,000		1,882
3.15%, 4/1/30		6,460		6,003
State Public School Building Authority Revenue (INS — Build America Mutual Assurance Co.), Series B-1, 4.08%, 12/1/23		1,300		1,287
The School District of Philadelphia, GO, 5.06%, 9/1/42		10,000		9,406
University of Pittsburgh-of the Commonwealth System of Higher Education Revenue Series C, 2.58%, 9/15/32		1,000		856
Series C, 2.63%, 9/15/33		2,000		1,693
				44,014
Tennessee (0.2%):
Jackson Energy Authority Revenue, Series E, 3.20%, 4/1/24, Continuously Callable @100		3,915		3,850
Metropolitan Government Nashville & Davidson County Health & Educational Facilities Board Revenue, Series B, 4.05%, 7/1/26, Continuously Callable @100		8,000		7,790
				11,640
Texas (0.8%):
Central Texas Regional Mobility Authority Revenue Series C, 1.74%, 1/1/26		1,000		926
Series C, 1.84%, 1/1/27		1,000		904
Series C, 2.09%, 1/1/28		1,000		890

See notes to financial statements.

Victory Portfolios III
Victory Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
City of Corpus Christi TX Utility System Revenue Series B, 1.49%, 7/15/27	$	2,000	$	1,784
Series B, 1.71%, 7/15/28		2,220		1,948
City of Houston TX Combined Utility System Revenue, Series D, 1.62%, 11/15/30		2,250		1,845
County of Bexar Revenue, 2.53%, 8/15/34, Continuously Callable @100		2,800		2,212
Dallas Fort Worth International Airport Revenue Series C, 1.65%, 11/1/26		1,500		1,371
Series C, 1.95%, 11/1/28		1,000		880
Series C, 2.05%, 11/1/29		1,250		1,078
Series C, 2.10%, 11/1/30		1,000		845
Harris County Cultural Education Facilities Finance Corp. Revenue 3.34%, 11/15/37		2,000		1,687
Series B, 2.17%, 5/15/23		1,000		998
Series B, 2.57%, 5/15/26		1,000		938
Series D, 2.28%, 7/1/34		6,785		5,236
McLennan County Public Facility Corp. Revenue, 3.90%, 6/1/29, Continuously Callable @100		2,000		1,951
Port of Corpus Christi Authority of Nueces County Revenue, 3.49%, 12/1/25		1,000		970
San Antonio Education Facilities Corp. Revenue 2.38%, 4/1/28		1,500		1,300
2.65%, 4/1/30		1,150		955
2.73%, 4/1/31		750		611
Tarrant County Cultural Education Facilities Finance Corp. Revenue 2.08%, 9/1/28		600		525
2.57%, 9/1/32, Continuously Callable @100		1,000		821
2.69%, 9/1/33, Continuously Callable @100		1,000		813
Texas Public Finance Authority Revenue 1.62%, 2/1/31		2,000		1,636
1.78%, 2/1/32, Continuously Callable @100		1,500		1,210
Texas Tech University System Revenue, 1.55%, 2/15/28		2,000		1,767
Waco Educational Finance Corp. Revenue 1.53%, 3/1/27		1,340		1,199
1.69%, 3/1/28		1,500		1,312
2.06%, 3/1/31, Continuously Callable @100		1,500		1,236
				39,848
Washington (0.1%):
Washington State University Revenue Series A, 2.24%, 10/1/28		1,800		1,614
Series A, 2.31%, 10/1/29		5,915		5,205
				6,819
Wisconsin (0.1%):
Public Finance Authority Revenue, Series WI, 3.63%, 6/1/51		6,575		4,371
Total Municipal Bonds (Cost $424,009)				383,127

See notes to financial statements.

Victory Portfolios III
Victory Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
U.S. Government Agency Mortgages (3.8%)
Federal Home Loan Mortgage Corp. Series K045, Class A2, 3.02%, 1/25/25	$	9,061	$	8,836
Series KPLB, Class A, 2.77%, 5/25/25		17,000		16,412
Series KIR1, Class A2, 2.85%, 3/25/26		12,000		11,529
Series S8FX, Class A1, 3.02%, 3/25/27		11,695		11,353
Series K068, Class A2, 3.24%, 8/25/27		4,533		4,370
Series K095, Class A2, 2.79%, 6/25/29		8,750		8,116
Series K097, Class A2, 2.51%, 7/25/29		8,000		7,286
Series K096, Class A2, 2.52%, 7/25/29		9,000		8,208
Series KG02, Class A2, 2.41%, 8/25/29		9,091		8,245
Series K100, Class A2, 2.67%, 9/25/29		5,455		5,003
5.50%, 12/1/35 – 4/1/36		381		396
5.00%, 3/1/38 – 2/1/53		21,635		21,520
3.50%, 5/1/42 – 5/1/47		7,863		7,453
4.50%, 11/1/42 – 10/1/52		10,094		9,890
3.00%, 1/1/52		5,598		5,034
				133,651
Federal National Mortgage Association Series 2017-M15, Class AV2, 2.65%, 11/25/24 (c)		2,872		2,805
Series 2017-M2, Class A2, 2.90%, 2/25/27 (c)		2,270		2,169
Series 2017-M7, Class A2, 2.96%, 2/25/27 (c)		2,141		2,052
2.50%, 2/1/28 – 11/1/34		4,613		4,351
Series 2018-M4, Class A2, 3.16%, 3/25/28 (c)		5,443		5,212
6.50%, 4/1/31 – 3/1/32		226		239
5.00%, 6/1/33		515		523
5.50%, 9/1/35 – 5/1/38		2,654		2,758
6.00%, 5/1/36 – 8/1/37		996		1,057
3.50%, 4/1/48 – 2/1/50		10,466		9,832
4.00%, 4/1/48 – 2/1/50		10,849		10,489
3.00%, 2/1/50		4,781		4,329
				45,816
Government National Mortgage Association 7.00%, 8/15/23 – 7/15/32		278		288
6.50%, 9/15/23 – 10/15/31		342		355
7.50%, 6/15/26 – 8/15/29		148		152
6.00%, 9/15/28 – 1/15/33		948		972
5.50%, 4/20/33		174		181
5.00%, 8/15/33		1,068		1,090
4.50%, 4/20/53		4,000		3,924
				6,962
				186,429
Total U.S. Government Agency Mortgages (Cost $198,056)				186,429

See notes to financial statements.

Victory Portfolios III
Victory Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
U.S. Treasury Obligations (17.5%)
U.S. Treasury Bonds 1.13%, 5/15/40	$	10,000	$	6,700
3.88%, 8/15/40		15,000		15,436
1.38%, 11/15/40		30,000		20,752
1.88%, 2/15/41		9,000		6,761
2.25%, 5/15/41		47,000		37,468
1.75%, 8/15/41		25,000		18,180
2.75%, 8/15/42		55,000		47,016
2.75%, 11/15/42		10,000		8,522
3.13%, 2/15/43		20,000		18,069
2.88%, 5/15/43		10,000		8,672
3.38%, 5/15/44		5,000		4,672
3.00%, 11/15/44		25,000		21,922
2.50%, 2/15/45		55,000		44,077
2.50%, 2/15/46		15,000		11,951
2.25%, 8/15/46		42,950		32,474
2.88%, 11/15/46		10,000		8,537
3.00%, 2/15/47		23,000		20,050
2.75%, 11/15/47		12,000		9,994
3.13%, 5/15/48		30,000		26,803
3.38%, 11/15/48		10,000		9,364
3.00%, 2/15/49		10,000		8,764
1.25%, 5/15/50		30,000		17,489
1.63%, 11/15/50		35,000		22,493
2.88%, 5/15/52		10,000		8,556
U.S. Treasury Inflation Indexed Bonds 2.38%, 1/15/25		63,828		64,179
0.88%, 1/15/29		11,912		11,659
U.S. Treasury Notes 0.13%, 7/15/23		10,000		9,895
0.25%, 9/30/23		40,000		39,231
0.13%, 10/15/23		20,000		19,569
0.13%, 12/15/23		5,000		4,855
2.50%, 5/15/24		5,000		4,882
3.00%, 7/31/24		25,000		24,517
2.50%, 1/31/25		5,000		4,856
2.00%, 2/15/25		35,000		33,686
2.75%, 5/15/25		20,000		19,492
0.38%, 1/31/26		30,000		27,345
1.63%, 2/15/26		15,000		14,147
0.75%, 8/31/26		5,000		4,543
2.38%, 5/15/27		10,000		9,544
0.50%, 10/31/27		30,000		26,210
1.25%, 3/31/28		25,000		22,443
1.25%, 9/30/28		25,000		22,203
2.63%, 2/15/29		20,000		19,058
2.38%, 3/31/29		20,000		18,775
4.13%, 11/15/32		20,000		21,112
Total U.S. Treasury Obligations (Cost $942,826)				856,923

See notes to financial statements.

Victory Portfolios III
Victory Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares or Principal Amount		Value
Commercial Paper (0.8%) (j)
CSLB Holdings, Inc., 5.03%, 5/4/23 (a)	$	1,931	$	1,929
Equifax, Inc., 5.03%, 5/3/23 (a)		3,000		2,998
ERAC USA Finance LLC, 5.03%, 5/1/23 (a)		12,300		12,295
Hannover Funding Co. LLC 2.57%, 5/2/23 (a)		9,300		9,295
4.98%, 5/3/23 (a)		6,650		6,645
5.06%, 5/5/23 (a)		6,000		5,997
Total Commercial Paper (Cost $39,173)				39,159
Collateral for Securities Loaned (0.4%)^
Goldman Sachs Financial Square Government Fund, Institutional Shares, 4.77% (k)		5,077,186		5,077
HSBC U.S. Government Money Market Fund, Institutional Shares, 4.76% (k)		5,077,186		5,078
Invesco Government & Agency Portfolio, Institutional Shares, 4.78% (k)		5,077,186		5,077
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 4.77% (k)		5,077,186		5,077
Total Collateral for Securities Loaned (Cost $20,309)				20,309
Total Investments (Cost $5,400,966) — 99.9%				4,878,311
Other assets in excess of liabilities — 0.1%				6,664
NET ASSETS — 100.00%			$	4,884,975

At April 30, 2023, the Fund's investments in foreign securities were 11.6% of net assets.

^ Purchased with cash collateral from securities on loan.

(a) Rule 144A security or other security that is restricted as to resale to institutional investors. As of April 30, 2023, the fair value of these securities was $1,211,127 thousands and amounted to 24.8% of net assets.

(b) Variable or Floating-Rate Security. Rate disclosed is as of April 30, 2023.

(d) Security is interest only.

(e) Security is perpetual and has no final maturity date but may be subject to calls at various dates in the future.

(f) Amount represents less than 0.05% of net assets.

(g) All or a portion of this security is on loan.

(h) Currently the issuer is in default with respect to interest and/or principal payments.

(i) Put Bond.

(j) Rate represents the effective yield at April 30, 2023.

(k) Rate disclosed is the daily yield on April 30, 2023.

bps — Basis points

See notes to financial statements.

Victory Portfolios III
Victory Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

Continuously callable — Investment is continuously callable or will be continuously callable on any date after the first call date until its maturity.

GO — General Obligation

H15T1Y — 1 Year Treasury Constant Maturity Rate

H15T5Y — 5 Year Treasury Constant Maturity Rate

IDA — Industrial Development Authority

LIBOR — London Interbank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of April 30, 2023, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of April 30, 2023, based on the last reset date of the security

LLC — Limited Liability Company

LP — Limited Partnership

MTN — Medium Term Note

PLC — Public Limited Company

SOFR — Secured Overnight Financing Rate

Title XI — The Title XI Guarantee Program provides a guarantee of payment of principal and interest of debt obligations issued by U.S. merchant marine and U.S. shipyards by enabling owners of eligible vessels and shipyards to obtain financing at attractive terms. The guarantee carries the full faith and credit of the U.S. government.

TSFR — Term SOFR

TSFR1M — 1 month Term SOFR, rate disclosed as of April 30, 2023.

TSFR3M — 3 month Term SOFR, rate disclosed as of April 30, 2023.

USISDA05 — 5 Year ICE Swap Rate, rate disclosed as of April 30, 2023.

USSW5 — USD 5 Year Swap Rate, rate disclosed as of April 30, 2023.

INS Principal and interest payments are insured by the name listed. Although bond insurance reduces the risk of loss due to default by an issuer, such bonds remain subject to the risk that value may fluctuate for other reasons, and there is no assurance that the insurance company will meet its obligations.

NBGA Principal and interest payments or, under certain circumstances, underlying mortgages are guaranteed by a nonbank guaranteed agreement from the name listed.

See notes to financial statements.

Victory Portfolios III

Statements of Assets and Liabilities
April 30, 2023

(Amounts in Thousands, Except Per Share Amounts)

	Victory Income Fund
Assets:
Investments, at value (Cost $5,400,966)	$	4,878,311	(a)
Cash		370
Deposit with broker for futures contracts		2,217
Receivables:
Interest and dividends		42,732
Capital shares issued		1,242
Investments sold		14,872
From Adviser		44
Prepaid expenses		43
Total Assets		4,939,831
Liabilities:
Payables:
Collateral received on loaned securities		20,309
Investments purchased		29,534
Capital shares redeemed		2,515
Accrued expenses and other payables:
Investment advisory fees		1,300
Administration fees		496
Custodian fees		35
Transfer agent fees		424
Compliance fees		4
Trustees' fees		—	(b)
12b-1 fees		5
Other accrued expenses		234
Total Liabilities		54,856
Net Assets:
Capital		5,456,080
Total accumulated earnings/(loss)		(571,105	)
Net Assets	$	4,884,975
Net Assets
Fund Shares	$	2,260,747
Institutional Shares		2,564,595
Class A		51,813
Class R6		7,820
Total	$	4,884,975
Shares (unlimited number of shares authorized with no par value):
Fund Shares		197,803
Institutional Shares		224,542
Class A		4,549
Class R6		684
Total		427,578
Net asset value, offering and redemption price per share: (c)
Fund Shares	$	11.43
Institutional Shares		11.42
Class A		11.39
Class R6		11.43
Maximum Sales Charge — Class A		2.25	%
Maximum offering price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share — Class A	$	11.65

(a) Includes $19,762 thousand of securities on loan.

(b) Rounds to less than $1 thousand.

See notes to financial statements.

Victory Portfolios III

Statements of Operations

(Amounts in Thousands)

	Victory Income Fund
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022
Investment Income:
Dividends	$	2,682		$	3,725
Interest		144,360			208,150
Securities lending (net of fees)		390			239
Total Income		147,432			212,114
Expenses:
Investment advisory fees		11,617			12,637
Administration fees — Fund Shares		2,573			4,193
Administration fees — Institutional Shares		1,945			3,703
Administration fees — Class A		60			102
Administration fees — Class C (b)		—			—	(c)
Administration fees — Class R6		2			4
Sub-Administration fees		22			28
12b-1 fees — Class A		100			170
12b-1 fees — Class C (b)		—			—	(c)
Custodian fees		156			278
Transfer agent fees — Fund Shares		1,937			2,806
Transfer agent fees — Institutional Shares		1,945			3,703
Transfer agent fees — Class A		40			68
Transfer agent fees — Class C (b)		—			—	(c)
Transfer agent fees — Class R6		—	(c)		1
Trustees' fees		37			52
Compliance fees		36			49
Legal and audit fees		76			69
State registration and filing fees		131			115
Interfund lending fees		2			1
Other expenses		513			657
Recoupment of prior expenses waived/reimbursed by Adviser		—	(b)		—
Total Expenses		21,192			28,636
Expenses waived/reimbursed by Adviser		(280	)		(25	)
Net Expenses		20,912			28,611
Net Investment Income (Loss)		126,520			183,503
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities and foreign currency transactions		(53,978	)		86,461
Net change in unrealized appreciation/depreciation on investment securities		(121,120	)		(967,789	)
Net realized/unrealized gains (losses) on investments		(175,098	)		(881,328	)
Change in net assets resulting from operations	$	(48,578	)	$	(697,825	)

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Class C activity is for the period August 1, 2021 to February 28, 2022 (date of termination).

See notes to financial statements.

Victory Portfolios III

Statements of Changes in Net Assets

(For a Share Outstanding Throughout Each Period)

	Victory Income Fund
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021
From Investments:
Operations:
Net Investment Income (Loss)	$	126,520		$	183,503		$	236,914
Net realized gains (losses)		(53,978	)		86,461			115,776
Net change in unrealized appreciation/depreciation		(121,120	)		(967,789	)		(54,721	)
Change in net assets resulting from operations		(48,578	)		(697,825	)		297,969
Distributions to Shareholders:
Fund Shares		(57,735	)		(138,655	)		(144,726	)
Institutional Shares		(66,246	)		(177,468	)		(221,182	)
Class A		(1,248	)		(3,221	)		(3,502	)
Class C		—			(1	)(b)		(1	)
Class R6		(161	)		(386	)		(566	)
Change in net assets resulting from distributions to shareholders		(125,390	)		(319,731	)		(369,977	)
Change in net assets resulting from capital transactions		(393,679	)		(1,603,627	)		(234,278	)
Change in net assets		(567,647	)		(2,621,183	)		(306,286	)
Net Assets:
Beginning of period		5,452,622			8,073,805			8,380,091
End of period	$	4,884,975		$	5,452,622		$	8,073,805

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Class C activity is for the period August 1, 2021 to February 28, 2022 (date of termination).

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Statements of Changes in Net Assets

(For a Share Outstanding Throughout Each Period) (continued)

	Victory Income Fund
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021
Capital Transactions:
Fund Shares
Proceeds from shares issued	$	105,554		$	207,181		$	288,952
Distributions reinvested		55,399			133,855			139,349
Cost of shares redeemed		(294,031	)		(513,299	)		(601,218	)
Total Fund Shares	$	(133,078	)	$	(172,263	)	$	(172,917	)
Institutional Shares
Proceeds from shares issued	$	326,497		$	865,124		$	658,696
Distributions reinvested		66,122			177,229			220,877
Cost of shares redeemed		(649,886	)		(2,465,421	)		(918,266	)
Total Institutional Shares	$	(257,267	)	$	(1,423,068	)	$	(38,693	)
Class A
Proceeds from shares issued	$	445		$	1,188		$	2,020
Distributions reinvested		1,218			3,151			3,419
Cost of shares redeemed		(6,032	)		(12,697	)		(14,648	)
Total Class A	$	(4,369	)	$	(8,358	)	$	(9,209	)
Class C
Distributions reinvested	$	—		$	1	(b)	$	1
Cost of shares redeemed		—			(18	)(b)		—
Total Class C	$	—		$	(17	)	$	1
Class R6
Proceeds from shares issued	$	3,274		$	3,186		$	6,544
Distributions reinvested		160			383			350
Cost of shares redeemed		(2,399	)		(3,490	)		(20,354	)
Total Class R6	$	1,035		$	79		$	(13,460	)
Change in net assets resulting from capital transactions	$	(393,679	)	$	(1,603,627	)	$	(234,278	)

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Statements of Changes in Net Assets

(For a Share Outstanding Throughout Each Period) (continued)

	Victory Income Fund
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021
Share Transactions:
Fund Shares
Issued		9,326			16,135			20,967
Reinvested		4,940			10,327			10,105
Redeemed		(26,038	)		(40,248	)		(43,669	)
Total Fund Shares		(11,772	)		(13,786	)		(12,597	)
Institutional Shares
Issued		28,892			65,642			47,903
Reinvested		5,898			13,649			16,032
Redeemed		(57,422	)		(186,510	)		(66,600	)
Total Institutional Shares		(22,632	)		(107,219	)		(2,665	)
Class A
Issued		39			90			147
Reinvested		109			244			249
Redeemed		(536	)		(996	)		(1,066	)
Total Class A		(388	)		(662	)		(670	)
Class C
Reinvested		—			—	(b)(c)		—	(c)
Redeemed		—			(1	)(b)		—
Total Class C		—			(1	)		—	(c)
Class R6
Issued		290			254			474
Reinvested		14			30			25
Redeemed		(211	)		(278	)		(1,477	)
Total Class R6		93			6			(978	)
Change in Shares		(34,699	)		(121,662	)		(16,910	)

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Class C activity is for the period August 1, 2021 to February 28, 2022 (date of termination).

See notes to financial statements.

Victory Portfolios III

Financial Highlights

(For a Share Outstanding Throughout Each Period)

	Victory Income Fund
	Fund Shares
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021			Year Ended July 31, 2020			Year Ended July 31, 2019			Year Ended July 31, 2018
Net Asset Value, Beginning of Period	$	11.80		$	13.83		$	13.95		$	13.28		$	12.68		$	13.20
Investment Activities:
Net investment income (loss)		0.29	(b)		0.36	(b)		0.40	(b)		0.43	(b)		0.45			0.45
Net realized and unrealized gains (losses)		(0.37	)		(1.76	)		0.11			0.69			0.60			(0.51	)
Total from Investment Activities		(0.08	)		(1.40	)		0.51			1.12			1.05			(0.06	)
Distributions to Shareholders from:
Net investment income		(0.29	)		(0.36	)		(0.40	)		(0.41	)		(0.45	)		(0.44	)
Net realized gains		—			(0.27	)		(0.23	)		(0.04	)		—	(c)		(0.02	)
Total Distributions		(0.29	)		(0.63	)		(0.63	)		(0.45	)		(0.45	)		(0.46	)
Net Asset Value, End of Period	$	11.43		$	11.80		$	13.83		$	13.95		$	13.28		$	12.68
Total Return (d) (e)		(0.64	)%		(10.41	)%		3.75	%		8.64	%		8.50	%		(0.47	)%
Ratios to Average Net Assets:
Net Expenses (f) (g) (h) (i)		0.58	%		0.46	%		0.44	%		0.50	%		0.55	%		0.52	%
Net Investment Income (Loss) (f)		3.40	%		2.78	%		2.90	%		3.22	%		3.49	%		3.40	%
Gross Expenses (f) (g)		0.59	%		0.46	%		0.44	%		0.50	%		0.55	%		0.52	%
Supplemental Data:
Net Assets at end of period (000's)	$	2,260,747		$	2,472,982		$	3,089,682		$	3,292,322		$	3,214,507		$	3,055,739
Portfolio Turnover (d) (j)		13	%		29	%		20	%		25	%		13	%		8	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(d) Not annualized for periods less than one year.

(f) Annualized for periods less than one year.

(g) Does not include acquired fund fees and expenses, if any.

(h) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through November 30, 2023, instead of coinciding with the Fund's fiscal year end.

(j) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Financial Highlights — continued

(For a Share Outstanding Throughout Each Period)

	Victory Income Fund
	Institutional Shares
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021			Year Ended July 31, 2020			Year Ended July 31, 2019			Year Ended July 31, 2018
Net Asset Value, Beginning of Period	$	11.79		$	13.82		$	13.94		$	13.27		$	12.67		$	13.19
Investment Activities:
Net investment income (loss)		0.29	(b)		0.36	(b)		0.41	(b)		0.44	(b)		0.45			0.44
Net realized and unrealized gains (losses)		(0.37	)		(1.75	)		0.11			0.69			0.61			(0.50	)
Total from Investment Activities		(0.08	)		(1.39	)		0.52			1.13			1.06			(0.06	)
Distributions to Shareholders from:
Net investment income		(0.29	)		(0.37	)		(0.41	)		(0.42	)		(0.46	)		(0.44	)
Net realized gains		—			(0.27	)		(0.23	)		(0.04	)		—	(c)		(0.02	)
Total Distributions		(0.29	)		(0.64	)		(0.64	)		(0.46	)		(0.46	)		(0.46	)
Net Asset Value, End of Period	$	11.42		$	11.79		$	13.82		$	13.94		$	13.27		$	12.67
Total Return (d) (e)		(0.62	)%		(10.37	)%		3.80	%		8.78	%		8.58	%		(0.41	)%
Ratios to Average Net Assets:
Net Expenses (f) (g) (h) (i)		0.54	%		0.41	%		0.40	%		0.45	%		0.48	%		0.47	%
Net Investment Income (Loss) (f)		3.44	%		2.81	%		2.95	%		3.28	%		3.56	%		3.46	%
Gross Expenses (f) (g)		0.55	%		0.41	%		0.40	%		0.45	%		0.48	%		0.47	%
Supplemental Data:
Net Assets at end of period (000's)	$	2,564,595		$	2,914,607		$	4,898,801		$	4,978,740		$	5,048,203		$	4,629,713
Portfolio Turnover (d) (j)		13	%		29	%		20	%		25	%		13	%		8	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(d) Not annualized for periods less than one year.

(f) Annualized for periods less than one year.

(g) Does not include acquired fund fees and expenses, if any.

(h) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through November 30, 2023, instead of coinciding with the Fund's fiscal year end.

(j) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Financial Highlights — continued

(For a Share Outstanding Throughout Each Period)

	Victory Income Fund
	Class A
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021			Year Ended July 31, 2020			Year Ended July 31, 2019			Year Ended July 31, 2018
Net Asset Value, Beginning of Period	$	11.76		$	13.79		$	13.91		$	13.24		$	12.65		$	13.16
Investment Activities:
Net investment income (loss)		0.27	(b)		0.32	(b)		0.36	(b)		0.40	(b)		0.42			0.41
Net realized and unrealized gains (losses)		(0.38	)		(1.75	)		0.11			0.69			0.59			(0.49	)
Total from Investment Activities		(0.11	)		(1.43	)		0.47			1.09			1.01			(0.08	)
Distributions to Shareholders from:
Net investment income		(0.26	)		(0.33	)		(0.36	)		(0.38	)		(0.42	)		(0.41	)
Net realized gains		—			(0.27	)		(0.23	)		(0.04	)		—	(c)		(0.02	)
Total Distributions		(0.26	)		(0.60	)		(0.59	)		(0.42	)		(0.42	)		(0.43	)
Net Asset Value, End of Period	$	11.39		$	11.76		$	13.79		$	13.91		$	13.24		$	12.65
Total Return (excludes sales charges) (d) (e)		(0.83	)%		(10.65	)%		3.50	%		8.40	%		8.20	%		(0.61	)%
Ratios to Average Net Assets:
Net Expenses (f) (g) (h) (i)		0.83	%		0.71	%		0.70	%		0.77	%		0.77	%		0.74	%
Net Investment Income (Loss) (f)		3.15	%		2.53	%		2.64	%		2.96	%		3.28	%		3.18	%
Gross Expenses (f) (g)		0.87	%		0.72	%		0.71	%		0.77	%		0.77	%		0.74	%
Supplemental Data:
Net Assets at end of period (000's)	$	51,813		$	58,054		$	77,209		$	87,216		$	95,026		$	105,072
Portfolio Turnover (d) (j)		13	%		29	%		20	%		25	%		13	%		8	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(d) Not annualized for periods less than one year.

(f) Annualized for periods less than one year.

(g) Does not include acquired fund fees and expenses, if any.

(h) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through November 30, 2023, instead of coinciding with the Fund's fiscal year end.

(j) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Financial Highlights — continued

(For a Share Outstanding Throughout Each Period)

	Victory Income Fund
	Class R6
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021			Year Ended July 31, 2020			Year Ended July 31, 2019			Year Ended July 31, 2018
Net Asset Value, Beginning of Period	$	11.80		$	13.83		$	13.95		$	13.27		$	12.67		$	13.19
Investment Activities:
Net investment income (loss)		0.30	(b)		0.38	(b)		0.42	(b)		0.45	(b)		0.47			0.45
Net realized and unrealized gains (losses)		(0.38	)		(1.76	)		0.11			0.70			0.60			(0.49	)
Total from Investment Activities		(0.08	)		(1.38	)		0.53			1.15			1.07			(0.04	)
Distributions to Shareholders from:
Net investment income		(0.29	)		(0.38	)		(0.42	)		(0.43	)		(0.47	)		(0.46	)
Net realized gains		—			(0.27	)		(0.23	)		(0.04	)		—	(c)		(0.02	)
Total Distributions		(0.29	)		(0.65	)		(0.65	)		(0.47	)		(0.47	)		(0.48	)
Net Asset Value, End of Period	$	11.43		$	11.80		$	13.83		$	13.95		$	13.27		$	12.67
Total Return (d) (e)		(0.58	)%		(10.28	)%		3.90	%		8.86	%		8.68	%		(0.32	)%
Ratios to Average Net Assets:
Net Expenses (f) (g) (h) (i)		0.49	%		0.32	%		0.30	%		0.37	%		0.39	%		0.39	%
Net Investment Income (Loss) (f)		3.50	%		2.93	%		3.07	%		3.35	%		3.65	%		3.56	%
Gross Expenses (f) (g)		0.74	%		0.45	%		0.35	%		0.37	%		0.43	%		0.58	%
Supplemental Data:
Net Assets at end of period (000's)	$	7,820		$	6,979		$	8,094		$	21,794		$	20,840		$	18,874
Portfolio Turnover (d) (j)		13	%		29	%		20	%		25	%		13	%		8	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(d) Not annualized for periods less than one year.

(f) Annualized for periods less than one year.

(g) Does not include acquired fund fees and expenses, if any.

(h) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through November 30, 2023, instead of coinciding with the Fund's fiscal year end.

(j) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

See notes to financial statements.

Victory Portfolios III

Notes to Financial Statements
April 30, 2023

1. Organization:

The accompanying financial statements are those of the Victory Income Fund (formerly USAA Income Fund) (the "Fund"). The Fund offers four classes of shares: Fund Shares, Institutional Shares, Class A, and Class R6. Effective February 28, 2022, the Class C was liquidated. The Fund is classified as diversified under the 1940 Act.

2. Significant Accounting Policies:

Investment Valuation:

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:

• Level 1 — quoted prices (unadjusted) in active markets for identical securities

• Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, or credit spreads, applicable to those securities, etc.)

• Level 3 — significant unobservable inputs (including the Adviser's assumptions in determining the fair value of investments)

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Investments in open-end investment companies, other than ETFs, are valued at their net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.

	Level 1		Level 2		Level 3		Total
Asset-Backed Securities	$	—	$	355,226	$	—	$	355,226
Collateralized Mortgage Obligations		—		236,177		—		236,177
Preferred Stocks		44,689		—		—		44,689
Senior Secured Loans		—		2,205		—		2,205
Corporate Bonds		—		2,212,865		—		2,212,865
Yankee Dollars		—		541,202		—		541,202
Municipal Bonds		—		383,127		—		383,127
U.S. Government Agency Mortgages		—		186,429		—		186,429
U.S. Treasury Obligations		—		856,923		—		856,923
Commercial Paper		—		39,159		—		39,159
Collateral for Securities Loaned		20,309		—		—		20,309
Total	$	64,998	$	4,813,313	$	—	$	4,878,311

As of April 30, 2023, there were no transfers into/out of Level 3.

Real Estate Investment Trusts ("REITs"):

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Investment Companies:

Open-End Funds:

Securities Purchased on a Delayed-Delivery or When-Issued Basis:

The Fund may purchase securities on a delayed-delivery or when-issued basis. Delivery and payment for securities that have been purchased by the Fund on a delayed-delivery or when-issued basis, or for delayed draws on loans can generally take place within 35 days after the trade date. Securities that require more than 35 days to settle are considered a senior security and subject to Rule 18f-4. At the time the Fund makes the commitment to purchase a security on a delayed-delivery or when-issued basis, the Fund records the transaction and reflects the value of the security in determining NAV. No interest accrues to the Fund until the transaction settles and payment takes place. If the Fund owns delayed-delivery or when-issued securities, these values are included in Payables for Investments purchased on the accompanying Statement of Assets and Liabilities.

Municipal Obligations:

Mortgage- and Asset-Backed Securities:

Leveraged Loans:

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Below-Investment-Grade Securities:

The Fund may invest in below-investment-grade securities (i.e., lower-quality, "junk" debt), which are subject to various risks. Lower-quality debt is considered to be speculative because it is less certain that the issuer will be able to pay interest or repay the principal than in the case of investment-grade debt. These securities can involve a substantially greater risk of default than higher-rated securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about their issuers, the market and the economy in general, than higher-quality debt securities. The market for these securities can be less liquid, especially during periods of recession or general market decline.

Derivative Instruments:

Futures Contracts:

The collateral held by the Fund is presented on the Statement of Assets and Liabilities under Deposit with broker for futures contracts. The Fund did not hold futures contracts as of April 30, 2023 and July 31, 2022.

Investment Transactions and Related Income:

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Securities Lending:

The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or repledged, except to satisfy borrower default.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of April 30, 2023.

Value of Securities on Loan				Non-Cash Collateral				Cash Collateral
$	19,762			$	—			$	20,309

Federal Income Taxes:

The Fund intends to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund had a tax year end of July 31, and effective April 30, 2023, the Fund changed its tax year end to April 30.

Allocations:

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Cross-Trade Transactions:

Pursuant to Rule 17a-7 under the 1940 Act, the Fund may engage in cross-trades, which are securities transactions with affiliated investment companies and advisory accounts managed by the Adviser and any applicable sub-adviser under specified conditions outlined in the valuation policies and procedures adopted by the Board. In addition, as defined under the valuation policies and procedures, each transaction must be effected at the independent current market price. For the nine months ended April 30, 2023, the Fund engaged in the following securities transactions with affiliated funds, which resulted in the following net realized gains (losses) (amounts in thousands):

Purchases				Sales				Net Realized Gains (Losses)
$	1,306			$	—			$	—

For the year ended July 31, 2022, the Fund engaged in the following securities transactions with affiliated funds, which resulted in the following net realized gains (losses) (amounts in thousands):

Purchases				Sales				Net Realized Gains (Losses)
$	40,612			$	—			$	—

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the nine months ended April 30, 2023, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities				U.S. Government Securities
Purchases		Sales		Purchases		Sales
$	391,061	$	680,228	$	233,031	$	166,387

4. Affiliated Fund Ownership:

Affiliated Victory Portfolios III Mutual Funds				Ownership %
Victory Cornerstone Conservative Fund					0.4

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees accrued daily and paid monthly at an annualized rate of 0.24% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Investment advisory fees.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

The performance adjustment for each share class is accrued daily and calculated monthly by comparing the respective class' performance to that of the Lipper A Rated Bond Funds Index. The Lipper A Rated Bond Funds Index tracks the total return performance of the largest funds within the Lipper A Rated Bond Funds category.

The performance period for each share class consists of the current month plus the previous 35 months. The following table is utilized to determine the extent of the performance adjustment:

Over/Under Performance Relative to Index (in basis points)^(a)		Annual Adjustment Rate (in basis points)
	+/- 20 to 50		+/- 4
	+/- 51 to 100		+/- 5
	+/- 101 and greater		+/- 6

(a) Based on the difference between the average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point.

Under the performance fee arrangement, each class pays a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper A Rated Bond Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period August 1, 2022, to April 30, 2023, performance adjustments were $1,099, $1,596, $23, and $5 for Fund Shares, Institutional Shares, Class A, and Class R6, in thousands, respectively. Performance adjustments were 0.06%, 0.08%, 0.06%, and 0.10% for Fund Shares, Institutional Shares, Class A, and Class R6, respectively. For the period August 1, 2021, to July 31, 2022, performance adjustments were $(1,301), $(1,791), $(43), and $(6) for Fund Shares, Institutional Shares, Class A, and Class R6, in thousands, respectively. Performance adjustments were (0.05)%, (0.05)%, (0.06)%, and (0.07)% for Fund Shares, Institutional Shares, Class A, and Class R6, respectively. For the period August 1, 2021 to February 28, 2022, performance adjustments were less than $(1) thousand for Class C. Performance adjustments were (0.03)% for Class C. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019, permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the nine months ended April 30, 2023, and the year ended July 31, 2022, the Fund had no subadvisers.

Administration and Servicing Fees:

VCM also serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15%, 0.10%, 0.15%, 0.15%, and 0.05%, which is based on the Fund's average daily net assets of the Fund Shares, Institutional Shares, Class A, Class C, and Class R6, respectively. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Administration fees.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Sub-Administration fees.

The Fund (as part of the Trust) has entered into an agreement with the Adviser to provide compliance services, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration, and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. The funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Compliance fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser, provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual charge of $25.50 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent fees for Institutional Shares, Class A, Class C, and Class R6, are paid monthly based on a fee accrued daily at an annualized rate of 0.10%, 0.10%, 0.10%, and 0.01%, respectively, of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Transfer agent fees.

Distributor/Underwriting Services:

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% of the average daily net assets of Class A and 1.00% of the average daily net assets of Class C. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activity primarily intended to result in the sale of Class A and Class C. Amounts incurred and paid to the Distributor for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions in connection with sales of Class A and Class C. For the nine months ended April 30, 2023, the Distributor received less than $1 thousand from commissions earned on sales of Class A . For the year ended July 31, 2022, the Distributor received less than $1 thousand from commissions earned on sales of Class A. For the period August 1, 2021 to February 28, 2022 the Distributor received no commissions on sales of Class C.

Other Fees:

K&L Gates LLP provides legal services to the Trust.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

The Adviser has entered into an expense limitation agreement with the Fund until at least November 30, 2023. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limits for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Performance adjustments, acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of April 30, 2023, the expense limits (excluding voluntary waivers) were 0.52%, 0.46%, 0.77%, and 0.39% for Fund Shares, Institutional Shares, Class A, and Class R6, respectively.

Expires 2024				Expires 2025				Expires 2026				Total
$	15			$	19			$	280			$	314

As of July 31, 2022, the following amounts were available to be repaid to the Adviser (amounts in thousands).

Expires 2024				Expires 2025				Total
$	15			$	19			$	34

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the nine months ended April 30, 2023, and the year ended July 31, 2022.

6. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, terrorism, trade disputes, inflation rates, interest rate levels and other fiscal and monetary policy changes, cybersecurity incidents, pandemics and other public health crises, sanctions against a particular foreign country, its nationals, businesses or industries and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, or other catastrophes, may add to instability in global economies and markets generally, and may lead to increased market volatility. Global economies and financial markets are highly interconnected, which increases the possibility that conditions in one country or region might adversely affect issuers in another country or region. The impact of these and other factors may be short-term or may last for extended periods.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

affect the value of debt securities include, among others, public health crises and responses by governments and companies to such crises. These and other events may affect the creditworthiness of the issuer of a debt security and may impair an issuer's ability to timely meet its debt obligations as they come due.

Interest Rate Risk — The Fund is subject to the risk that the market value of the bonds in its portfolio will fluctuate because of changes in interest rates, changes in the supply of and demand for tax-exempt securities, and other market factors. Bond prices generally are linked to the prevailing market interest rates. In general, when interest rates rise, bond prices fall; conversely, when interest rates fall, bond prices rise. The price volatility of a bond also depends on its duration. Generally, the longer the duration of a bond, the greater is its sensitivity to interest rates. To compensate investors for this higher interest rate risk, bonds with longer durations generally offer higher yields than bonds with shorter durations. The ability of an issuer of a debt security to repay principal prior to a security's maturity can increase the security's sensitivity to interest rate changes.

Decisions by the U.S. Federal Reserve regarding interest rate and monetary policy, which can be difficult to predict and sometimes change direction suddenly in response to economic and market events, can have a significant effect on the value of fixed-income securities as well as the overall strength of the U.S. economy. Precise interest rate predictions are difficult to make, and interest rates may change unexpectedly and dramatically in response to extreme changes in market or economic conditions. As a result, the value of fixed-income securities may vary widely under certain market conditions.

LIBOR Discontinuation Risk — The London Interbank Offered Rate ("LIBOR") discontinuation may adversely affect the financial markets generally and the Fund's operations, finances and investments specifically. LIBOR has been the principal floating-rate benchmark in the financial markets. However, LIBOR has been or will be discontinued as a floating rate benchmark. The date of discontinuation depends on the LIBOR currency and tenor. With limited exceptions, no new LIBOR obligations will be entered into after December 31, 2021. Existing LIBOR obligations have transitioned or will transition to another benchmark, depending on the LIBOR currency and tenor. For some existing LIBOR-based obligations, the contractual consequences of the discontinuation of LIBOR may not be clear.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

7. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the nine months ended April 30, 2023, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from August 1, 2021, through June 27, 2022, interest was based on the one-month LIBOR plus one percent. For the period June 28, 2022, through April 30, 2023, interest was based on the one-month SOFR plus 1.10 percent. The Fund did not experience a material financial impact transitioning from LIBOR to SOFR. Effective with the next amendment on June 27, 2023, the annual commitment fee of 0.15% will remain unchanged. Interest charged to the Fund during the period, if applicable, is reflected on the Statements of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the nine months ended April 30, 2023, and the year ended July 31, 2022.

Interfund Lending:

The Trust and the Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other fund in the Victory Funds Complex that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending.

The average borrowing or lending for the days outstanding and average interest rate for the Fund during the nine months ended April 30, 2023, were as follows (amounts in thousands):

Borrower or Lender				Amount Outstanding at April 30, 2023				Average Borrowing*				Average Interest Rate*				Maximum Borrowing During the Period
Borrower				$	—			$	3,432				5.36	%		$	5,815

* Based on the number of days borrowings were outstanding for the nine months ended April 30, 2023.

The average borrowing or lending for the days outstanding and average interest rate for the Fund during the year ended July 31, 2022, were as follows (amounts in thousands):

Borrower or Lender				Amount Outstanding at July 31, 2022				Average Borrowing*				Average Interest Rate*				Maximum Borrowing During the Period
Borrower				$	—			$	14,057				0.59	%		$	25,531

* Based on the number of days borrowings were outstanding for the year ended July 31, 2022.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

8. Federal Income Tax Information:

The Fund intends to distribute any net investment income monthly. Distributable net realized gains, if any, are declared and paid at least annually.

The amounts of dividends from net investment income and distributions from net realized gains (collectively, distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

As of April 30, 2023, on the Statement of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows (amounts in thousands):

Total Accumulated Earnings/(Loss)				Capital
$	(25	)		$	25

Nine Months Ended April 30, 2023
Distributions Paid From
Ordinary Income		Total Distributions Paid
$	125,390	$	125,390

Year Ended July 31, 2022						Year Ended July 31, 2021
Distributions Paid From						Distributions Paid From
Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid		Ordinary Income		Long-Term Capital Gains		Total Distributions Paid
$	193,707	$	126,024	$	319,731	$	252,987	$	116,990	$	369,977

As of April 30, 2023, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed Ordinary Income				Other Earnings (Loss)				Accumulated Earnings				Accumulated Capital and Other Losses				Unrealized Appreciation (Depreciation)*				Total Accumulated Earnings (Loss)
$	9,338			$	42			$	9,380			$	(54,555	)		$	(525,930	)		$	(571,105	)

* The difference between the book-basis and tax-basis of unrealized appreciation (depreciation) is attributable to the tax deferral of losses on wash sales, callable bonds amortization, perpetual bonds, as of trades, and hybrid accruals on interest purchased.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Short-Term Amount				Long-Term Amount				Total
$	—			$	54,555			$	54,555

Cost of Investments for Federal Tax Purposes				Gross Unrealized Appreciation				Gross Unrealized Depreciation				Net Unrealized Appreciation (Depreciation)
$	5,404,241			$	22,089			$	(548,019	)		$	(525,930	)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of Victory Income Fund (Formerly USAA Income Fund)

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Victory Income Fund (formerly USAA Income Fund) (the "Fund") (one of the funds constituting Victory Portfolios III (formerly USAA Mutual Funds Trust) (the "Trust")), including the schedule of portfolio investments as of April 30, 2023, and the related statements of operations for the period from August 1, 2022 through April 30, 2023 and the year ended July 31, 2022, the statements of changes in net assets for the period from August 1, 2022 through April 30, 2023 and each of the two years in the period ended July 31, 2022, the financial highlights for the period from August 1, 2022 through April 30, 2023 and each of the five years in the period ended July 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting Victory Portfolios III) at April 30, 2023, the results of its operations for the period from August 1, 2022 through April 30, 2023 and the year ended July 31, 2022, the changes in its net assets for the period from August 1, 2022 through April 30, 2023 and each of the two years in the period ended July 31, 2022, and its financial highlights for the period from August 1, 2022 through April 30, 2023 and each of the five years in the period ended July 31, 2022, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2023, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
June 28, 2023

Victory Portfolios III

Supplemental Information
April 30, 2023

(Unaudited)

Trustee and Officer Information

Board of Trustees:

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Independent Trustees

Jefferson C. Boyce
(September 1957)

Independent Chair

Trustee since September 2013, Independent Chair since January 2021

Retired.

Westhab, Inc., New York Theological Seminary, American Filtration Corp.

Dawn M. Hawley
(February 1954)

Trustee

Trustee since April 2014

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Daniel S. McNamara
(June 1966)

Trustee

Trustee since January 2012

None

Paul L. McNamara
(July 1948)

Trustee

Trustee since January 2012

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Richard Y. Newton, III (January 1956)

Trustee

Trustee since March 2017

Terran Orbital Corp., American Made Filtration Corp.

Barbara B. Ostdiek, Ph.D.
(March 1964)

Trustee

Trustee since January 2008

None

John C. Walters
(February 1962)

Trustee

Trustee since July 2019

Retired.

Guardian Variable Products Trust (16 series)

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Fund

Term of
Office and
Length of
Time Served

Principal Occupation(s) Held
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Interested Trustee

David C. Brown
(May 1972)

Trustee

Trustee since July 2019

45 portfolios within the Trust; 40 portfolios within the Victory Portfolios, 25 series within the Victory Portfolios II, and 6 series within the Victory Variable Insurance Funds

None

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Officers of the Trust

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

James K. De Vries
(April 1969)

President

March 2018*

Scott Stahorsky
(July 1969)

Vice President

July 2019

Thomas Dusenberry
(July 1977)

Secretary

June 2022

Allan Shaer,
(March 1965)

Treasurer

July 2019*

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

Christopher Ponte,
(March 1984)

Assistant Treasurer

May 2023

Carol D. Trevino
(October 1965)

Assistant Treasurer

September
2018

Director, Financial Reporting, Fund Administration (5/1/23-present); Director, Accounting and Finance, the Adviser (7/1/19-4/30/23); Accounting/Financial Director, USAA (12/13-6/30/19). Ms. Trevino also serves as Assistant Treasurer of Victory Portfolios, Victory Portfolios II, and Victory Variable Insurance Funds (2/28/23-present).

Charles Booth
(April 1960)

Anti-Money Laundering Compliance Officer and Identity Theft Officer

July 2019

Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (2007-present).

Sean Fox
(September 1976)

Chief Compliance Officer

June 2022

* Effective May 1, 2023, Mr. De Vries resigned as Treasurer and accepted the position of President, and Mr. Shaer resigned as Assistant Treasurer and accepted the position of Treasurer.

Effective May 1, 2023, Christopher Dyer resigned as the President of the Trust.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent 12 months ended June 30 is available on the SEC's website at sec.gov.

Availability of Schedules of Portfolio Investments:

Expense Examples

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from November 1, 2022, through April 30, 2023.

	Beginning Account Value 11/1/22		Actual Ending Account Value 4/30/23		Hypothetical Ending Account Value 4/30/23		Actual Expenses Paid During Period 11/1/22- 4/30/23*		Hypothetical Expenses Paid During Period 11/1/22- 4/30/23*		Annualized Expense Ratio During Period 11/1/22- 4/30/23
Fund Shares	$	1,000.00	$	1,070.80	$	1,021.87	$	3.03	$	2.96		0.59	%
Institutional Shares		1,000.00		1,071.10		1,022.12		2.77		2.71		0.54	%
Class A		1,000.00		1,069.80		1,020.73		4.21		4.11		0.82	%
Class R6		1,000.00		1,071.30		1,022.36		2.52		2.46		0.49	%

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Additional Federal Income Tax Information

Dividends Received Deduction (corporate shareholders)				Qualified Dividend Income (non-corporate shareholders)
	0.01	%			0.26	%

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

Victory Income Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of Victory Portfolios III Trust (the "Trust") held on December 8-9, 2022, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 8-9, 2022 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 21, 2022.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

Advisory Agreement

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management program, (iv) derivatives risk management program, and (v) cybersecurity programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's net management fee rate — which includes advisory and administrative services and the effects of any performance adjustment, as well as any fee waivers and reimbursements — was below the medians of its expense group and its expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were below the medians of its expense group and its expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund.

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe for the one-, three-, five- and ten-year periods ended June 30, 2022, and was above its Lipper index for the one-year period and below its Lipper index for the three-, five- and ten-year periods ended June 30, 2022.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

noted that the Adviser reimbursed or waived a portion of its management fees to the Fund. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board also considered the effect of the change in size, if any, of each of the Fund's classes on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and its affiliates and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Liquidity Risk Management Program:

The Victory Portfolio III Funds (the "Trust") have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage the Fund's liquidity risk, taking into consideration the Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short- and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The Trust's Board of Trustees approved the appointment of the Fund's investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.

At a meeting held on March 10, 2023, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-RN (prior to August 2022, Form N-LIQUID) and recommended no material changes to the LRMP.

Privacy Policy

Protecting the Privacy of Information

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic, and procedural safeguards to guard your personal information.*

P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our website at:				Call
vcm.com				(800) 235-8396

23423-0723

April 30, 2023

Annual Report

Victory Short-Term Bond Fund

(Formerly USAA^® Short-Term Bond Fund)

vcm.com

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• Detailed performance records

• Daily share prices

• The latest fund news

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• A section dedicated to investment professionals

Victory Portfolios III

TABLE OF CONTENTS

Shareholder Letter (Unaudited)					2
Manager's Commentary (Unaudited)					4
Investment Overview (Unaudited)					6
Investment Objective & Portfolio Holdings (Unaudited)					7
Schedule of Portfolio Investments					8
Financial Statements
Statement of Assets and Liabilities					38
Statements of Operations					39
Statements of Changes in Net Assets					40
Financial Highlights					42
Notes to Financial Statements					46
Report of Independent Registered Public Accounting Firm					59
Supplemental Information (Unaudited)					60
Trustee and Officer Information					60
Proxy Voting and Portfolio Holdings Information					66
Expense Examples					66
Advisory Contract Approval					67
Liquidity Risk Management Program					70
Privacy Policy (inside back cover)

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

For more specific information, please consult your tax adviser.

• NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE

(Unaudited)

Dear Shareholder,

If you are reading this letter but double-checking your calendar, be assured there's no mistake. The annual reporting period for your Victory Mutual Fund (formerly USAA^® Mutual Fund) has shifted from a fiscal year ended July 31^st to a fiscal year ended April 30^th. This change has no impact on any of your investments and simply aims to help us improve efficiencies and reduce operational costs. Therefore, this letter covers an abbreviated "annual" period from August 1, 2022, through April 30, 2023. Future annual reports will cover the 12-month period ended April 30 going forward.

From all of us here at Victory Capital, thank you for your ongoing confidence and for letting us help you work toward your investment goals.

James De Vries

President,
Victory Funds

Victory Short-Term Bond Fund

Managers' Commentary
(Unaudited)

• What were the market conditions during the reporting period?

The combination of the rapid interest rate increases coupled with high prices that affected most everyone (food, electricity, gasoline, etc.) has taken its toll on the economy, as quarterly real gross domestic product has slowed from 3.2% in the third quarter of 2022 to 1.1% in the first quarter of 2023. Furthermore, one of the best indicators of recession, a negative spread between the 10-Year U.S Treasury and the 3-month U.S Treasury Bill, has been consistently negative since November. As a result, the market is expecting the Fed to begin cutting rates as early as September 2023.

• How did the Victory Short-Term Bond Fund (the "Fund") perform during the reporting period?

The Fund has four share classes: Fund Shares, Institutional Shares, Class A, and Class R6. The Fund's fiscal year-end changed this year to April 30 from July 31, resulting in a shorter reporting period for fiscal year ended 2023. For the nine-month reporting period ended April 30, 2023, the Fund Shares, Institutional Shares, Class A, and Class R6 had total returns (at net asset value) of 1.59%, 1.77%, 1.45%, and 1.89%, respectively. This compares to returns of 1.00% for the Bloomberg 1-3 Year Credit Index (the "Index") and 1.39% for the Lipper Short Investment Grade Debt Funds Index.

Victory Short-Term Bond Fund

Managers' Commentary (continued)

• What strategies did you employ during the reporting period?

The Fund earned a positive total return during the reporting period and outperformed the Index, driven primarily by higher coupon income, and offset by the increase in Treasury rates and credit spreads. Despite the increase in Treasury rates, changes in the yield curve helped relative performance, as the fund is more laddered than the Index. Allocation and selection also added to performance. Reflecting the portfolio's diversification, the Fund's results were spread among a variety of sectors. Within corporate bonds, the Fund benefited from investments in exploration and production, materials, industrials, consumer discretionary, and real estate investment trusts. Certain other market segments weighed on relative performance. These included banking, health care, utilities, communication services and Treasuries. From a credit risk perspective, BBBs, single As, and high yield provided the most outperformance, while AAAs and AAs underperformed the Index. We continued to adhere to our disciplined investment approach, which seeks to maintain an attractive yield with an acceptable level of risk.

Thank you for allowing us to assist you with your investment needs.

Victory Short-Term Bond Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended April 30, 2023

Fund
Shares

Institutional
Shares

Class A

Class R6

INCEPTION DATE

6/1/93

8/1/08

8/2/10

12/1/16

Net Asset
Value

Maximum
Offering
Price

Net Asset
Value

Bloomberg
1-3 Year
Credit Index¹

Lipper Short
Investment
Grade Debt
Funds
Index²

One Year

1.80

2.01

1.61

–0.64

2.16

1.57

1.53

Five Year

2.15

2.25

1.94

1.47

2.32

1.74

1.68

Ten Year

1.72

1.84

1.51

1.28

N/A

1.49

1.35

Since Inception

N/A

2.22

N/A

Victory Short-Term Bond Fund — Growth of $10,000

¹The unmanaged Bloomberg 1-3 Yr Credit Index measures the performance of investment-grade corporate debt and sovereign, supranational, local authority, and non-U.S. agency bonds that have a remaining maturity of at least one year and less than three years. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²The unmanaged Lipper Short Investment Grade Debt Funds Index tracks the total return performance of funds in the Lipper Short Investment Grade Debt Funds category. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Victory Portfolios III
Victory Short-Term Bond Fund

April 30, 2023

(Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks high current income consistent with preservation of principal.

Asset Allocation*:

April 30, 2023

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Victory Portfolios III
Victory Short-Term Bond Fund

Schedule of Portfolio Investments
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Asset-Backed Securities (30.1%)
AFG ABS I LLC, Series 2023-1, Class B, 7.51%, 9/16/30, Callable 2/15/27 @ 100 (a)	$	1,667	$	1,689
Aligned Data Centers Issuer LLC, Series 2021-1A, Class A2, 1.94%, 8/15/46, Callable 8/15/24 @ 100 (a)		5,500		4,868
American Credit Acceptance Receivables Trust, Series 2019-2, Class E, 4.29%, 6/12/25, Callable 5/12/23 @ 100 (a)		5,375		5,371
American Credit Acceptance Receivables Trust, Series 2023-2, Class C, 5.96%, 8/13/29, Callable 12/12/26 @ 100 (a)		1,000		1,002
American Credit Acceptance Receivables Trust, Series 2020-3, Class C, 1.85%, 6/15/26, Callable 12/13/23 @ 100 (a)		655		651
American Credit Acceptance Receivables Trust, Series 2019-2, Class D, 3.41%, 6/12/25, Callable 5/12/23 @ 100 (a)		312		312
American Credit Acceptance Receivables Trust, Series 2019-3, Class D, 2.89%, 9/12/25, Callable 8/12/23 @ 100 (a)		150		149
AMSR Trust, Series 2021-SFR1, Class C, 2.35%, 6/17/38 (a)		1,200		993
AMSR Trust, Series 2021-SFR1, Class B, 2.15%, 6/17/38 (a)		2,000		1,711
AMSR Trust, Series 2021-SFR1, Class A, 1.95%, 6/17/38 (a)		2,000		1,717
Amur Equipment Finance Receivables IX LLC, Series 2021-1A, Class C, 1.75%, 6/21/27, Callable 11/20/24 @ 100 (a)		1,000		932
Amur Equipment Finance Receivables X LLC, Series 2022-1A, Class A2, 1.64%, 10/20/27, Callable 9/20/25 @ 100 (a)		1,599		1,526
Amur Equipment Finance Receivables X LLC, Series 2022-1A, Class B, 2.20%, 1/20/28, Callable 9/20/25 @ 100 (a)		4,162		3,827
Amur Equipment Finance Receivables XI LLC, Series 2022-2A, Class A2, 5.30%, 6/21/28, Callable 6/20/26 @ 100 (a)		1,359		1,348
Amur Equipment Finance Receivables XI LLC, Series 2022-2A, Class B, 5.65%, 10/20/28, Callable 6/20/26 @ 100 (a)		2,000		1,983
ARI Fleet Lease Trust, Series 2019-A, Class A3, 2.53%, 11/15/27, Callable 5/15/23 @ 100 (a)		3,226		3,223
ARI Fleet Lease Trust, Series 2021-A, Class A3, 0.68%, 3/15/30, Callable 2/15/24 @ 100 (a)		2,550		2,429
ARI Fleet Lease Trust, Series 2022-A, Class A2, 3.12%, 1/15/31, Callable 2/15/25 @ 100 (a)		1,603		1,580
ARI Fleet Lease Trust, Series 2021-A, Class B, 1.13%, 3/15/30, Callable 2/15/24 @ 100 (a)		2,650		2,431
ARI Fleet Lease Trust, Series 2020-A, Class A3, 1.80%, 8/15/28, Callable 6/15/23 @ 100 (a)		1,109		1,105
ARI Fleet Lease Trust, Series 2020-A, Class B, 2.06%, 11/15/28, Callable 6/15/23 @ 100 (a)		1,470		1,464
ARI Fleet Lease Trust, Series 2022-A, Class A3, 3.43%, 1/15/31, Callable 2/15/25 @ 100 (a)		1,524		1,474
Atalaya Equipment Leasing Trust, Series 2022-1A, Class B, 2.08%, 2/15/27, Callable 10/15/24 @ 100 (a)		2,467		2,301
Atalaya Equipment Leasing Trust, Series 2021-1A, Class A2, 1.23%, 5/15/26, Callable 10/15/24 @ 100 (a)		548		535
Avis Budget Rental Car Funding AESOP LLC, Series 2019-2A, Class A, 3.35%, 9/22/25, Callable 10/20/24 @ 100 (a)		3,300		3,210
Avis Budget Rental Car Funding AESOP LLC, Series 2018-1A, Class C, 4.73%, 9/20/24, Callable 10/20/23 @ 100 (a)		2,083		2,075

See notes to financial statements.

Victory Portfolios III
Victory Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Avis Budget Rental Car Funding AESOP LLC, Series 2018-1A, Class B, 4.00%, 9/20/24, Callable 10/20/23 @ 100 (a)	$	1,667	$	1,658
Avis Budget Rental Car Funding AESOP LLC, Series 2020-1A, Class B, 2.68%, 8/20/26, Callable 9/20/25 @ 100 (a)		4,000		3,738
Avis Budget Rental Car Funding AESOP LLC, Series 2022-5A, Class B, 7.09%, 4/20/27 (a)		2,500		2,579
Avis Budget Rental Car Funding AESOP LLC, Series 2018-1A, Class A, 3.70%, 9/20/24, Callable 10/20/23 @ 100 (a)		3,333		3,317
Avis Budget Rental Car Funding AESOP LLC, Series 2019-3A, Class A, 2.36%, 3/20/26, Callable 4/20/25 @ 100 (a)		5,000		4,744
Bank of The West Auto Trust, Series 2019-1, Class A4, 2.51%, 10/15/24, Callable 7/15/23 @ 100 (a)		1,852		1,847
Bank of The West Auto Trust, Series 2019-1, Class C, 2.90%, 4/15/25, Callable 7/15/23 @ 100 (a)		1,400		1,366
Bank of The West Auto Trust, Series 2019-1, Class B, 2.76%, 1/15/25, Callable 7/15/23 @ 100 (a)		3,300		3,254
Canadian Pacer Auto Receivables Trust, Series 2021-1A, Class C, 1.46%, 12/20/27, Callable 12/19/24 @ 100 (a)		5,594		5,110
Canadian Pacer Auto Receivables Trust, Series 2020-1A, Class C, 2.49%, 5/19/26, Callable 10/19/23 @ 100 (a)		5,905		5,792
Canadian Pacer Auto Receivables Trust, Series 2020-1A, Class B, 2.00%, 7/21/25, Callable 10/19/23 @ 100 (a)		2,000		1,957
CARDS II Trust, Series 2021-1A, Class A, 0.60%, 4/15/27 (a)		9,200		8,787
Carmax Auto Owner Trust, Series 2023-2, Class C, 5.57%, 11/15/28, Callable 3/15/27 @ 100		1,000		1,008
Carmax Auto Owner Trust, Series 2019-4, Class D, 2.80%, 4/15/26, Callable 11/15/23 @ 100		675		658
CarMax Auto Owner Trust, Series 2021-4, Class D, 1.48%, 3/15/28, Callable 8/15/25 @ 100		4,719		4,141
CarMax Auto Owner Trust, Series 2020-1, Class C, 2.34%, 11/17/25, Callable 2/15/24 @ 100		3,270		3,177
CarMax Auto Owner Trust, Series 2020-2, Class D, 5.75%, 5/17/27, Callable 4/15/24 @ 100		3,127		3,092
CarMax Auto Owner Trust, Series 2022-A3, Class A3, 3.49%, 2/16/27, Callable 10/15/25 @ 100		2,000		1,956
CarMax Auto Owner Trust, Series 2020-2, Class B, 2.90%, 8/15/25, Callable 4/15/24 @ 100		1,806		1,757
CarMax Auto Owner Trust, Series 2019-4, Class C, 2.60%, 9/15/25, Callable 11/15/23 @ 100		5,163		5,053
CarMax Auto Owner Trust, Series 2020-1, Class B, 2.21%, 9/15/25, Callable 2/15/24 @ 100		3,188		3,097
CarNow Auto Receivables Trust, Series 2023-1A, Class A, 6.62%, 12/16/24 (a)		915		916
CARS LP, Series 2020-1A, Class A1, 2.69%, 2/15/50, Callable 5/15/23 @ 100 (a)		3,877		3,678
CARS-DB5 LP, Series 2021-1A, Class A1, 1.44%, 8/15/51, Callable 8/15/24 @ 100 (a)		1,879		1,649
Carvana Auto Receivables Trust, Series 2021-N2, Class A2, 0.97%, 3/10/28, Callable 4/10/26 @ 100		1,250		1,162
Carvana Auto Receivables Trust, Series 2021-N2, Class B, 0.75%, 3/10/28, Callable 4/10/26 @ 100		577		533

See notes to financial statements.

Victory Portfolios III
Victory Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Carvana Auto Receivables Trust, Series 2021-N1, Class C, 1.30%, 1/10/28, Callable 9/10/25 @ 100	$	658	$	619
Carvana Auto Receivables Trust, Series 2019-3A, Class D, 3.04%, 4/15/25, Callable 3/15/25 @ 100 (a)		1,480		1,468
Carvana Auto Receivables Trust, Series 2019-2A, Class D, 3.28%, 1/15/25, Callable 12/15/24 @ 100 (a)		446		445
Carvana Auto Receivables Trust, Series 2021-N1, Class A, 0.70%, 1/10/28, Callable 9/10/25 @ 100		714		674
Carvana Auto Receivables Trust, Series 2021-N2, Class D, 1.27%, 3/10/28, Callable 4/10/26 @ 100		2,870		2,743
Carvana Auto Receivables Trust, Series 2021-N3, Class B, 0.66%, 6/12/28, Callable 5/10/26 @ 100		1,017		933
Carvana Auto Receivables Trust, Series 2021-N3, Class C, 1.02%, 6/12/28, Callable 5/10/26 @ 100		938		893
Carvana Auto Receivables Trust, Series 2021-N3, Class A2, 1.11%, 6/12/28, Callable 5/10/26 @ 100		3,500		3,204
Carvana Auto Receivables Trust, Series 2021-N1, Class D, 1.50%, 1/10/28, Callable 9/10/25 @ 100		1,278		1,225
Carvana Auto Receivables Trust, Series 2021-N1, Class B, 1.09%, 1/10/28, Callable 9/10/25 @ 100		862		809
Carvana Auto Receivables Trust, Series 2020-P1, Class D, 1.82%, 9/8/27, Callable 10/8/25 @ 100		1,318		1,123
Carvana Auto Receivables Trust, Series 2021-N2, Class C, 1.07%, 3/10/28, Callable 4/10/26 @ 100		566		525
CCG Receivables Trust, Series 2023-1, Class B, 5.99%, 9/16/30, Callable 11/14/25 @ 100 (a)		2,010		2,034
CCG Receivables Trust, Series 2023-1, Class C, 6.28%, 9/16/30, Callable 11/14/25 @ 100 (a)		3,556		3,592
CCG Receivables Trust, Series 2019-2, Class B, 2.55%, 3/15/27, Callable 5/14/23 @ 100 (a)		2,473		2,471
CF Hippolyta Issuer LLC, Series 2021-1A, Class A1, 1.53%, 3/15/61, Callable 3/15/24 @ 100 (a)		2,827		2,486
Chase Auto Credit Linked Notes, Series 2020-1, Class C, 1.39%, 1/25/28, Callable 3/25/24 @ 100 (a)		194		192
Chase Auto Credit Linked Notes, Series 2020-1, Class B, 0.99%, 1/25/28, Callable 3/25/24 @ 100 (a)		497		493
Chesapeake Funding II LLC, Series 2023-1A, Class D, 6.69%, 5/15/35, Callable 12/15/25 @ 100 (a)		1,500		1,509
Chesapeake Funding II LLC, Series 2023-1A, Class C, 6.07%, 5/15/35, Callable 12/15/25 @ 100 (a)		800		805
Chesapeake Funding II LLC, Series 2023-1A, Class B, 5.59%, 5/15/35, Callable 12/15/25 @ 100 (a)		177		178
Chesapeake Funding II LLC, Series 1A, Class A1, 0.47%, 4/15/33, Callable 9/15/23 @ 100 (a)		1,366		1,346
CNH Equipment Trust, Series 2022-A, Class A3, 2.94%, 7/15/27, Callable 12/15/26 @ 100		1,000		965
College Loan Corp. Trust, Series 2005-2, Class B, 5.75% (LIBOR03M+49bps), 1/15/37, Callable 4/15/28 @ 100 (b)		748		683
Conn's Receivables Funding LLC, Series 2022-A, Class B, 9.52%, 12/15/26, Callable 6/15/24 @ 100 (a)		5,000		4,992

See notes to financial statements.

Victory Portfolios III
Victory Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Conn's Receivables Funding LLC, Series 2022-A, Class A, 5.87%, 12/15/26, Callable 6/15/24 @ 100 (a)	$	3,918	$	3,915
Conn's Receivables Funding LLC, Series 2021-A, Class B, 2.87%, 5/15/26, Callable 10/15/23 @ 100.25 (a)		540		536
CP EF Asset Securitization I LLC, Series 2022-1A, Class A, 5.96%, 4/15/30, Callable 12/15/25 @ 100 (a)		3,079		3,042
CPS Auto Receivables Trust, Series 2022-D, Class B, 6.84%, 1/16/29, Callable 11/15/26 @ 100 (a)		2,000		2,071
CPS Auto Receivables Trust, Series 2018-D, Class E, 5.82%, 6/16/25, Callable 5/15/23 @ 100 (a)		3,592		3,592
CPS Auto Receivables Trust, Series 2022-B, Class B, 3.88%, 8/15/28, Callable 12/15/25 @ 100 (a)		2,000		1,954
CPS Auto Receivables Trust, Series 2021-C, Class B, 0.84%, 7/15/25, Callable 3/15/25 @ 100 (a)		1,042		1,039
Credit Acceptance Auto Loan Trust, Series 2021-3A, Class C, 1.63%, 9/16/30, Callable 11/15/24 @ 100 (a)		3,000		2,797
Credit Acceptance Auto Loan Trust, Series 2021-3A, Class B, 1.38%, 7/15/30, Callable 11/15/24 @ 100 (a)		1,750		1,641
Credit Acceptance Auto Loan Trust, Series 2021-3A, Class A, 1.00%, 5/15/30, Callable 11/15/24 @ 100 (a)		1,455		1,410
Credit Acceptance Auto Loan Trust, Series 2021-4, Class C, 1.94%, 2/18/31, Callable 4/15/25 @ 100 (a)		1,000		923
Credit Acceptance Auto Loan Trust, Series 2021-2A, Class A, 0.96%, 2/15/30, Callable 11/15/24 @ 100 (a)		1,581		1,538
Credit Acceptance Auto Loan Trust, Series 2021-4, Class A, 1.26%, 10/15/30, Callable 4/15/25 @ 100 (a)		667		635
Credit Acceptance Auto Loan Trust, Series 2022-1A, Class B, 4.95%, 8/16/32, Callable 4/15/26 @ 100 (a)		1,000		979
Credit Acceptance Auto Loan Trust, Series 2023-1A, Class B, 7.02%, 5/16/33, Callable 11/15/26 @ 100 (a)		2,000		2,063
Credit Acceptance Auto Loan Trust, Series 2021-4, Class B, 1.74%, 12/16/30, Callable 4/15/25 @ 100 (a)		640		595
Credit Acceptance Auto Loan Trust, Series 2020-3A, Class B, 1.77%, 12/17/29, Callable 3/15/24 @ 100 (a)		750		725
Credit Acceptance Auto Loan Trust, Series 2022-3A, Class C, 8.45%, 2/15/33, Callable 10/15/26 @ 100 (a)		1,000		1,056
Crossroads Asset Trust, Series 2021-A, Class B, 1.12%, 6/20/25, Callable 6/20/24 @ 100 (a)		1,160		1,149
Dell Equipment Finance Trust, Series 2021-2, Class D, 1.21%, 6/22/27, Callable 4/22/24 @ 100 (a)		2,188		2,073
Dell Equipment Finance Trust, Series 2020-2, Class B, 0.92%, 11/22/23, Callable 6/22/23 @ 100 (a)		3,000		2,981
Dell Equipment Finance Trust, Series 2022-1, Class B, 2.72%, 8/23/27, Callable 8/22/24 @ 100 (a)		1,550		1,494
Dell Equipment Finance Trust, Series 2020-2, Class A3, 0.57%, 10/23/23, Callable 6/22/23 @ 100 (a)		63		63
Dell Equipment Finance Trust, Series 2020-2, Class D, 1.92%, 3/23/26, Callable 6/22/23 @ 100 (a)		2,125		2,112
Dell Equipment Finance Trust, Series 2020-2, Class C, 1.37%, 1/22/24, Callable 6/22/23 @ 100 (a)		4,000		3,974

See notes to financial statements.

Victory Portfolios III
Victory Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Dell Equipment Finance Trust, Series 2023-1, Class D, 6.80%, 3/22/29, Callable 10/22/25 @ 100 (a)	$	1,818	$	1,830
Dext ABS LLC, Series 2023-1, Class B, 6.55%, 3/15/32, Callable 4/15/27 @ 100 (a)		5,430		5,424
Dext ABS LLC, Series 2023-1, Class A2, 5.99%, 3/15/32, Callable 4/15/27 @ 100 (a)		1,000		1,005
Dext ABS LLC, Series 2021-1, Class C, 2.29%, 9/15/28, Callable 3/15/26 @ 100 (a)		5,000		4,505
Diamond Infrastructure Funding LLC, Series 2021-1A, Class B, 2.36%, 4/15/49, Callable 9/20/25 @ 100 (a)		3,000		2,526
Diamond Infrastructure Funding LLC, Series 2021-1A, Class A, 1.76%, 4/15/49, Callable 9/20/25 @ 100 (a)		3,333		2,883
Diamond Issuer, Series 2021-1A, Class B, 2.70%, 11/20/51, Callable 11/20/25 @ 100 (a)		3,273		2,761
Diamond Resorts Owner Trust, Series 2021-1A, Class B, 2.05%, 11/21/33, Callable 2/20/25 @ 100 (a)		671		622
Diamond Resorts Owner Trust, Series 2021-1A, Class A, 1.51%, 11/21/33, Callable 2/20/25 @ 100 (a)		1,164		1,067
DLLST LLC, Series 2022-1A, Class A4, 3.69%, 9/20/28, Callable 7/20/25 @ 100 (a)		3,000		2,923
Donlen Fleet Lease Funding 2 LLC, Series 2021-2, Class B, 0.98%, 12/11/34 (a)		4,423		4,186
Donlen Fleet Lease Funding LLC, Series 2, Class C, 1.20%, 12/11/34 (a)		5,000		4,699
Drive Auto Receivables Trust, Series 2021-1, Class C, 1.02%, 6/15/27, Callable 10/15/24 @ 100		2,428		2,386
DT Auto Owner Trust, Series 2020-2A, Class D, 4.73%, 3/16/26, Callable 8/15/24 @ 100 (a)		1,900		1,876
DT Auto Owner Trust, Series 2021-3A, Class B, 0.58%, 11/17/25, Callable 7/15/25 @ 100 (a)		5,350		5,255
DT Auto Owner Trust, Series 2019-4A, Class E, 3.93%, 10/15/26, Callable 3/15/24 @ 100 (a)		2,000		1,959
DT Auto Owner Trust, Series 2022-2A, Class D, 5.46%, 3/15/28, Callable 2/15/26 @ 100 (a)		2,000		1,962
DT Auto Owner Trust, Series 2019-2A, Class E, 4.46%, 5/15/26, Callable 9/15/23 @ 100 (a)		5,500		5,456
DT Auto Owner Trust, Series 2022-2A, Class B, 4.22%, 1/15/27, Callable 2/15/26 @ 100 (a)		2,000		1,964
DT Auto Owner Trust, Series 2021-3A, Class C, 0.87%, 5/17/27, Callable 7/15/25 @ 100 (a)		3,125		2,971
Encina Equipment Finance LLC, Series 2021-1A, Class A2, 0.74%, 12/15/26, Callable 2/15/24 @ 100 (a)		212		211
Encina Equipment Finance LLC, Series 2021-1A, Class B, 1.21%, 2/16/27, Callable 2/15/24 @ 100 (a)		713		695
Encina Equipment Finance LLC, Series 2021-1A, Class D, 1.69%, 11/15/27, Callable 2/15/24 @ 100 (a)		1,538		1,468
Encina Equipment Finance LLC, Series 2021-1A, Class C, 1.39%, 6/15/27, Callable 2/15/24 @ 100 (a)		846		808
Encina Equipment Finance LLC, Series 2022-1A, Class B, 5.15%, 1/16/29, Callable 7/15/26 @ 100 (a)		1,000		971
Enterprise Fleet Financing LLC, Series 2022-4, Class A3, 5.65%, 10/22/29, Callable 7/20/26 @ 100 (a)		2,000		2,037
Enterprise Fleet Financing LLC, Series 2020-1, Class A3, 1.86%, 12/22/25, Callable 6/20/23 @ 100 (a)		2,050		2,040
Enterprise Fleet Financing LLC, Series 2021-1, Class A2, 0.44%, 12/21/26, Callable 5/20/24 @ 100 (a)		1,099		1,071

See notes to financial statements.

Victory Portfolios III
Victory Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Enterprise Fleet Financing LLC, Series 2022-1, Class A2, 3.03%, 1/20/28, Callable 5/20/25 @ 100 (a)	$	1,211	$	1,180
Enterprise Fleet Financing LLC, Series 2023-1, Class A3, 5.42%, 10/22/29, Callable 11/20/26 @ 100 (a)		1,778		1,805
Enterprise Fleet Financing LLC, Series 2022-2, Class A2, 4.65%, 5/21/29, Callable 8/20/25 @ 100 (a)		1,856		1,834
Evergreen Credit Card Trust, Series 2022-CRT1, Class B, 5.61%, 7/15/26 (a)		2,000		1,986
Evergreen Credit Card Trust, Series 2023-CRT3, Class B, 6.58%, 2/16/27 (a)		2,285		2,317
Evergreen Credit Card Trust, Series 2023-CRT3, Class C, 7.31%, 2/16/27 (a)		2,118		2,148
Evergreen Credit Card Trust, Series 2022-CRT1, Class C, 6.19%, 7/15/26 (a)		3,000		2,962
Evergreen Credit Card Trust, Series 2022-CRT2, Class C, 7.44%, 11/15/26 (a)		3,750		3,766
Evergreen Credit Card Trust, Series 2021-1A, Class A, 0.90%, 10/15/26 (a)		3,500		3,294
Exeter Automobile Receivables Trust, Series 2020-3A, Class C, 1.32%, 7/15/25, Callable 12/15/24 @ 100		474		472
Exeter Automobile Receivables Trust, Series 2018-3A, Class F, 6.55%, 8/25/25, Callable 5/15/23 @ 100 (a)		875		875
Exeter Automobile Receivables Trust, Series 2021-2A, Class C, 0.98%, 6/15/26, Callable 2/15/25 @ 100		2,970		2,898
Exeter Automobile Receivables Trust, Series 2020-1A, Class E, 3.74%, 1/15/27, Callable 5/15/24 @ 100 (a)		1,000		968
Exeter Automobile Receivables Trust, Series 2019-3A, Class E, 4.00%, 8/17/26, Callable 1/15/24 @ 100 (a)		1,133		1,111
Exeter Automobile Receivables Trust, Series 2022-2A, Class B, 3.65%, 10/15/26, Callable 11/15/25 @ 100		2,000		1,964
Exeter Automobile Receivables Trust, Series 2022-5A, Class C, 6.51%, 12/15/27, Callable 9/15/25 @ 100		1,000		1,013
Exeter Automobile Receivables Trust, Series 2019-3A, Class D, 3.11%, 8/15/25, Callable 1/15/24 @ 100 (a)		2,364		2,330
First Investors Auto Owner Trust, Series 2020-1A, Class C, 2.55%, 2/17/26, Callable 1/15/24 @ 100 (a)		1,297		1,292
First Investors Auto Owner Trust, Series 2019-2A, Class C, 2.71%, 12/15/25, Callable 12/15/23 @ 100 (a)		1,629		1,624
First Investors Auto Owner Trust, Series 2019-1A, Class D, 3.55%, 4/15/25, Callable 5/15/23 @ 100 (a)		672		672
FirstKey Homes Trust, Series 2021-SFR1, Class C, 1.89%, 8/17/38 (a)		3,000		2,633
FirstKey Homes Trust, Series 2021-SFR2, Class B, 1.61%, 9/17/38 (a)		2,308		2,031
FirstKey Homes Trust, Series 2021-SFR1, Class B, 1.79%, 8/17/38 (a)		3,000		2,644
FirstKey Homes Trust, Series 2021-SFR3, Class C, 2.54%, 12/17/38 (a)		1,750		1,561
FirstKey Homes Trust, Series 2021-SFR3, Class B, 2.44%, 12/17/38 (a)		1,000		900
FirstKey Homes Trust, Series 2021-SFR3, Class A, 2.14%, 12/17/38 (a)		988		887
Flagship Credit Auto Trust, Series 2020-4, Class B, 1.00%, 10/15/25, Callable 7/15/25 @ 100 (a)		1,893		1,878
Flagship Credit Auto Trust, Series 2021-1, Class B, 0.68%, 2/16/27, Callable 6/15/25 @ 100 (a)		2,769		2,730
Flagship Credit Auto Trust, Series 2021-3, Class B, 0.95%, 7/15/27, Callable 8/15/25 @ 100 (a)		3,300		3,113
Flagship Credit Auto Trust, Series 2019-2, Class D, 3.53%, 5/15/25, Callable 9/15/24 @ 100 (a)		3,000		2,953
Flagship Credit Auto Trust, Series 2022-2, Class B, 4.76%, 5/17/27, Callable 5/15/26 @ 100 (a)		2,000		1,974

See notes to financial statements.

Victory Portfolios III
Victory Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Flagship Credit Auto Trust, Series 2019-4, Class E, 4.11%, 3/15/27, Callable 10/15/24 @ 100 (a)	$	2,765	$	2,647
Flagship Credit Auto Trust, Series 2020-2, Class D, 5.75%, 4/15/26, Callable 2/15/25 @ 100 (a)		5,000		4,975
Flagship Credit Auto Trust, Series 2021-1, Class C, 0.91%, 3/15/27, Callable 6/15/25 @ 100 (a)		2,700		2,566
Flexential Issuer, Series 2021-1A, Class A2, 3.25%, 11/27/51, Callable 11/25/25 @ 100 (a)		5,000		4,489
Ford Credit Auto Lease Trust, Series 2023-A, Class C, 5.54%, 12/15/26, Callable 8/15/25 @ 100		720		715
Ford Credit Auto Lease Trust, Series 2022-A, Class B, 3.81%, 8/15/25, Callable 10/15/24 @ 100		1,286		1,255
Ford Credit Auto Lease Trust, Series 2021-A, Class C, 0.78%, 9/15/25, Callable 5/15/23 @ 100		1,250		1,243
Ford Credit Auto Owner Trust, Series 2021-2, Class D, 2.60%, 5/15/34, Callable 11/15/26 @ 100 (a)		500		437
Ford Credit Auto Owner Trust, Series 2023-1, Class C, 5.58%, 8/15/35, Callable 2/15/28 @ 100 (a)		3,000		3,028
Ford Credit Auto Owner Trust, Series 2023-1, Class B, 5.29%, 8/15/35, Callable 2/15/28 @ 100 (a)		822		843
Ford Credit Auto Owner Trust, Series 2020-1, Class C, 2.54%, 8/15/31, Callable 2/15/25 @ 100 (a)		5,000		4,730
Ford Credit Auto Owner Trust, Series 2020-1, Class A, 2.04%, 8/15/31, Callable 2/15/25 @ 100 (a)		2,667		2,530
Ford Credit Auto Owner Trust, Series 2023-1, Class D, 6.26%, 8/15/35, Callable 2/15/28 @ 100 (a)		7,400		7,424
Ford Credit Auto Owner Trust, Series 2020-1, Class B, 2.29%, 8/15/31, Callable 2/15/25 @ 100 (a)		5,000		4,741
Ford Credit Floorplan Master Owner Trust, Series 2020-1, Class B, 0.98%, 9/15/25		3,500		3,433
Foursight Capital Automobile Receivables Trust, Series 2020-1, Class E, 3.49%, 4/15/26, Callable 8/15/23 @ 100 (a)		800		791
Foursight Capital Automobile Receivables Trust, Series 2021-1, Class C, 1.02%, 9/15/26, Callable 4/15/24 @ 100 (a)		1,325		1,273
Foursight Capital Automobile Receivables Trust, Series 2021-1, Class B, 0.87%, 1/15/26, Callable 4/15/24 @ 100 (a)		1,650		1,630
Foursight Capital Automobile Receivables Trust, Series 2023-1, Class C, 5.72%, 8/15/28, Callable 12/15/24 @ 100 (a)		2,000		2,004
Foursight Capital Automobile Receivables Trust, Series 2023-1, Class B, 5.35%, 3/15/28, Callable 3/15/25 @ 100 (a)		1,253		1,259
Foursight Capital Automobile Receivables Trust, Series 2022-1, Class B, 2.15%, 5/17/27, Callable 12/15/24 @ 100 (a)		2,000		1,894
Foursight Capital Automobile Receivables Trust, Series 2022-2, Class B, 5.19%, 10/15/27, Callable 5/15/25 @ 100 (a)		2,500		2,495
Foursight Capital Automobile Receivables Trust, Series 2021-2, Class B, 1.31%, 7/15/27, Callable 10/15/24 @ 100 (a)		5,749		5,471
Foursight Capital Automobile Receivables Trust, Series 2021-2, Class A3, 0.81%, 5/15/26, Callable 10/15/24 @ 100 (a)		3,080		3,017
Foursight Capital Automobile Receivables Trust, Series 2022-1, Class A3, 1.83%, 12/15/26, Callable 12/15/24 @ 100 (a)		1,200		1,155
FRTKL, Series 2021-SFR1, Class B, 1.72%, 9/17/38 (a)		1,500		1,315

See notes to financial statements.

Victory Portfolios III
Victory Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
GLS Auto Receivables Issuer Trust, Series 2019-3A, Class D, 3.84%, 5/15/26, Callable 2/15/24 @ 100 (a)	$	1,000	$	979
GLS Auto Receivables Issuer Trust, Series 2020-2A, Class D, 7.48%, 4/15/27, Callable 7/15/24 @ 100 (a)		1,560		1,576
GLS Auto Receivables Issuer Trust, Series 2A, Class C, 4.57%, 4/15/26, Callable 7/15/24 @ 100 (a)		1,250		1,238
GLS Auto Receivables Issuer Trust, Series 4A, Class A, 0.84%, 7/15/25 (a)		342		339
GLS Auto Receivables Issuer Trust, Series 2020-4A, Class C, 1.14%, 11/17/25, Callable 11/15/24 @ 100 (a)		973		959
GLS Auto Receivables Issuer Trust, Series 2021-3A, Class C, 1.11%, 9/15/26, Callable 5/15/25 @ 100 (a)		3,611		3,443
GLS Auto Receivables Issuer Trust, Series 2019-2A, Class D, 4.52%, 2/17/26, Callable 11/15/23 @ 100 (a)		4,250		4,206
GLS Auto Receivables Issuer Trust, Series 2022-2A, Class B, 4.70%, 9/15/26, Callable 6/15/26 @ 100 (a)		2,000		1,970
GLS Auto Receivables Issuer Trust, Series 2021-3A, Class B, 0.78%, 11/17/25, Callable 5/15/25 @ 100 (a)		2,525		2,489
GLS Auto Receivables Issuer Trust, Series 4A, Class B, 1.53%, 4/15/26, Callable 12/15/25 @ 100 (a)		1,000		967
GLS Auto Receivables Trust, Series 2021-2A, Class B, 0.77%, 9/15/25, Callable 5/15/25 @ 100 (a)		1,805		1,792
GLS Auto Receivables Trust, Series 2022-1A, Class B, 2.84%, 5/15/26, Callable 12/15/25 @ 100 (a)		1,000		973
GLS Auto Receivables Trust, Series 2021-2A, Class C, 1.08%, 6/15/26, Callable 5/15/25 @ 100 (a)		3,043		2,941
GM Financial Automobile Leasing Trust, Series 2022-2, Class B, 4.02%, 5/20/26, Callable 9/20/24 @ 100		1,250		1,224
GM Financial Consumer Automobile Receivables Trust, Series 2020-2, Class B, 2.54%, 8/18/25, Callable 1/16/24 @ 100		1,500		1,466
GMF Floorplan Owner Revolving Trust, Series 2020-2, Class C, 1.31%, 10/15/25 (a)		2,250		2,193
GMF Floorplan Owner Revolving Trust, Series 2020-2, Class B, 0.96%, 10/15/25 (a)		1,750		1,706
Golden Credit Card Trust, Series 2021-1A, Class A, 1.14%, 8/15/28 (a)		5,000		4,468
GreatAmerica Leasing Receivables Funding LLC, Series 2020-1, Class B, 2.00%, 2/16/26, Callable 12/15/23 @ 100 (a)		1,090		1,063
GTE Auto Receivables Trust, Series 2023-1, Class B, 5.39%, 8/15/29, Callable 5/15/27 @ 100 (a)		3,000		3,008
GTE Auto Receivables Trust, Series 2023-1, Class A3, 5.18%, 3/15/28, Callable 5/15/27 @ 100 (a)		1,000		1,002
GTE Auto Receivables Trust, Series 2023-1, Class A4, 5.12%, 4/16/29, Callable 5/15/27 @ 100 (a)		4,000		4,009
GTE Auto Receivables Trust, Series 2023-1, Class C, 5.88%, 11/15/29, Callable 5/15/27 @ 100 (a)		2,625		2,633
Hertz Vehicle Financing III LLC, Series 2022-3A, Class A, 3.37%, 3/25/25, Callable 3/25/24 @ 100 (a)		2,000		1,963
Hertz Vehicle Financing III LLC, Series 2022-1A, Class C, 2.63%, 6/25/26, Callable 6/25/25 @ 100 (a)		2,700		2,477
Hertz Vehicle Financing III LLC, Series 2022-1A, Class B, 2.19%, 6/25/26, Callable 6/25/25 @ 100 (a)		4,250		3,939
Hertz Vehicle Financing III LLC, Series 2023-1A, Class B, 6.22%, 6/25/27 (a)		1,000		1,010

See notes to financial statements.

Victory Portfolios III
Victory Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Hertz Vehicle Financing III LLC, Series 2022-1A, Class A, 1.99%, 6/25/26, Callable 6/25/25 @ 100 (a)	$	1,000	$	936
Hertz Vehicle Financing III LLC, Series 2023-1A, Class C, 6.91%, 6/25/27 (a)		4,000		3,994
Hertz Vehicle Financing LLC, Series 2022-4A, Class A, 3.73%, 9/25/26, Callable 9/25/25 @ 100 (a)		4,000		3,862
HPEFS Equipment Trust, Series 2021-1A, Class D, 1.03%, 3/20/31, Callable 3/20/24 @ 100 (a)		4,700		4,504
HPEFS Equipment Trust, Series 2022-2A, Class D, 4.94%, 3/20/30, Callable 11/20/25 @ 100 (a)		1,200		1,170
HPEFS Equipment Trust, Series 2021-1A, Class C, 0.75%, 3/20/31, Callable 3/20/24 @ 100 (a)		2,500		2,444
HPEFS Equipment Trust, Series 2021-2A, Class D, 1.29%, 3/20/29, Callable 7/20/24 @ 100 (a)		2,719		2,561
HPEFS Equipment Trust, Series 2021-2A, Class C, 0.88%, 9/20/28, Callable 7/20/24 @ 100 (a)		3,843		3,704
JPMorgan Chase Bank NA, Series 2021-1, Class D, 1.17%, 9/25/28, Callable 3/25/25 @ 100 (a)		1,073		1,038
JPMorgan Chase Bank NA, Series 2021-2, Class B, 0.89%, 12/26/28, Callable 2/25/25 @ 100 (a)		746		718
JPMorgan Chase Bank NA, Series 2021-1, Class B, 0.88%, 9/25/28, Callable 3/25/25 @ 100 (a)		2,158		2,089
JPMorgan Chase Bank NA, Series 2020-2, Class C, 1.14%, 2/25/28, Callable 8/25/24 @ 100 (a)		272		267
JPMorgan Chase Bank NA, Series 2020-2, Class B, 0.84%, 2/25/28, Callable 8/25/24 @ 100 (a)		2,603		2,549
JPMorgan Chase Bank NA, Series 2020-2, Class D, 1.49%, 2/25/28, Callable 8/25/24 @ 100 (a)		957		939
JPMorgan Chase Bank NA, Series 2021-2, Class D, 1.14%, 12/26/28, Callable 2/25/25 @ 100 (a)		381		367
JPMorgan Chase Bank NA, Series 2020-1, Class D, 1.89%, 1/25/28, Callable 3/25/24 @ 100 (a)		79		79
JPMorgan Chase Bank NA, Series 2021-3, Class D, 1.01%, 2/26/29, Callable 2/25/25 @ 100 (a)		1,828		1,722
JPMorgan Chase Bank NA, Series 2021-1, Class C, 1.02%, 9/25/28, Callable 3/25/25 @ 100 (a)		809		783
Kubota Credit Owner Trust, Series 2022-1A, Class A3, 2.67%, 10/15/26, Callable 1/15/26 @ 100 (a)		2,000		1,916
Kubota Credit Owner Trust, Series 2020-1A, Class A3, 1.96%, 3/15/24, Callable 8/15/23 @ 100 (a)		201		201
LAD Auto Receivables Trust, Series 2021-1A, Class A, 1.30%, 8/17/26, Callable 6/15/25 @ 100 (a)		904		879
LAD Auto Receivables Trust, Series 2022-1A, Class B, 5.87%, 9/15/27, Callable 10/15/25 @ 100 (a)		1,600		1,593
LAD Auto Receivables Trust, Series 2021-1A, Class B, 1.94%, 11/16/26, Callable 6/15/25 @ 100 (a)		5,600		5,298
LAD Auto Receivables Trust, Series 2023-1A, Class B, 5.59%, 8/16/27, Callable 11/15/26 @ 100 (a)		1,200		1,185
LAD Auto Receivables Trust, Series 2023-1A, Class C, 6.18%, 12/15/27, Callable 11/15/26 @ 100 (a)		2,000		1,993

See notes to financial statements.

Victory Portfolios III
Victory Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
LAD Auto Receivables Trust, Series 2022-1A, Class A, 5.21%, 6/15/27, Callable 10/15/25 @ 100 (a)	$	1,328	$	1,317
LAD Auto Receivables Trust, Series 2022-1A, Class C, 6.85%, 4/15/30, Callable 10/15/25 @ 100 (a)		2,000		1,966
LAD Auto Receivables Trust, Series 2023-1A, Class D, 7.30%, 6/17/30, Callable 11/15/26 @ 100 (a)		1,811		1,801
LAD Auto Receivables Trust, Series 2021-1A, Class C, 2.35%, 4/15/27, Callable 6/15/25 @ 100 (a)		5,000		4,544
Master Credit Card Trust, Series 2021-1A, Class B, 0.79%, 11/21/25 (a)		1,346		1,273
Master Credit Card Trust, Series 2021-1A, Class C, 1.06%, 11/21/25 (a)		4,151		3,920
Master Credit Card Trust II, Series 2023-1A, Class C, 5.87%, 6/21/27 (a)		1,200		1,202
MMAF Equipment Finance LLC, Series 2022-A, Class A3, 3.20%, 1/13/28 (a)		2,000		1,927
MMAF Equipment Finance LLC, Series 2020-BA, Class A5, 0.85%, 4/14/42, Callable 1/14/25 @ 100 (a)		5,000		4,616
MVW LLC, Series 2021-1WA, Class B, 1.44%, 1/22/41, Callable 8/20/26 @ 100 (a)		1,051		962
MVW LLC, Series 2021-1WA, Class A, 1.14%, 1/22/41, Callable 8/20/26 @ 100 (a)		1,005		925
MVW Owner Trust, Series 2018-1A, Class A, 3.45%, 1/21/36, Callable 7/20/24 @ 100 (a)		3,015		2,943
MVW Owner Trust, Series 2017-1A, Class A, 2.42%, 12/20/34, Callable 8/20/23 @ 100 (a)		277		264
Nelnet Student Loan Trust, Series 2005-3, Class B, 5.23% (LIBOR03M+28bps), 9/22/37, Callable 6/22/23 @ 100 (b)		1,048		956
New Economy Assets Phase 1 Sponsor LLC, Series 2021-1, Class A1, 1.91%, 10/20/61, Callable 10/20/24 @ 100 (a)		4,516		3,921
New Economy Assets Phase 1 Sponsor LLC, Series 2021-1, Class B1, 2.41%, 10/20/61, Callable 10/20/24 @ 100 (a)		1,466		1,236
NMEF Funding LLC, Series 2021-A, Class A2, 0.81%, 12/15/27, Callable 8/15/24 @ 100 (a)		632		628
NMEF Funding LLC, Series 2022-B, Class B, 7.12%, 6/15/29, Callable 10/15/26 @ 100 (a)		1,000		996
NMEF Funding LLC, Series 2022-B, Class A2, 6.07%, 6/15/29, Callable 10/15/26 @ 100 (a)		1,000		1,003
NMEF Funding LLC, Series 2021-A, Class B, 1.85%, 12/15/27, Callable 8/15/24 @ 100 (a)		4,000		3,849
NP SPE II LLC, Series 2019-2A, Class C1, 6.44%, 11/19/49, Callable 11/19/23 @ 100 (a)		3,240		2,901
NP SPE II LLC, Series 2017-1A, Class A1, 3.37%, 10/21/47, Callable 5/20/23 @ 100 (a)		1,453		1,375
Oscar U.S. Funding XII LLC, Series 1A, Class A4, 1.00%, 4/10/28, Callable 2/10/25 @ 100 (a)		7,500		6,969
Oscar U.S. Funding XII LLC, Series 1A, Class A3, 0.70%, 4/10/25, Callable 2/10/25 @ 100 (a)		2,621		2,565
Oscar U.S. Funding XIII LLC, Series 2021-2A, Class A4, 1.27%, 9/11/28, Callable 6/10/25 @ 100 (a)		8,100		7,464
Oscar U.S. Funding XIII LLC, Series 2021-2A, Class A3, 0.86%, 9/10/25, Callable 6/10/25 @ 100 (a)		5,600		5,406
Oscar U.S. Funding XIV LLC, Series 2022-1A, Class A3, 2.30%, 4/10/26, Callable 3/10/26 @ 100 (a)		2,340		2,244
Oscar US Funding XIV LLC, Series 2022-1A, Class A4, 2.82%, 4/10/29, Callable 3/10/26 @ 100 (a)		900		844

See notes to financial statements.

Victory Portfolios III
Victory Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Pawnee Equipment Receivables LLC, Series 2021-1, Class B, 1.82%, 7/15/27, Callable 8/15/25 @ 100 (a)	$	1,637	$	1,509
Pawnee Equipment Receivables LLC, Series 2021-1, Class A2, 1.10%, 7/15/27, Callable 8/15/25 @ 100 (a)		1,306		1,253
Pawnee Equipment Receivables LLC, Series 2020-1, Class B, 1.84%, 1/15/26, Callable 1/15/24 @ 100 (a)		930		911
Pawnee Equipment Receivables LLC, Series 2020-1, Class A, 1.37%, 11/17/25, Callable 1/15/24 @ 100 (a)		381		379
Pawneee Equipment Receivables LLC, Series 2022-1, Class A3, 5.17%, 2/15/28, Callable 9/15/26 @ 100 (a)		1,000		1,000
Pawneee Equipment Receivables LLC, Series 2022-1, Class B, 5.40%, 7/17/28, Callable 9/15/26 @ 100 (a)		2,000		1,969
PenFed Auto Receivables Owner Trust, Series 2022-A, Class B, 4.60%, 12/15/28, Callable 12/15/25 @ 100 (a)		1,549		1,533
PenFed Auto Receivables Owner Trust, Series 2022-A, Class C, 4.83%, 12/15/28, Callable 12/15/25 @ 100 (a)		1,333		1,314
PenFed Auto Receivables Owner Trust, Series 2022-A, Class D, 5.85%, 6/17/30, Callable 12/15/25 @ 100 (a)		912		894
PenFed Auto Receivables Owner Trust, Series 2022-A, Class A4, 4.18%, 12/15/28, Callable 12/15/25 @ 100 (a)		1,000		988
Prestige Auto Receivables Trust, Series 2020-1A, Class C, 1.31%, 11/16/26, Callable 10/15/24 @ 100 (a)		1,644		1,623
Prestige Auto Receivables Trust, Series 2019-1A, Class D, 3.01%, 8/15/25, Callable 12/15/23 @ 100 (a)		5,000		4,866
Progress Residential Trust, Series 2021-SFR4, Class B, 1.81%, 5/17/38 (a)		4,500		4,028
Progress Residential Trust, Series 2021-SFR2, Class B, 1.80%, 4/19/38, Callable 4/17/24 @ 100 (a)		6,850		6,145
Progress Residential Trust, Series 2021-SFR5, Class C, 1.81%, 7/17/38 (a)		1,500		1,316
Progress Residential Trust, Series 2021-SFR6, Class B, 1.75%, 7/17/38, Callable 7/17/26 @ 100 (a)		2,813		2,483
Progress Residential Trust, Series 2021-SFR5, Class B, 1.66%, 7/17/38 (a)		2,400		2,119
Santander Bank Auto Credit-Linked Notes, Series 2022-C, Class C, 6.99%, 12/15/32, Callable 9/15/26 @ 100 (a)		2,492		2,487
Santander Bank Auto Credit-Linked Notes, Series 2022-C, Class B, 6.45%, 12/15/32, Callable 9/15/26 @ 100 (a)		831		831
Santander Bank Auto Credit-Linked Notes, Series 2022-B, Class C, 5.92%, 8/16/32, Callable 12/15/25 @ 100 (a)		1,248		1,243
Santander Bank Auto Credit-Linked Notes, Series 2022-B, Class E, 8.68%, 8/16/32, Callable 12/15/25 @ 100 (a)		1,250		1,229
Santander Bank Auto Credit-Linked Notes, Series 2022-B, Class D, 6.79%, 8/16/32, Callable 12/15/25 @ 100 (a)		1,352		1,339
Santander Bank Auto Credit-Linked Notes, Series 2022-C, Class D, 8.20%, 12/15/32, Callable 9/15/26 @ 100 (a)		2,438		2,433
Santander Bank Auto Credit-Linked Notes, Series 2022-A, Class C, 7.38%, 5/15/32, Callable 9/15/25 @ 100 (a)		2,870		2,807
Santander Bank Auto Credit-Linked Notes, Series 2022-A, Class B, 5.28%, 5/15/32, Callable 9/15/25 @ 100 (a)		2,296		2,243
Santander Bank NA, Series 2021-1A, Class C, 3.27%, 12/15/31, Callable 5/15/25 @ 100 (a)		310		297

See notes to financial statements.

Victory Portfolios III
Victory Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Santander Bank NA, Series 2021-1A, Class B, 1.83%, 12/15/31, Callable 5/15/25 @ 100 (a)	$	1,691	$	1,623
Santander Consumer Auto Receivables Trust, Series 2020-BA, Class C, 1.29%, 4/15/26, Callable 2/15/25 @ 100 (a)		7,400		7,170
Santander Retail Auto Lease Trust, Series 2021-C, Class C, 1.11%, 3/20/26, Callable 6/20/24 @ 100 (a)		2,188		2,074
Santander Retail Auto Lease Trust, Series 2021-C, Class B, 0.83%, 3/20/26, Callable 6/20/24 @ 100 (a)		1,750		1,668
Santander Retail Auto Lease Trust, Series 2021-B, Class B, 0.84%, 6/20/25, Callable 4/20/24 @ 100 (a)		5,000		4,789
Santander Retail Auto Lease Trust, Series 2020-B, Class C, 1.18%, 12/20/24, Callable 1/20/24 @ 100 (a)		4,000		3,872
SCF Equipment Leasing LLC, Series 2022-2A, Class B, 6.50%, 2/20/32, Callable 8/20/29 @ 100 (a)		429		426
SCF Equipment Leasing LLC, Series 2022-2A, Class C, 6.50%, 8/20/32, Callable 8/20/29 @ 100 (a)		785		761
SCF Equipment Leasing LLC, Series 2022-2A, Class D, 6.50%, 10/20/32, Callable 8/20/29 @ 100 (a)		1,319		1,193
SCF Equipment Leasing LLC, Series 2020-1A, Class B, 2.02%, 3/20/28, Callable 3/20/25 @ 100 (a)		3,824		3,673
SCF Equipment Leasing LLC, Series 2019-2, Class B, 2.76%, 8/20/26, Callable 11/20/24 @ 100 (a)		2,000		1,931
SCF Equipment Leasing LLC, Series 2020-1A, Class C, 2.60%, 8/21/28, Callable 3/20/25 @ 100 (a)		2,900		2,691
SCF Equipment Leasing LLC, Series 2020-1A, Class A3, 1.19%, 10/20/27, Callable 3/20/25 @ 100 (a)		2,265		2,233
Sierra Timeshare Receivables Funding LLC, Series 1A, Class A, 3.20%, 1/20/36, Callable 2/20/24 @ 100 (a)		1,059		1,009
Sierra Timeshare Receivables Funding LLC, Series 3A, Class A, 2.34%, 8/20/36, Callable 7/20/24 @ 100 (a)		2,173		2,098
Synchrony Card Funding LLC, Series 2022-A1, Class A, 3.37%, 4/15/28, Callable 4/15/25 @ 100		880		857
Synchrony Credit Card Master Note Trust, Series 2018-2, Class C, 3.87%, 5/15/26		5,000		4,997
Synchrony Credit Card Master Note Trust, Series 2018-2, Class B, 3.67%, 5/15/26		510		510
Toyota Lease Owner Trust, Series 2023-A, Class A4, 5.05%, 8/20/27, Callable 10/20/25 @ 100 (a)		3,000		3,008
Transportation Finance Equipment Trust, Series 2019-1, Class A4, 1.88%, 3/25/24, Callable 5/23/23 @ 100 (a)		719		718
Tricon Residential Trust, Series 2022-SFR1, Class B, 4.20%, 4/17/39 (a)		1,000		945
Trillium Credit Card Trust II, Series 2023-1A, Class C, 6.06%, 3/26/31 (a)		1,500		1,498
Trillium Credit Card Trust II, Series 2023-1A, Class B, 5.23%, 3/26/31 (a)		1,000		1,001
Trinity Rail Leasing LLC, Series 2019-2A, Class A1, 2.39%, 10/18/49, Callable 5/17/23 @ 100 (a)		1,265		1,183
Unify Auto Receivables Trust, Series 2021-1A, Class B, 1.29%, 11/16/26, Callable 10/15/24 @ 100 (a)		3,000		2,826
Unify Auto Receivables Trust, Series 2021-1A, Class A4, 0.98%, 7/15/26, Callable 10/15/24 @ 100 (a)		3,000		2,894
United Auto Credit Securitization Trust, Series 2023-1, Class C, 6.28%, 7/10/28, Callable 2/10/27 @ 100 (a)		4,000		4,006

See notes to financial statements.

Victory Portfolios III
Victory Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Vantage Data Centers LLC, Series 2020-1A, Class A2, 1.65%, 9/15/45, Callable 9/15/23 @ 100 (a)	$	6,500	$	5,875
VB-S1 Issuer LLC, Series 2022-1A, Class D, 4.29%, 2/15/52, Callable 2/15/26 @ 100 (a)		1,000		914
Volvo Financial Equipment LLC, Series 2020-1A, Class A4, 0.60%, 3/15/28, Callable 5/15/24 @ 100 (a)		1,750		1,668
VSE VOI Mortgage LLC, Series 2017-A, Class B, 2.63%, 3/20/35, Callable 2/20/24 @ 100 (a)		1,836		1,770
Westlake Automobile Receivables Trust, Series 2022-3A, Class C, 6.44%, 12/15/27, Callable 11/15/25 @ 100 (a)		2,000		2,025
Westlake Automobile Receivables Trust, Series 2022-2A, Class B, 4.31%, 9/15/27, Callable 9/15/25 @ 100 (a)		800		784
Westlake Automobile Receivables Trust, Series 2021-3A, Class D, 2.12%, 1/15/27, Callable 2/15/25 @ 100 (a)		1,000		930
Westlake Automobile Receivables Trust, Series 2022-2A, Class C, 4.85%, 9/15/27, Callable 9/15/25 @ 100 (a)		1,429		1,407
Westlake Automobile Receivables Trust, Series 2020-1A, Class E, 3.31%, 10/15/25, Callable 1/15/24 @ 100 (a)		2,000		1,957
Westlake Automobile Receivables Trust, Series 2019-2A, Class E, 4.02%, 4/15/25, Callable 5/15/23 @ 100 (a)		4,000		3,998
Westlake Automobile Receivables Trust, Series 2023-1A, Class B, 5.41%, 1/18/28, Callable 7/15/26 @ 100 (a)		1,000		1,000
Wheels Fleet Lease Funding 1 LLC, Series 2022-1A, Class A, 2.47%, 10/18/36, Callable 9/18/24 @ 100 (a)		1,427		1,390
Wheels SPV 2 LLC, Series 2020-1A, Class A3, 0.62%, 8/20/29, Callable 2/20/24 @ 100 (a)		3,250		3,146
World Omni Automobile Lease Securitization Trust, Series 2022-A, Class A4, 3.34%, 6/15/27		1,500		1,465
World Omni Select Auto Trust, Series 2021-A, Class D, 1.44%, 11/15/27, Callable 3/15/25 @ 100		2,750		2,491
World Omni Select Auto Trust, Series 2020-A, Class B, 0.84%, 6/15/26, Callable 6/15/24 @ 100		5,750		5,610
World Omni Select Auto Trust, Series 2023-A, Class C, 6.00%, 1/16/29, Callable 8/15/26 @ 100		2,000		2,032
Total Asset-Backed Securities (Cost $751,260)				723,628
Collateralized Mortgage Obligations (6.9%)
Annisa CLO Ltd., Series 2016-2, Class AR, 6.35% (LIBOR03M+110bps), 7/20/31, Callable 7/20/23 @ 100 (a) (b)		3,000		2,969
Aventura Mall Trust, Series 2018-AVM, Class C, 4.25%, 7/5/40 (a) (c)		2,000		1,764
Barrow Hanley CLO I Ltd., Series 2023-1A, Class A1, 7.17% (TSFR3M+230bps), 4/20/35, Callable 4/20/24 @ 100 (a) (b)		2,000		1,998
BBCMS Mortgage Trust, Series 2020-BID, Class C, 8.59% (LIBOR01M+364bps), 10/15/37 (a) (b)		3,000		2,849
BBCMS Mortgage Trust, Series 2020-BID, Class B, 7.49% (LIBOR01M+254bps), 10/15/37 (a) (b)		5,000		4,771
BPR Trust, Series 2021-TY, Class C, 6.65% (LIBOR01M+170bps), 9/15/38 (a) (b)		2,712		2,496
BPR Trust, Series 2022-OANA, Class B, 7.34% (TSFR1M+245bps), 4/15/37 (a) (b)		3,000		2,877
BPR Trust, Series 2021-TY, Class A, 6.00% (LIBOR01M+105bps), 9/15/38 (a) (b)		3,731		3,524

See notes to financial statements.

Victory Portfolios III
Victory Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
BPR Trust, Series 2022-STAR, Class A, 8.12% (TSFR1M+323bps), 8/15/24 (a) (b)	$	4,000	$	3,996
BPR Trust, Series 2021-TY, Class B, 6.10% (LIBOR01M+115bps), 9/15/38 (a) (b)		750		693
BPR Trust, Series 2021-TY, Class D, 7.30% (LIBOR01M+235bps), 9/15/38 (a) (b)		1,313		1,200
BX Commercial Mortgage Trust, Series 2019-XL, Class D, 6.45% (LIBOR01M+145bps), 10/15/36 (a) (b)		2,601		2,546
BX Commercial Mortgage Trust, Series 2019-XL, Class C, 6.25% (LIBOR01M+125bps), 10/15/36 (a) (b)		566		556
BX Commercial Mortgage Trust, Series 2021-VOLT, Class B, 5.90% (LIBOR01M+85bps), 9/15/36 (a) (b)		2,500		2,387
BX Trust, Series 2022-CLS, Class B, 6.30%, 10/13/27 (a)		2,750		2,679
Citigroup Commercial Mortgage Trust, Series 2019-SMRT, Class B, 4.38%, 1/10/36 (a)		7,600		7,429
Columbia Cent CLO 32 Ltd., Series 2022-32A, Class BF, 5.20%, 7/24/34, Callable 1/24/24 @ 100 (a)		1,000		941
COMM Mortgage Trust, Series 2014-277P, Class A, 3.73%, 8/10/49, Callable 8/10/24 @ 100 (a) (c)		14,610		13,815
COMM Mortgage Trust, Series 2020-CBM, Class A2, 2.90%, 2/10/37, Callable 2/10/25 @ 100 (a)		5,620		5,281
COMM Mortgage Trust, Series 2020-CBM, Class B, 3.10%, 2/10/37, Callable 2/10/25 @ 100 (a)		5,000		4,646
COMM Mortgage Trust, Series 2020-CBM, Class C, 3.40%, 2/10/37, Callable 2/10/25 @ 100 (a)		6,875		6,341
COMM Mortgage Trust, Series 2015-PC1, Class AM, 4.29%, 7/10/50, Callable 6/10/25 @ 100 (c)		6,550		6,305
COMM Mortgage Trust, Series 2015-PC1, Class B, 4.43%, 7/10/50, Callable 6/10/25 @ 100 (c)		3,366		3,081
COMM Mortgage Trust, Series 2012-CR4, Class XA, 1.33%, 10/15/45, Callable 5/15/23 @ 100 (c) (d)		12,316		1
Credit Suisse Mortgage Capital Certificates, Series 2021-980M, Class A, 2.39%, 7/15/31 (a)		2,500		2,154
Extended Stay America Trust, Series 2021-ESH, Class C, 6.65% (LIBOR01M+170bps), 7/15/38 (a) (b)		2,440		2,356
Extended Stay America Trust, Series 2021-ESH, Class B, 6.33% (LIBOR01M+138bps), 7/15/38 (a) (b)		759		736
Extended Stay America Trust, Series 2021-ESH, Class A, 6.03% (LIBOR01M+108bps), 7/15/38 (a) (b)		1,952		1,903
FREMF Mortgage Trust, Series 2017-K724, Class B, 3.61%, 12/25/49, Callable 12/25/23 @ 100 (a) (c)		4,935		4,854
GS Mortgage Securities Corp. Trust, Series 2017-SLP, Class A, 3.42%, 10/10/32 (a)		32		31
GS Mortgage Securities Corp. Trust, Series 2017-GPTX, Class A, 2.86%, 5/10/34 (a)		13,530		12,488
GS Mortgage Securities Corp. Trust, Series 2020-UPTN, Class A, 2.75%, 2/10/37, Callable 2/10/25 @ 100 (a)		2,000		1,851
Houston Galleria Mall Trust, Series 2015-HGLR, Class A1A2, 3.09%, 3/5/37 (a)		11,824		10,965
Hudson Yards Mortgage Trust, Series 2016-10HY, Class A, 2.84%, 8/10/38, Callable 8/10/26 @ 100 (a)		3,000		2,697
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2013-C10, Class B, 3.67%, 12/15/47, Callable 1/15/24 @ 100 (c)		466		460
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2013-C13, Class B, 4.27%, 1/15/46, Callable 7/15/23 @ 100 (c)		4,212		4,192

See notes to financial statements.

Victory Portfolios III
Victory Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares or Principal Amount		Value
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2013-C13, Class C, 4.27%, 1/15/46, Callable 7/15/23 @ 100 (c)	$	1,132	$	1,124
KNDL Mortgage Trust, Series 2019-KNSQ, Class B, 5.90% (LIBOR01M+95bps), 5/15/36 (a) (b)		2,000		1,977
Life Mortgage Trust, Series 2021-BMR, Class B, 5.88% (LIBOR01M+88bps), 3/15/38 (a) (b)		2,949		2,843
Morgan Stanley Capital I Trust, Series 2019-NUGS, Class B, 6.25% (LIBOR01M+130bps), 12/15/36 (a) (b)		3,846		3,305
Palmer Square Loan Funding Ltd., Series 2021-1A, Class A1, 6.15% (LIBOR03M+90bps), 4/20/29, Callable 7/20/23 @ 100 (a) (b)		729		724
Palmer Square Loan Funding Ltd., Series 2020-1A, Class A2, 6.27% (LIBOR03M+135bps), 2/20/28, Callable 5/20/23 @ 100 (a) (b)		4,600		4,581
Palmer Square Loan Funding Ltd., Series 2020-1A, Class A1, 5.72% (LIBOR03M+80bps), 2/20/28, Callable 5/20/23 @ 100 (a) (b)		993		990
Race Point CLO Ltd., Series 2016-10A, Class A1R, 6.36% (LIBOR03M+110bps), 7/25/31, Callable 7/25/23 @ 100 (a) (b)		4,437		4,376
SCOTT Trust, Series 2023-SFS, Class AS, 6.20%, 3/15/40 (a)		2,357		2,348
Sequoia Mortgage Trust, Series 2013-5, Class A2, 3.00%, 5/25/43, Callable 6/25/27 @ 100 (a) (c)		591		528
SREIT Trust, Series 2021-MFP2, Class C, 6.32% (US0001M+137bps), 11/15/36 (a) (b)		2,000		1,889
SREIT Trust, Series 2021-MFP2, Class B, 6.12% (LIBOR01M+117bps), 11/15/36 (a) (b)		2,000		1,913
Stratus CLO Ltd., Series 2021-3A, Class A, 6.20% (LIBOR03M+95bps), 12/29/29, Callable 7/20/23 @ 100 (a) (b)		1,600		1,583
Stratus CLO Ltd., Series 2021-3A, Class B, 6.80% (LIBOR03M+155bps), 12/29/29, Callable 7/20/23 @ 100 (a) (b)		1,643		1,600
TTAN, Series 2021-MHC, Class D, 6.70% (LIBOR01M+180bps), 3/15/38 (a) (b)		1,074		1,032
TTAN, Series 2021-MHC, Class C, 6.30% (LIBOR01M+140bps), 3/15/38 (a) (b)		2,684		2,566
TTAN, Series 2021-MHC, Class B, 6.05% (LIBOR01M+115bps), 3/15/38 (a) (b)		1,994		1,919
Total Collateralized Mortgage Obligations (Cost $174,944)				165,130
Preferred Stocks (0.2%)
Financials (0.2%):
Citigroup Capital XIII, 11.64% (LIBOR03M+637bps), 10/30/40 (b)		200,000		5,834
Total Preferred Stocks (Cost $5,470)				5,834
Senior Secured Loans (0.6%)
Celanese US Holdings LLC, Delayed Term Loan, First Lien, 6.18% (SOFR01M+138bps), 10/31/23 (b)	$	4,000		3,995
Delos Finance S.A.R.L., Loans, First Lien, 6.91% (LIBOR03M+175bps), 10/6/23 (b)		10,000		9,996
Delta Air Lines, Inc. and SkyMiles IP Ltd., Initial Term Loan, First Lien, 8.80% (SOFR03M+375bps), 10/20/27 (b)		1,350		1,397
Total Senior Secured Loans (Cost $15,383)				15,388

See notes to financial statements.

Victory Portfolios III
Victory Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Corporate Bonds (39.7%)
Communication Services (0.8%):
Magallanes, Inc., 3.64%, 3/15/25 (a)	$	4,000	$	3,869
Sprint Corp., 7.88%, 9/15/23		4,000		4,031
Sprint Spectrum Co. LLC/Sprint Spectrum Co. II LLC/Sprint Spectrum Co. III LLC, 4.74%, 3/20/25, Callable 3/20/24 @ 100 (a)		5,175		5,134
TEGNA, Inc., 4.75%, 3/15/26, Callable 6/5/23 @ 102.38 (a)		3,000		2,866
T-Mobile USA, Inc., 4.75%, 2/1/28, Callable 5/15/23 @ 102.38		2,641		2,628
				18,528
Consumer Discretionary (2.5%):
Advance Auto Parts, Inc., 5.95%, 3/9/28, Callable 2/9/28 @ 100		2,500		2,577
Association of American Medical Colleges 2.27%, 10/1/25		4,145		3,859
2.39%, 10/1/26		4,275		3,878
Duke University Health System, Inc., 2.26%, 6/1/26		700		648
Expedia Group, Inc., 6.25%, 5/1/25, Callable 2/1/25 @ 100 (a)		5,000		5,059
Genting New York LLC/GENNY Capital, Inc., 3.30%, 2/15/26, Callable 1/15/26 @ 100 (a)		2,300		2,072
Howard University 2.80%, 10/1/23		1,000		989
2.42%, 10/1/24		1,350		1,292
Lithia Motors, Inc., 4.63%, 12/15/27, Callable 6/5/23 @ 103.47 (a)		5,718		5,334
Murphy Oil USA, Inc., 5.63%, 5/1/27, Callable 6/5/23 @ 101.88		4,970		4,894
Nissan Motor Acceptance Co. LLC 2.00%, 3/9/26, Callable 2/9/26 @ 100 (a)		7,216		6,359
1.85%, 9/16/26, Callable 8/16/26 @ 100 (a)		3,296		2,817
Nordstrom, Inc., 2.30%, 4/8/24, Callable 5/22/23 @ 100		6,500		6,211
QVC, Inc., 4.45%, 2/15/25, Callable 11/15/24 @ 100		10,450		7,687
Smithsonian Institution, 0.97%, 9/1/23		1,400		1,380
Toll Brothers Finance Corp., 4.88%, 3/15/27, Callable 12/15/26 @ 100		250		245
Volkswagen Group of America Finance LLC, 3.13%, 5/12/23 (a)		5,000		4,997
				60,298
Consumer Staples (1.0%):
7-Eleven, Inc., 0.80%, 2/10/24, Callable 6/5/23 @ 100 (a)		5,000		4,820
JBS USA LUX SA/JBS USA Food Co./JBS USA Finance, Inc. 6.50%, 4/15/29, Callable 4/15/24 @ 103.25 (a)		1,643		1,600
5.50%, 1/15/30, Callable 1/15/25 @ 102.75 (a)		3,000		2,867
Philip Morris International, Inc., 4.88%, 2/15/28, Callable 1/15/28 @ 100		5,000		5,044
Walmart, Inc. 2.85%, 7/8/24, Callable 6/8/24 @ 100		5,000		4,909
3.55%, 6/26/25, Callable 4/26/25 @ 100		5,000		4,940
				24,180
Energy (6.3%):
Buckeye Partners LP, 4.15%, 7/1/23, Callable 6/5/23 @ 100		4,250		4,231
Continental Resources, Inc., 3.80%, 6/1/24, Callable 3/1/24 @ 100		9,171		8,997
DCP Midstream Operating LP 5.38%, 7/15/25, Callable 4/15/25 @ 100		3,000		2,999
5.85% (LIBOR03M+385bps), 5/21/43, Callable 5/21/23 @ 100 (a) (b)		3,500		3,499

See notes to financial statements.

Victory Portfolios III
Victory Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Devon Energy Corp., 5.25%, 10/15/27, Callable 5/15/23 @ 102.63	$	13,330	$	13,336
Enable Midstream Partners LP, 3.90%, 5/15/24, Callable 2/15/24 @ 100		10,000		9,821
Endeavor Energy Resources LP, 5.75%, 1/30/28, Callable 6/5/23 @ 102.88 (a)		2,500		2,488
Energy Transfer LP 7.13% (H15T5Y+531bps), Callable 5/15/30 @ 100 (b) (e)		2,300		1,938
6.75% (H15T5Y+513bps), Callable 5/15/25 @ 100 (b) (e)		333		294
6.50% (H15T5Y+569bps), Callable 11/15/26 @ 100 (b) (e)		1,567		1,388
4.90%, 2/1/24, Callable 11/1/23 @ 100		5,326		5,296
Exxon Mobil Corp., 2.99%, 3/19/25, Callable 2/19/25 @ 100		5,000		4,870
Gray Oak Pipeline LLC 2.00%, 9/15/23 (a)		8,334		8,207
2.60%, 10/15/25, Callable 9/15/25 @ 100 (a)		1,171		1,088
HF Sinclair Corp., 2.63%, 10/1/23		3,803		3,752
Laredo Petroleum, Inc., 9.50%, 1/15/25, Callable 6/5/23 @ 102.38		5,000		5,029
Midwest Connector Capital Co. LLC, 3.90%, 4/1/24, Callable 3/1/24 @ 100 (a)		12,200		11,982
Murphy Oil Corp., 5.88%, 12/1/27, Callable 6/5/23 @ 102.94		8,000		7,857
Parsley Energy LLC/Parsley Finance Corp., 4.13%, 2/15/28, Callable 6/5/23 @ 102.06 (a)		8,699		8,265
PDC Energy, Inc. 6.13%, 9/15/24, Callable 6/5/23 @ 100		2,498		2,488
5.75%, 5/15/26, Callable 6/5/23 @ 101.44		4,002		3,893
SM Energy Co., 5.63%, 6/1/25, Callable 6/5/23 @ 100		5,000		4,890
Talos Production, Inc., 12.00%, 1/15/26, Callable 5/22/23 @ 106		2,000		2,109
Targa Resources Partners LP/Targa Resources Partners Finance Corp., 6.50%, 7/15/27, Callable 6/5/23 @ 104.88		7,772		7,927
The Williams Cos., Inc., 5.40%, 3/2/26		2,000		2,042
Viper Energy Partners LP, 5.38%, 11/1/27, Callable 6/5/23 @ 102.69 (a)		6,350		6,156
Western Midstream Operating LP, 3.35%, 2/1/25, Callable 1/1/25 @ 100		11,953		11,450
WPX Energy, Inc., 8.25%, 8/1/23, Callable 6/5/23 @ 100		5,263		5,261
				151,553
Financials (17.2%):
Alexander Funding Trust, 1.84%, 11/15/23 (a)		11,745		11,361
Ally Financial, Inc. 5.75%, 11/20/25, Callable 10/21/25 @ 100 (f)		3,750		3,638
7.10%, 11/15/27, Callable 10/15/27 @ 100 (f)		3,111		3,208
AmTrust Financial Services, Inc., 6.13%, 8/15/23		14,342		14,206
Antares Holdings LP 6.00%, 8/15/23, Callable 7/15/23 @ 100 (a)		3,500		3,487
8.50%, 5/18/25, Callable 4/18/25 @ 100 (a)		2,515		2,502
Ares Capital Corp., 3.25%, 7/15/25, Callable 6/15/25 @ 100		5,000		4,634
Assurant, Inc. 4.20%, 9/27/23, Callable 8/27/23 @ 100		844		837
6.10%, 2/27/26, Callable 1/27/26 @ 100		7,059		7,131
Athene Global Funding, 1.20%, 10/13/23 (a)		5,000		4,873
Blackstone Private Credit Fund 1.75%, 9/15/24		3,500		3,266
2.35%, 11/22/24		5,000		4,667
4.70%, 3/24/25 (f)		2,000		1,927
7.05%, 9/29/25 (a)		2,500		2,505
2.63%, 12/15/26, Callable 11/15/26 @ 100		3,808		3,238

See notes to financial statements.

Victory Portfolios III
Victory Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
BMW US Capital LLC, 3.25%, 4/1/25 (a)	$	2,000	$	1,952
Cadence Bancorp, 4.75% (LIBOR03M+303bps), 6/30/29, Callable 6/30/24 @ 100 (b)		10,000		9,501
Cadence Bank 7.25% (US0003M+454bps), 6/28/29, Callable 6/28/24 @ 100 (a) (b)		1,000		972
4.13% (LIBOR03M+247bps), 11/20/29, Callable 11/20/24 @ 100 (b)		11,196		10,104
Capital One Financial Corp. 4.17% (SOFR+137bps), 5/9/25, Callable 5/9/24 @ 100 (b)		2,000		1,949
5.47% (SOFR+208bps), 2/1/29, Callable 2/1/28 @ 100 (b)		2,000		1,967
Citizens Bank NA 4.12% (SOFR+140bps), 5/23/25, Callable 5/23/24 @ 100 (b)		640		611
6.06% (SOFR+145bps), 10/24/25, Callable 10/24/24 @ 100 (b)		6,000		5,810
DAE Funding LLC, 1.55%, 8/1/24, Callable 7/1/24 @ 100 (a)		1,250		1,182
Enact Holdings, Inc., 6.50%, 8/15/25, Callable 2/15/25 @ 100 (a)		2,750		2,723
Entergy Texas Restoration Funding II LLC, 3.05%, 12/15/27		1,170		1,147
F&G Global Funding, 5.15%, 7/7/25 (a)		2,000		1,969
Fifth Third Bancorp, 4.50% (H15T5Y+422bps), Callable 9/30/25 @ 100 (b) (e)		7,793		6,938
First American Financial Corp., 4.60%, 11/15/24		1,000		983
First Citizens BancShares, Inc., 3.38% (SOFR+247bps), 3/15/30, Callable 3/15/25 @ 100 (b)		10,871		9,986
First Financial Bancorp, 5.13%, 8/25/25		9,000		8,269
First Horizon Corp. 3.55%, 5/26/23 (f)		2,000		1,990
4.00%, 5/26/25, Callable 4/26/25 @ 100		4,000		3,745
First-Citizens Bank & Trust Co., 4.13% (H15T5Y+237bps), 11/13/29, Callable 11/13/24 @ 100 (b)		1,000		934
Ford Motor Credit Co. LLC 3.38%, 11/13/25, Callable 10/13/25 @ 100		3,000		2,787
2.70%, 8/10/26, Callable 7/10/26 @ 100		3,000		2,661
FS KKR Capital Corp. 4.63%, 7/15/24, Callable 6/15/24 @ 100		2,250		2,188
1.65%, 10/12/24		2,119		1,963
4.25%, 2/14/25, Callable 1/14/25 @ 100 (a)		5,600		5,285
3.40%, 1/15/26, Callable 12/15/25 @ 100		4,000		3,646
Fulton Financial Corp., 3.25% (SOFR+230bps), 3/15/30, Callable 3/15/25 @ 100 (b)		9,318		8,643
GA Global Funding Trust, 1.63%, 1/15/26 (a)		2,500		2,275
Glencore Funding LLC, 1.63%, 4/27/26, Callable 3/27/26 @ 100 (a)		5,000		4,545
Global Payments, Inc. 3.75%, 6/1/23		1,401		1,398
1.50%, 11/15/24, Callable 10/15/24 @ 100		3,000		2,831
Hilltop Holdings, Inc. 5.00%, 4/15/25, Callable 1/15/25 @ 100		5,000		4,890
5.75% (SOFR+568bps), 5/15/30, Callable 5/15/25 @ 100 (b)		5,000		4,955
Huntington Bancshares, Inc., 4.45% (H15T7Y+405bps), Callable 10/15/27 @ 100 (b) (e)		750		619
Hyundai Capital America, 5.50%, 3/30/26 (a)		2,000		2,010
KeyCorp, 3.88% (SOFR+125bps), 5/23/25, MTN, Callable 5/23/24 @ 100 (b)		4,965		4,797
Luther Burbank Corp., 6.50%, 9/30/24, Callable 8/31/24 @ 100 (a)		2,500		2,482
Main Street Capital Corp. 5.20%, 5/1/24		11,700		11,500
3.00%, 7/14/26, Callable 6/14/26 @ 100		3,500		3,076

See notes to financial statements.

Victory Portfolios III
Victory Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Manufacturers & Traders Trust Co., 4.65%, 1/27/26, Callable 12/27/25 @ 100	$	4,500	$	4,346
Metropolitan Life Insurance Co., 7.88%, 2/15/24 (a)		350		352
Metropolitan Tower Life Insurance Co., 7.63%, 1/15/24 (a)		1,000		1,003
Mobr-04 LLC (LOC — Compass Bank), 5.93%, 9/1/24 (g)		2,900		2,900
National General Holdings Corp., 6.75%, 5/15/24 (a)		4,000		4,022
New York Community Bancorp, Inc., 5.90% (LIBOR03M+278bps), 11/6/28, Callable 11/6/23 @ 100 (b)		8,242		7,750
OneMain Finance Corp., 8.25%, 10/1/23 (f)		2,555		2,568
OWL Rock Core Income Corp. 5.50%, 3/21/25 (a)		5,000		4,861
7.75%, 9/16/27, Callable 8/16/27 @ 100 (a)		2,677		2,688
PRA Group, Inc., 8.38%, 2/1/28, Callable 2/1/25 @ 104.19 (a)		3,167		3,169
ProAssurance Corp., 5.30%, 11/15/23		14,000		13,914
Prudential Financial, Inc., 5.63% (LIBOR03M+392bps), 6/15/43, Callable 6/15/23 @ 100 (b)		11,014		10,995
Radian Group, Inc. 4.50%, 10/1/24, Callable 7/1/24 @ 100		6,349		6,149
6.63%, 3/15/25, Callable 9/15/24 @ 100		3,204		3,193
Regions Financial Corp., 5.75% (H15T5Y+543bps), Callable 6/15/25 @ 100 (b) (e)		8,786		8,356
Reliance Standard Life Global Funding II, 3.85%, 9/19/23 (a)		5,000		4,958
RLI Corp., 4.88%, 9/15/23		3,000		2,961
SCE Recovery Funding LLC, 0.86%, 11/15/31		8,663		7,419
Signature Bank, 4.13% (LIBOR03M+256bps), 11/1/29, Callable 11/1/24 @ 100 (b) (h)		11,650		268
SLM Corp., 4.20%, 10/29/25, Callable 9/29/25 @ 100		3,000		2,772
Starwood Property Trust, Inc. 3.75%, 12/31/24, Callable 9/30/24 @ 100 (a)		750		703
3.63%, 7/15/26, Callable 1/15/26 @ 100 (a)		1,622		1,396
Stewart Information Services Corp., 3.60%, 11/15/31, Callable 8/15/31 @ 100		6,053		4,771
Synchrony Bank, 5.40%, 8/22/25, Callable 7/22/25 @ 100		3,000		2,863
Synchrony Financial 4.88%, 6/13/25, Callable 5/13/25 @ 100		2,000		1,888
3.95%, 12/1/27, Callable 9/1/27 @ 100		2,816		2,485
Synovus Bank, 5.63%, 2/15/28, Callable 1/15/28 @ 100		4,000		3,760
Synovus Financial Corp., 5.90% (USSW5+338bps), 2/7/29, Callable 2/7/24 @ 100 (b)		6,188		5,455
Texas Capital Bancshares, Inc., 4.00% (H15T5Y+315bps), 5/6/31, Callable 5/6/26 @ 100 (b)		6,000		4,972
The Bank of New York Mellon Corp., 4.70% (H15T5Y+436bps), Callable 9/20/25 @ 100 (b) (e) (f)		6,500		6,322
The Charles Schwab Corp., 5.38% (H15T5Y+497bps), Callable 6/1/25 @ 100 (b) (e) (f)		8,500		8,118
The Huntington National Bank, 5.50% (LIBOR03M+509bps), 5/6/30, Callable 5/6/25 @ 100 (b)		13,590		13,495
The PNC Financial Services Group, Inc., 3.90%, 4/29/24, Callable 3/29/24 @ 100		2,500		2,455
TIAA FSB Holdings, Inc., 9.57% (LIBOR03M+470bps), 3/15/26, Callable 6/5/23 @ 100 (b)		5,718		5,644
Truist Financial Corp. 4.95% (H15T5Y+461bps), Callable 9/1/25 @ 100 (b) (e)		8,000		7,536
4.25%, 9/30/24		1,955		1,911

See notes to financial statements.

Victory Portfolios III
Victory Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
United Financial Bancorp, Inc., 5.75%, 10/1/24	$	8,120	$	7,833
US Bancorp, 3.10%, 4/27/26, MTN, Callable 3/27/26 @ 100		2,500		2,339
WEA Finance LLC/Westfield UK & Europe Finance PLC, 3.75%, 9/17/24, Callable 6/17/24 @ 100 (a)		3,808		3,606
Webster Financial Corp. 4.38%, 2/15/24, Callable 1/16/24 @ 100		5,500		5,205
4.00% (SOFR+253bps), 12/30/29, Callable 12/30/24 @ 100 (b)		8,750		8,241
				412,405
Health Care (0.7%):
CommonSpirit Health, 6.07%, 11/1/27, Callable 8/1/27 @ 100		2,500		2,600
CVS Health Corp., 5.00%, 2/20/26, Callable 1/20/26 @ 100		2,000		2,023
HCA, Inc., 7.50%, 12/15/23		2,131		2,150
Hikma Finance USA LLC, 3.25%, 7/9/25		10,000		9,493
				16,266
Industrials (3.8%):
American Airlines Pass Through Trust 4.40%, 9/22/23		5,260		5,181
4.38%, 6/15/24 (a)		3,910		3,805
Ashtead Capital, Inc., 4.38%, 8/15/27, Callable 5/22/23 @ 102.19 (a)		11,245		10,762
Aviation Capital Group LLC 3.88%, 5/1/23 (a)		3,000		3,000
5.50%, 12/15/24, Callable 11/15/24 @ 100 (a)		7,495		7,394
British Airways Pass Through Trust, 4.63%, 6/20/24 (a)		1,960		1,932
Continental Airlines Pass Through Trust, 4.00%, 10/29/24		8,768		8,509
Daimler Trucks Finance North America LLC, 3.50%, 4/7/25 (a)		3,000		2,918
Delta Air Lines Pass Through Trust, 2.00%, 6/10/28		4,253		3,759
Hexcel Corp., 4.95%, 8/15/25, Callable 5/15/25 @ 100		3,000		2,950
Huntington Ingalls Industries, Inc., 0.67%, 8/16/23, Callable 5/15/23 @ 100		2,500		2,461
Mileage Plus Holdings LLC/Mileage Plus Intellectual Property Assets Ltd., 6.50%, 6/20/27, Callable 6/30/23 @ 103.25 (a)		8,500		8,500
Regal Rexnord Corp. 6.05%, 2/15/26 (a)		3,000		3,043
6.05%, 4/15/28, Callable 3/15/28 @ 100 (a)		2,000		2,018
Spirit Airlines Pass Through Trust, 4.45%, 4/1/24		9,183		8,985
Stanley Black & Decker, Inc., 6.27%, 3/6/26, Callable 3/6/24 @ 100		2,000		2,022
U.S. Airways Pass Through Trust, 3.95%, 11/15/25		6,491		6,088
United Airlines Pass Through Trust 4.15%, 4/11/24		4,314		4,220
4.88%, 1/15/26		705		679
XPO Escrow Sub LLC, 7.50%, 11/15/27, Callable 11/15/24 @ 103.75 (a)		2,100		2,161
				90,387
Information Technology (0.5%):
Arrow Electronics, Inc., 6.13%, 3/1/26, Callable 3/1/24 @ 100		3,000		3,001
CDW LLC/CDW Finance Corp., 2.67%, 12/1/26, Callable 11/1/26 @ 100		1,000		910
Skyworks Solutions, Inc. 0.90%, 6/1/23, Callable 5/22/23 @ 100		5,000		4,981
1.80%, 6/1/26, Callable 5/1/26 @ 100		5,000		4,508
				13,400

See notes to financial statements.

Victory Portfolios III
Victory Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Materials (1.8%):
Amcor Flexibles North America, Inc., 4.00%, 5/17/25, Callable 4/17/25 @ 100	$	1,000	$	976
Bayport Polymers LLC, 4.74%, 4/14/27, Callable 3/14/27 @ 100 (a)		3,000		2,841
Berry Global, Inc., 4.88%, 7/15/26, Callable 6/5/23 @ 102.44 (a)		8,284		8,097
Celanese US Holdings LLC 5.90%, 7/5/24		2,000		2,002
1.40%, 8/5/26, Callable 7/5/26 @ 100		3,000		2,635
6.17%, 7/15/27, Callable 6/15/27 @ 100		2,000		2,023
Freeport-McMoRan, Inc. 5.00%, 9/1/27, Callable 6/5/23 @ 102.5		7,101		7,074
4.38%, 8/1/28, Callable 8/1/23 @ 102.19		14,000		13,296
Nucor Corp., 3.95%, 5/23/25		2,000		1,975
Steel Dynamics, Inc., 5.00%, 12/15/26, Callable 6/5/23 @ 101.67		1,000		998
Vulcan Materials Co., 5.80%, 3/1/26, Callable 3/1/24 @ 100		2,000		2,011
				43,928
Real Estate (3.5%):
Boston Properties LP 3.13%, 9/1/23, Callable 6/5/23 @ 100		1,829		1,802
6.75%, 12/1/27, Callable 11/1/27 @ 100		3,500		3,564
Federal Realty OP LP, 5.38%, 5/1/28, Callable 4/1/28 @ 100		2,000		1,998
GLP Capital LP/GLP Financing II, Inc., 5.25%, 6/1/25, Callable 3/1/25 @ 100		857		842
Kilroy Realty LP, 4.38%, 10/1/25, Callable 7/1/25 @ 100		2,500		2,320
Kite Realty Group LP, 4.00%, 10/1/26, Callable 7/1/26 @ 100		2,500		2,322
Kite Realty Group Trust, 4.00%, 3/15/25, Callable 12/15/24 @ 100		3,000		2,855
LXP Industrial Trust, 4.40%, 6/15/24, Callable 3/15/24 @ 100		4,000		3,904
MPT Operating Partnership LP/MPT Finance Corp., 5.00%, 10/15/27, Callable 6/5/23 @ 102.5		18,901		15,904
Nationwide Health Properties, Inc., 6.90%, 10/1/37, (Put Date 10/1/27), MTN (i)		2,950		3,184
Newmark Group, Inc., 6.13%, 11/15/23, Callable 10/15/23 @ 100		14,000		13,925
Omega Healthcare Investors, Inc., 4.38%, 8/1/23, Callable 6/5/23 @ 100		2,009		1,996
Piedmont Operating Partnership LP 3.40%, 6/1/23		2,486		2,467
4.45%, 3/15/24, Callable 12/15/23 @ 100		5,450		5,296
Realty Income Corp., 5.05%, 1/13/26, Callable 1/13/24 @ 100		2,000		2,001
Retail Opportunity Investments Partnership LP, 5.00%, 12/15/23, Callable 9/15/23 @ 100		2,200		2,141
SBA Tower Trust 2.84%, 1/15/25, Callable 1/15/24 @ 100 (a)		9,423		8,994
1.88%, 1/15/26, Callable 1/15/25 @ 100 (a)		3,500		3,176
6.60%, 1/15/28, Callable 1/15/27 @ 100 (a)		842		883
SITE Centers Corp., 3.63%, 2/1/25, Callable 11/1/24 @ 100		2,000		1,887
VICI Properties LP/VICI Note Co., Inc., 3.50%, 2/15/25, Callable 6/5/23 @ 100.88 (a)		4,136		3,977
				85,438
Utilities (1.6%):
Black Hills Corp., 5.95%, 3/15/28, Callable 2/15/28 @ 100		3,000		3,108
Florida Power & Light Co., 5.05%, 4/1/28, Callable 3/1/28 @ 100		3,000		3,109
National Fuel Gas Co., 5.50%, 1/15/26, Callable 12/15/25 @ 100		5,000		5,012
NextEra Energy Capital Holdings, Inc., 6.05%, 3/1/25		1,500		1,525
Sierra Pacific Power Co., 3.38%, 8/15/23, Callable 6/5/23 @ 100		4,299		4,272

See notes to financial statements.

Victory Portfolios III
Victory Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Southern Power Co., 2.75%, 9/20/23, Callable 7/20/23 @ 100	$	9,500	$	9,389
Vistra Operations Co. LLC 3.55%, 7/15/24, Callable 6/15/24 @ 100 (a)		8,675		8,415
5.13%, 5/13/25 (a)		3,000		2,933
				37,763
Total Corporate Bonds (Cost $999,847)				954,146
Yankee Dollars (8.0%)
Consumer Discretionary (0.3%):
Borgwarner Jersey Ltd., 5.00%, 10/1/25 (a)		2,087		2,057
Nissan Motor Co. Ltd., 3.04%, 9/15/23 (a)		4,000		3,953
				6,010
Consumer Staples (0.2%):
Imperial Brands Finance PLC, 4.25%, 7/21/25, Callable 4/21/25 @ 100 (a)		1,075		1,046
Leviathan Bond Ltd., 5.75%, 6/30/23, Callable 6/5/23 @ 100 (a)		4,500		4,483
				5,529
Energy (1.2%):
Enbridge, Inc., 5.75% (H15T5Y+531bps), 7/15/80, Callable 4/15/30 @ 100 (b)		1,600		1,468
Galaxy Pipeline Assets Bidco Ltd. 1.75%, 9/30/27 (a)		1,823		1,704
2.16%, 3/31/34 (a)		665		577
Harbour Energy PLC, 5.50%, 10/15/26, Callable 10/15/23 @ 102.75 (a)		5,396		4,914
Lundin Energy Finance BV, 2.00%, 7/15/26, Callable 6/15/26 @ 100 (a)		5,000		4,557
Petroleos Mexicanos, 8.63%, 12/1/23		1,500		1,504
TransCanada PipeLines Ltd., 6.20%, 3/9/26, Callable 3/9/24 @ 100		2,000		2,013
Var Energi ASA 5.00%, 5/18/27, Callable 4/18/27 @ 100 (a)		3,000		2,924
7.50%, 1/15/28, Callable 12/15/27 @ 100 (a)		7,333		7,752
				27,413
Financials (3.4%):
AerCap Ireland Capital DAC/AerCap Global Aviation Trust, 3.15%, 2/15/24, Callable 1/15/24 @ 100		5,000		4,886
ASB Bank Ltd., 6.11% (US0003M+97bps), 6/14/23 (a) (b)		2,600		2,601
Avolon Holdings Funding Ltd. 2.88%, 2/15/25, Callable 1/15/25 @ 100 (a)		10,000		9,384
2.13%, 2/21/26, Callable 1/21/26 @ 100 (a)		4,250		3,774
Banco Santander Mexico SA Institucion de Banca Multiple Grupo Financiero Santand, 5.95% (H15T5Y+300bps), 10/1/28, Callable 10/1/23 @ 100 (a) (b)		6,630		6,544
Banco Santander Mexico SA Institucion de Banca Multiple Grupo Financiero Santander, 5.95% (H15T5Y+300bps), 10/1/28, Callable 10/1/23 @ 100 (b)		4,199		4,145
Barclays PLC, 7.33% (H15T1Y+305bps), 11/2/26, Callable 11/2/25 @ 100 (b)		2,000		2,078
BAT International Finance PLC 1.67%, 3/25/26, Callable 2/25/26 @ 100		2,000		1,821
4.45%, 3/16/28, Callable 2/16/28 @ 100		4,000		3,844
Beazley Insurance DAC, 5.88%, 11/4/26		900		879

See notes to financial statements.

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Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
BP Capital Markets PLC 4.38% (H15T5Y+404bps), Callable 6/22/25 @ 100 (b) (e)	$	7,000	$	6,718
3.64%, 5/14/23, MTN		2,000		1,998
Element Fleet Management Corp., 1.60%, 4/6/24, Callable 3/6/24 @ 100 (a)		3,750		3,597
Federation des Caisses Desjardins du Quebec, 4.40%, 8/23/25 (a)		3,000		2,929
Lloyds Banking Group PLC, 4.58%, 12/10/25		1,000		964
NatWest Group PLC 6.10%, 6/10/23		1,640		1,638
7.47% (H15T1Y+285bps), 11/10/26, Callable 11/10/25 @ 100 (b)		3,000		3,134
ORIX Corp., 5.00%, 9/13/27		3,000		3,027
Phoenix Group Holdings PLC, 5.38%, 7/6/27, MTN		9,087		8,757
Popular, Inc., 6.13%, 9/14/23, Callable 8/14/23 @ 100		3,000		2,990
Santander UK Group Holdings PLC, 6.53% (SOFR+260bps), 1/10/29, Callable 1/10/28 @ 100 (b)		4,000		4,113
Standard Chartered PLC, 6.30% (H15T1Y+245bps), 1/9/29, Callable 1/9/28 @ 100 (a) (b)		2,000		2,047
				81,868
Industrials (1.3%):
Air Canada Pass Through Trust 5.00%, 12/15/23 (a)		787		783
4.13%, 5/15/25 (a)		12,895		12,076
Aircastle Ltd., 4.40%, 9/25/23, Callable 8/25/23 @ 100		5,000		4,959
Avolon Holdings Funding Ltd., 3.95%, 7/1/24, Callable 6/1/24 @ 100 (a)		5,000		4,855
The Weir Group PLC, 2.20%, 5/13/26, Callable 4/13/26 @ 100 (a)		10,000		9,036
				31,709
Information Technology (0.3%):
Open Text Corp., 6.90%, 12/1/27, Callable 11/1/27 @ 100 (a)		4,677		4,837
SK Hynix, Inc., 6.25%, 1/17/26 (a)		3,000		3,009
				7,846
Materials (1.1%):
Alcoa Nederland Holding BV, 5.50%, 12/15/27, Callable 6/15/23 @ 102.75 (a) (f)		4,333		4,268
ArcelorMittal SA, 6.55%, 11/29/27, Callable 10/29/27 @ 100		3,500		3,653
Braskem Netherlands Finance BV, 4.50%, 1/10/28, Callable 10/10/27 @ 100 (a)		5,000		4,583
OCI NV, 4.63%, 10/15/25, Callable 6/5/23 @ 102.31 (a)		7,290		6,968
Syngenta Finance NV, 4.89%, 4/24/25, Callable 2/24/25 @ 100 (a)		5,839		5,762
West Fraser Timber Co. Ltd., 4.35%, 10/15/24, Callable 7/15/24 @ 100 (a)		2,000		1,973
				27,207
Real Estate (0.1%):
Ontario Teachers' Cadillac Fairview Properties Trust, 3.88%, 3/20/27, Callable 12/20/26 @ 100 (a)		2,000		1,885
Utilities (0.1%):
Enel SpA, 8.75% (USSW5+588bps), 9/24/73, Callable 9/24/23 @ 100 (a) (b)		2,000		1,991
Total Yankee Dollars (Cost $195,601)				191,458

See notes to financial statements.

Victory Portfolios III
Victory Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Municipal Bonds (5.4%)
Alabama (0.1%):
The Water Works Board of The City of Birmingham Revenue 2.20%, 1/1/24	$	1,000	$	982
2.36%, 1/1/25		2,000		1,931
				2,913
Alaska (0.1%):
University of Alaska Revenue, Series W, 1.83%, 10/1/23		1,000		985
Arizona (0.2%):
Arizona Board of Regents Certificate participation, 0.77%, 6/1/24		1,500		1,436
City of Phoenix Civic Improvement Corp. Revenue, 0.68%, 7/1/23		1,000		992
City of Tempe AZ Certificate participation, 0.62%, 7/1/24		2,500		2,382
				4,810
California (0.4%):
California Statewide Communities Development Authority Revenue 1.03%, 4/1/24		1,250		1,202
1.31%, 4/1/25		915		856
2.15%, 11/15/30, Continuously Callable @100		4,295		3,635
California Statewide Communities Development Authority Revenue (NBGA — California Health Insurance Construction Loan Insurance Program), 2.05%, 8/1/30		2,505		2,252
Golden State Tobacco Securitization Corp. Revenue, 1.85%, 6/1/31		355		350
				8,295
Colorado (0.2%):
City of Loveland Electric & Communications Enterprise Revenue, 2.97%, 12/1/24		2,280		2,217
Colorado Health Facilities Authority Revenue Series B, 2.40%, 11/1/23		1,250		1,232
Series B, 2.50%, 11/1/24		1,250		1,206
Series B, 2.80%, 12/1/26		590		553
Park Creek Metropolitan District Revenue, Series B, 2.53%, 12/1/24		500		482
				5,690
Florida (0.4%):
City of Gainesville Florida Revenue, 0.82%, 10/1/23		750		736
County of Lee Florida Water & Sewer Revenue, 2.01%, 10/1/24		1,360		1,308
Hillsborough County IDA Revenue 2.01%, 8/1/24		5,000		4,807
2.16%, 8/1/25		2,910		2,752
				9,603
Georgia (0.2%):
Athens Housing Authority Revenue 2.13%, 12/1/24		1,850		1,783
2.32%, 12/1/25		3,215		3,063
				4,846

See notes to financial statements.

Victory Portfolios III
Victory Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Illinois (0.3%):
Chicago Transit Authority Sales Tax Receipts Fund Revenue, Series B, 1.84%, 12/1/23	$	1,500	$	1,471
Illinois Finance Authority Revenue, 2.11%, 5/15/26		1,000		921
State of Illinois Sales Tax Revenue Series B, 0.94%, 6/15/24		3,500		3,338
Series B, 1.25%, 6/15/25		2,500		2,318
				8,048
Indiana (0.2%):
Indiana Finance Authority Revenue 2.66%, 3/1/25		1,675		1,614
2.76%, 3/1/26		1,850		1,760
Series B, 1.99%, 11/15/24		350		333
Series B, 2.45%, 11/15/25		360		340
Lake Central Multi-District School Building Corp. Revenue, 0.85%, 1/15/24		1,275		1,238
				5,285
Kansas (0.0%): (j)
Wyandotte County-Kansas City Unified Government Utility System Revenue, Series B, 1.13%, 9/1/24		1,000		957
Kentucky (0.1%):
County of Warren Revenue, 1.07%, 4/1/26		1,385		1,249
Maryland (0.6%):
Maryland Health & Higher Educational Facilities Authority Revenue 1.23%, 1/1/24		5,185		5,000
1.81%, 1/1/25		2,780		2,586
1.89%, 1/1/26		4,135		3,720
Maryland Stadium Authority Revenue Series C, 1.13%, 5/1/23		1,535		1,534
Series C, 1.32%, 5/1/24		1,000		965
				13,805
Michigan (0.3%):
Ecorse Public School District, GO, 2.09%, 5/1/25		2,200		2,110
Michigan Finance Authority Revenue 2.21%, 12/1/23		1,565		1,538
2.31%, 12/1/24		895		862
Series A-1, 2.33%, 6/1/30		2,489		2,397
Ypsilanti School District, GO, 2.02%, 5/1/25		575		549
				7,456
Minnesota (0.1%):
Western Minnesota Municipal Power Agency Revenue Series A, 2.28%, 1/1/25		1,000		964
Series A, 2.38%, 1/1/26		1,000		953
				1,917

See notes to financial statements.

Victory Portfolios III
Victory Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Missouri (0.1%):
Bi-State Development Agency of the Missouri-Illinois Metropolitan District Revenue Series B, 1.02%, 10/1/23	$	2,000	$	1,966
Series B, 1.22%, 10/1/24		1,250		1,190
				3,156
Nebraska (0.0%): (j)
Papio-Missouri River Natural Resource District Special Tax, 2.09%, 12/15/24, Continuously Callable @100		785		752
New Jersey (0.5%):
City of Orange Township, Series B, 5.50%, 3/22/24		3,555		3,538
Franklin Township Board of Education/Somerset County, GO, 0.65%, 2/1/24		655		634
North Hudson Sewerage Authority Revenue 2.43%, 6/1/24		1,200		1,168
2.59%, 6/1/25		1,000		965
South Jersey Transportation Authority Revenue Series B, 2.10%, 11/1/24		1,750		1,667
Series B, 2.20%, 11/1/25		3,515		3,280
				11,252
New York (0.1%):
Buffalo & Erie County Industrial Land Development Corp. Revenue, Series B, 3.35%, 11/1/25		940		904
New York State Thruway Authority Revenue, Series M, 2.26%, 1/1/25		1,000		960
				1,864
Oregon (0.1%):
Medford Hospital Facilities Authority Revenue Series B, 1.73%, 8/15/23		1,400		1,385
Series B, 1.83%, 8/15/24		1,700		1,631
				3,016
Pennsylvania (0.8%):
City of Pittsburgh PA, GO, Series B, 0.84%, 9/1/24		1,715		1,630
County of Bucks PA, GO, 0.98%, 6/1/24		2,025		1,940
Montgomery County IDA Revenue Series D, 2.45%, 11/15/23		1,250		1,230
Series D, 2.60%, 11/15/24		4,050		3,897
Scranton School District, GO Series A, 3.15%, 6/15/34, (Put Date 6/15/24) (a) (i)		2,805		2,748
Series B, 3.15%, 6/15/34, (Put Date 6/15/24) (a) (i)		1,415		1,386
Scranton School District, GO (INS — Build America Mutual Assurance Co.) 2.60%, 4/1/24		1,730		1,691
2.72%, 4/1/25		900		869
2.82%, 4/1/26		1,000		954
State Public School Building Authority Revenue, 2.75%, 4/1/25		1,500		1,451
				17,796

See notes to financial statements.

Victory Portfolios III
Victory Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
South Dakota (0.1%):
South Dakota Health & Educational Facilities Authority Revenue Series B, 2.31%, 7/1/23	$	1,500	$	1,492
Series B, 2.38%, 7/1/24		1,350		1,308
				2,800
Texas (0.4%):
Central Texas Regional Mobility Authority Revenue Series C, 1.45%, 1/1/25		400		378
Series D, 1.65%, 1/1/24		500		488
Series D, 1.80%, 1/1/25		750		711
City of Lubbock Water & Wastewater System Revenue, 2.06%, 2/15/25		5,000		4,786
Dallas/Fort Worth International Airport Revenue Series C, 1.04%, 11/1/23		500		490
Series C, 1.23%, 11/1/24		750		712
Harris County Cultural Education Facilities Finance Corp. Revenue, Series B, 2.47%, 5/15/25		1,000		953
San Antonio Education Facilities Corp. Revenue 1.74%, 4/1/25		505		470
1.99%, 4/1/26		860		780
2.19%, 4/1/27		525		465
				10,233
Wisconsin (0.1%):
Public Finance Authority Revenue Series S, 1.14%, 2/1/24		1,445		1,380
Series S, 1.48%, 2/1/25		820		748
State of Wisconsin Revenue, Series A, 2.10%, 5/1/26		1,000		939
				3,067
Total Municipal Bonds (Cost $136,057)				129,795
U.S. Government Agency Mortgages (0.2%)
Federal Home Loan Mortgage Corp. 4.17% (LIBOR12M+163bps), 4/1/35 (b)		106		103
Federal National Mortgage Association 4.50%, 5/1/23 – 2/1/24		2		3
5.00%, 6/1/23 – 2/1/24		10		9
5.50%, 6/1/23 – 6/1/24		6		5
6.00%, 7/1/23		1		1
2.50%, 4/1/27 – 8/1/27		5,036		4,837
Series 2012-104, Class HC, 1.25%, 9/25/27		593		564
				5,419
				5,522
Total U.S. Government Agency Mortgages (Cost $5,762)				5,522

See notes to financial statements.

Victory Portfolios III
Victory Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
U.S. Treasury Obligations (2.7%)
U.S. Treasury Notes 0.13%, 8/31/23	$	5,000	$	4,918
0.50%, 11/30/23		1,000		975
2.50%, 5/31/24		3,000		2,927
0.38%, 7/15/24		5,000		4,754
3.00%, 7/31/24		10,000		9,807
0.38%, 8/15/24		15,000		14,221
4.50%, 11/30/24		8,000		8,019
3.00%, 7/15/25		5,000		4,897
4.25%, 10/15/25		6,000		6,050
3.88%, 1/15/26		7,000		7,010
Total U.S. Treasury Obligations (Cost $64,685)				63,578
Commercial Paper (6.0%) (k)
AutoNation, Inc., 5.30%, 5/2/23 (a)		5,000		4,997
Aviation Capital Group LLC 5.15%, 5/8/23 (a)		5,000		4,993
5.15%, 5/9/23 (a)		8,300		8,287
Canadian Natural Resources Ltd. 3.69%, 5/3/23 (a)		5,000		4,996
5.58%, 5/10/23 (a)		5,000		4,991
5.59%, 5/11/23 (a)		9,300		9,281
Crown Castle International Corp., 5.97%, 5/23/23 (a)		5,000		4,981
Global Payments, Inc. 5.64%, 5/3/23		11,200		11,192
5.64%, 5/4/23		5,100		5,095
5.71%, 5/9/23		4,600		4,592
Jabil, Inc. 5.48%, 5/1/23 (a)		2,700		2,699
5.49%, 5/2/23 (a)		10,900		10,893
5.50%, 5/3/23 (a)		5,000		4,996
5.52%, 5/5/23 (a)		5,200		5,195
Quanta Services, Inc. 5.32%, 5/1/23 (a)		4,000		3,998
5.37%, 5/5/23 (a)		1,700		1,698
5.40%, 5/8/23 (a)		8,200		8,188
5.42%, 5/10/23 (a)		9,900		9,882
Targa Resources Corp., 4.72%, 5/4/23 (a)		8,600		8,593
Walgreens Boots Alliance, Inc. 5.53%, 5/1/23 (a)		10,000		9,996
5.53%, 5/3/23 (a)		7,500		7,494
5.53%, 5/4/23 (a)		3,300		3,297
5.57%, 5/8/23 (a)		3,000		2,995
Total Commercial Paper (Cost $143,388)				143,329

See notes to financial statements.

Victory Portfolios III
Victory Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Collateral for Securities Loaned (0.5%)^
Goldman Sachs Financial Square Government Fund, Institutional Shares, 4.77% (l)	$	3,055,723	$	3,056
HSBC U.S. Government Money Market Fund, Institutional Shares, 4.76% (l)		3,055,723		3,055
Invesco Government & Agency Portfolio, Institutional Shares, 4.78% (l)		3,055,723		3,056
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 4.77% (l)		3,055,723		3,056
Total Collateral for Securities Loaned (Cost $12,223)				12,223
Total Investments (Cost $2,504,620) — 100.3%				2,410,031
Liabilities in excess of other assets — (0.3)%				(7,748	)
NET ASSETS — 100.00%			$	2,402,283

At April 30, 2023, the Fund's investments in foreign securities were 11.3% of net assets.

^ Purchased with cash collateral from securities on loan.

(a) Rule 144A security or other security that is restricted as to resale to institutional investors. As of April 30, 2023, the fair value of these securities was $1,301,240 thousands and amounted to 54.2% of net assets.

(b) Variable or Floating-Rate Security. Rate disclosed is as of April 30, 2023.

(d) Security is interest only.

(e) Security is perpetual and has no final maturity date but may be subject to calls at various dates in the future.

(f) All or a portion of this security is on loan.

(g) Variable Rate Demand Notes that provide the rights to sell the security at face value on either that day or within the rate-reset period. The interest rate is reset on the put date at a stipulated daily, weekly, monthly, quarterly, or other specified time interval to reflect current market conditions. These securities do not indicate a reference rate and spread in their description.

(h) Currently the issuer is in default with respect to interest and/or principal payments.

(i) Put Bond.

(j) Amount represents less than 0.05% of net assets.

(k) Rate represents the effective yield at April 30, 2023.

(l) Rate disclosed is the daily yield on April 30, 2023.

bps — Basis points

Continuously callable — Investment is continuously callable or will be continuously callable on any date after the first call date until its maturity.

GO — General Obligation

H15T1Y — 1 Year Treasury Constant Maturity Rate

H15T5Y — 5 Year Treasury Constant Maturity Rate

See notes to financial statements.

Victory Portfolios III
Victory Short-Term Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

IDA — Industrial Development Authority

LIBOR — London Interbank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of April 30, 2023, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of April 30, 2023, based on the last reset date of the security

LIBOR12M — 12 Month US Dollar LIBOR, rate disclosed as of April 30, 2023, based on the last reset date of the security

LLC — Limited Liability Company

LOC — Letter of Credit

LP — Limited Partnership

MTN — Medium Term Note

PLC — Public Limited Company

SOFR — Secured Overnight Financing Rate

SOFR01M — 1 Month SOFR, rate disclosed as of April 30, 2023.

SOFR03M — 3 Month SOFR, rate disclosed as of April 30, 2023.

TSFR — Term SOFR

TSFR1M — 1 month Term SOFR, rate disclosed as of April 30, 2023.

TSFR3M — 3 month Term SOFR, rate disclosed as of April 30, 2023.

US0001M — 1 Month US Dollar LIBOR, rate disclosed as of April 30, 2023, based on the last reset date of the security

US0003M — 3 Month US Dollar LIBOR, rate disclosed as of April 30, 2023, based on the last reset date of the security

USSW5 — USD 5 Year Swap Rate, rate disclosed as of April 30, 2023.

LOC Principal and interest payments are guaranteed by a bank letter of credit or other bank credit agreement.

NBGA Principal and interest payments or, under certain circumstances, underlying mortgages are guaranteed by a nonbank guaranteed agreement from the name listed.

See notes to financial statements.

Victory Portfolios III

Statement of Assets and Liabilities
April 30, 2023

(Amounts in Thousands, Except Per Share Amounts)

	Victory Short-Term Bond Fund
Assets:
Investments, at value (Cost $2,504,620)	$	2,410,031	(a)
Foreign currency, at value (Cost $1)		1
Cash		1,349
Deposit with broker for futures contracts		1,771
Receivables:
Interest and dividends		17,445
Capital shares issued		2,757
Investments sold		7,907
From Adviser		37
Prepaid expenses		51
Total Assets		2,441,349
Liabilities:
Payables:
Collateral received on loaned securities		12,223
Distributions		207
Investments purchased		20,746
Capital shares redeemed		4,743
Accrued expenses and other payables:
Investment advisory fees		523
Administration fees		225
Custodian fees		21
Transfer agent fees		227
Compliance fees		2
Trustees' fees		—	(b)
12b-1 fees		2
Other accrued expenses		147
Total Liabilities		39,066
Net Assets:
Capital		2,517,713
Total accumulated earnings/(loss)		(115,430	)
Net Assets	$	2,402,283
Net Assets
Fund Shares	$	828,710
Institutional Shares		1,377,404
Class A		14,974
Class R6		181,195
Total	$	2,402,283
Shares (unlimited number of shares authorized with no par value):
Fund Shares		94,455
Institutional Shares		157,105
Class A		1,707
Class R6		20,642
Total		273,909
Net asset value, offering and redemption price per share: (c)
Fund Shares	$	8.77
Institutional Shares		8.77
Class A		8.77
Class R6		8.78
Maximum Sales Charge — Class A		2.25	%
Maximum offering price
(100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share — Class A	$	8.97

(a) Includes $11,774 thousand of securities on loan.

(b) Rounds to less than $1 thousand.

See notes to financial statements.

Victory Portfolios III

Statements of Operations

(Amounts in Thousands)

	Victory Short-Term Bond Fund
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022
Investment Income:
Dividends	$	498		$	384
Interest		62,373			71,569
Securities lending (net of fees)		100			98
Total Income		62,971			72,051
Expenses:
Investment advisory fees		4,754			7,277
Administration fees — Fund Shares		991			1,474
Administration fees — Institutional Shares		1,042			1,851
Administration fees — Class A		16			22
Administration fees — Class R6		56			30
Sub-Administration fees		22			28
12b-1 fees — Class A		27			37
Custodian fees		98			172
Transfer agent fees — Fund Shares		917			1,270
Transfer agent fees — Institutional Shares		1,042			1,851
Transfer agent fees — Class A		11			15
Transfer agent fees — Class R6		11			6
Trustees' fees		35			50
Compliance fees		18			21
Legal and audit fees		117			65
State registration and filing fees		155			124
Interfund lending fees		1			—
Other expenses		277			353
Recoupment of prior expenses waived/reimbursed by Adviser		—			16
Total Expenses		9,590			14,662
Expenses waived/reimbursed by Adviser		(76	)		(19	)
Net Expenses		9,514			14,643
Net Investment Income (Loss)		53,457			57,408
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities and foreign currency transactions		(10,980	)		2,403
Net realized gains (losses) from futures contracts		—			(335	)
Net change in unrealized appreciation/depreciation on investment securities and foreign currency translations		(2,650	)		(149,119	)
Net change in unrealized appreciation/depreciation on futures contracts		—			(58	)
Net realized/unrealized gains (losses) on investments		(13,630	)		(147,109	)
Change in net assets resulting from operations	$	39,827		$	(89,701	)

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

See notes to financial statements.

Victory Portfolios III

Statements of Changes in Net Assets

(Amounts in Thousands)

	Victory Short-Term Bond Fund
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021
From Investments:
Operations:
Net Investment Income (Loss)	$	53,457		$	57,408		$	72,387
Net realized gains (losses)		(10,980	)		2,068			13,010
Net change in unrealized appreciation/ depreciation		(2,650	)		(149,177	)		18,274
Change in net assets resulting from operations		39,827			(89,701	)		103,671
Distributions to Shareholders:
Fund Shares		(19,836	)		(25,749	)		(29,772	)
Institutional Shares		(32,213	)		(49,351	)		(54,924	)
Class A		(304	)		(355	)		(289	)
Class R6		(3,702	)		(1,535	)		(261	)
Change in net assets resulting from distributions to shareholders		(56,055	)		(76,990	)		(85,246	)
Change in net assets resulting from capital transactions		(316,871	)		(161,391	)		207,249
Change in net assets		(333,099	)		(328,082	)		225,674
Net Assets:
Beginning of period		2,735,382			3,063,464			2,837,790
End of period	$	2,402,283		$	2,735,382		$	3,063,464

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Statements of Changes in Net Assets

(Amounts in Thousands) (continued)

	Victory Short-Term Bond Fund
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021
Capital Transactions:
Fund Shares
Proceeds from shares issued	$	123,726		$	199,454		$	170,607
Distributions reinvested		19,386			25,206			29,052
Cost of shares redeemed		(236,422	)		(254,707	)		(231,904	)
Total Fund Shares	$	(93,310	)	$	(30,047	)	$	(32,245	)
Institutional Shares
Proceeds from shares issued	$	471,969		$	585,031		$	451,265
Distributions reinvested		31,171			48,501			54,444
Cost of shares redeemed		(796,926	)		(867,535	)		(275,046	)
Total Institutional Shares	$	(293,786	)	$	(234,003	)	$	230,663
Class A
Proceeds from shares issued	$	4,731		$	9,789		$	9,052
Distributions reinvested		283			324			162
Cost of shares redeemed		(5,433	)		(5,790	)		(8,489	)
Total Class A	$	(419	)	$	4,323		$	725
Class R6
Proceeds from shares issued	$	125,288		$	128,820		$	14,200
Distributions reinvested		3,702			1,535			145
Cost of shares redeemed		(58,346	)		(32,019	)		(6,239	)
Total Class R6	$	70,644		$	98,336		$	8,106
Change in net assets resulting from capital transactions	$	(316,871	)	$	(161,391	)	$	207,249
Share Transactions:
Fund Shares
Issued		14,160			21,926			18,265
Reinvested		2,219			2,769			3,111
Redeemed		(27,036	)		(28,109	)		(24,827	)
Total Fund Shares		(10,657	)		(3,414	)		(3,451	)
Institutional Shares
Issued		54,022			63,496			48,331
Reinvested		3,571			5,329			5,833
Redeemed		(91,123	)		(94,288	)		(29,468	)
Total Institutional Shares		(33,530	)		(25,463	)		24,696
Class A
Issued		541			1,078			969
Reinvested		32			36			17
Redeemed		(621	)		(645	)		(909	)
Total Class A		(48	)		469			77
Class R6
Issued		14,319			14,258			1,519
Reinvested		423			171			15
Redeemed		(6,669	)		(3,581	)		(668	)
Total Class R6		8,073			10,848			866
Change in Shares		(36,162	)		(17,560	)		22,188

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

See notes to financial statements.

Victory Portfolios III

Financial Highlights

For a Share Outstanding Throughout Each Period

	Victory Short-Term Bond Fund
	Fund Shares
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021			Year Ended July 31, 2020			Year Ended July 31, 2019			Year Ended July 31, 2018
Net Asset Value, Beginning of Period	$	8.82		$	9.35		$	9.29		$	9.21		$	9.06		$	9.21
Investment Activities:
Net investment income (loss)		0.19	(b)		0.17	(b)		0.23	(b)		0.26	(b)		0.24			0.20
Net realized and unrealized gains (losses)		(0.04	)		(0.46	)		0.10			0.08			0.15			(0.15	)
Total from Investment Activities		0.15			(0.29	)		0.33			0.34			0.39			0.05
Distributions to Shareholders from:
Net investment income		(0.20	)		(0.19	)		(0.23	)		(0.26	)		(0.24	)		(0.20	)
Net realized gains		—			(0.05	)		(0.04	)		—	(c)		—	(c)		—	(c)
Total Distributions		(0.20	)		(0.24	)		(0.27	)		(0.26	)		(0.24	)		(0.20	)
Net Asset Value, End of Period	$	8.77		$	8.82		$	9.35		$	9.29		$	9.21		$	9.06
Total Return (d) (e)		1.70	%		(3.18	)%		3.60	%		3.79	%		4.43	%		0.54	%
Ratios to Average Net Assets:
Net Expenses (f) (g) (h) (i)		0.59	%		0.56	%		0.54	%		0.52	%		0.57	%		0.59	%
Net Investment Income (Loss) (f)		2.86	%		1.92	%		2.44	%		2.82	%		2.68	%		2.18	%
Gross Expenses (f) (g)		0.59	%		0.56	%		0.54	%		0.52	%		0.57	%		0.59	%
Supplemental Data:
Net Assets at end of period (000's)	$	828,710		$	927,583		$	1,015,085		$	1,040,688		$	1,167,973		$	1,188,259
Portfolio Turnover (d) (j)		32	%		49	%		62	%		66	%		48	%		39	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(d) Not annualized for periods less than one year.

(f) Annualized for periods less than one year.

(g) Does not include acquired fund fees and expenses, if any.

(h) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through November 30, 2023, instead of coinciding with the Fund's fiscal year end.

(j) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Victory Short-Term Bond Fund
	Institutional Shares
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021			Year Ended July 31, 2020			Year Ended July 31, 2019			Year Ended July 31, 2018
Net Asset Value, Beginning of Period	$	8.82		$	9.35		$	9.29		$	9.20		$	9.06		$	9.21
Investment Activities:
Net investment income (loss)		0.19	(b)		0.18	(b)		0.23	(b)		0.27	(b)		0.25			0.21
Net realized and unrealized gains (losses)		(0.04	)		(0.46	)		0.11			0.09			0.14			(0.15	)
Total from Investment Activities		0.15			(0.28	)		0.34			0.36			0.39			0.06
Distributions to Shareholders from:
Net investment income		(0.20	)		(0.20	)		(0.24	)		(0.27	)		(0.25	)		(0.21	)
Net realized gains		—			(0.05	)		(0.04	)		—	(c)		—	(c)		—	(c)
Total Distributions		(0.20	)		(0.25	)		(0.28	)		(0.27	)		(0.25	)		(0.21	)
Net Asset Value, End of Period	$	8.77		$	8.82		$	9.35		$	9.29		$	9.20		$	9.06
Total Return (d) (e)		1.77	%		(3.09	)%		3.68	%		4.01	%		4.42	%		0.65	%
Ratios to Average Net Assets:
Net Expenses (f) (g) (h) (i)		0.50	%		0.48	%		0.46	%		0.42	%		0.47	%		0.48	%
Net Investment Income (Loss) (f)		2.95	%		2.00	%		2.51	%		2.92	%		2.78	%		2.29	%
Gross Expenses (f) (g)		0.50	%		0.48	%		0.46	%		0.42	%		0.47	%		0.48	%
Supplemental Data:
Net Assets at end of period (000's)	$	1,377,404		$	1,681,332		$	2,020,237		$	1,777,916		$	1,822,756		$	2,025,651
Portfolio Turnover (d) (j)		32	%		49	%		62	%		66	%		48	%		39	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(d) Not annualized for periods less than one year.

(f) Annualized for periods less than one year.

(g) Does not include acquired fund fees and expenses, if any.

(h) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through November 30, 2023, instead of coinciding with the Fund's fiscal year end.

(j) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Victory Short-Term Bond Fund
	Class A
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021			Year Ended July 31, 2020			Year Ended July 31, 2019			Year Ended July 31, 2018
Net Asset Value, Beginning of Period	$	8.82		$	9.35		$	9.29		$	9.21		$	9.06		$	9.21
Investment Activities:
Net investment income (loss)		0.18	(b)		0.16	(b)		0.21	(b)		0.24	(b)		0.22			0.18
Net realized and unrealized gains (losses)		(0.04	)		(0.47	)		0.10			0.08			0.15			(0.15	)
Total from Investment Activities		0.14			(0.31	)		0.31			0.32			0.37			0.03
Distributions to Shareholders from:
Net investment income		(0.19	)		(0.17	)		(0.21	)		(0.24	)		(0.22	)		(0.18	)
Net realized gains		—			(0.05	)		(0.04	)		—	(c)		—	(c)		—	(c)
Total Distributions		(0.19	)		(0.22	)		(0.25	)		(0.24	)		(0.22	)		(0.18	)
Net Asset Value, End of Period	$	8.77		$	8.82		$	9.35		$	9.29		$	9.21		$	9.06
Total Return (excludes sales charges) (d) (e)		1.56	%		(3.37	)%		3.38	%		3.58	%		4.17	%		0.38	%
Ratios to Average Net Assets:
Net Expenses (f) (g) (h) (i)		0.77	%		0.76	%		0.74	%		0.73	%		0.82	%		0.74	%
Net Investment Income (Loss) (f)		2.69	%		1.73	%		2.24	%		2.61	%		2.43	%		2.02	%
Gross Expenses (f) (g)		0.90	%		0.89	%		1.03	%		0.74	%		0.82	%		0.74	%
Supplemental Data:
Net Assets at end of period (000's)	$	14,974		$	15,489		$	12,031		$	11,236		$	15,222		$	23,030
Portfolio Turnover (d) (j)		32	%		49	%		62	%		66	%		48	%		39	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(d) Not annualized for periods less than one year.

(f) Annualized for periods less than one year.

(g) Does not include acquired fund fees and expenses, if any.

(h) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through November 30, 2023, instead of coinciding with the Fund's fiscal year end.

(j) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Victory Short-Term Bond Fund
	Class R6
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021			Year Ended July 31, 2020			Year Ended July 31, 2019			Year Ended July 31, 2018
Net Asset Value, Beginning of Period	$	8.83		$	9.36		$	9.30		$	9.21		$	9.07		$	9.21
Investment Activities:
Net investment income (loss)		0.21	(b)		0.20	(b)		0.23	(b)		0.27	(b)		0.26			0.22
Net realized and unrealized gains (losses)		(0.05	)		(0.47	)		0.11			0.09			0.14			(0.14	)
Total from Investment Activities		0.16			(0.27	)		0.34			0.36			0.40			0.08
Distributions to Shareholders from:
Net investment income		(0.21	)		(0.21	)		(0.24	)		(0.27	)		(0.26	)		(0.22	)
Net realized gains		—			(0.05	)		(0.04	)		—	(c)		—	(c)		—	(c)
Total Distributions		(0.21	)		(0.26	)		(0.28	)		(0.27	)		(0.26	)		(0.22	)
Net Asset Value, End of Period	$	8.78		$	8.83		$	9.36		$	9.30		$	9.21		$	9.07
Total Return (d) (e)		1.89	%		(2.98	)%		3.71	%		4.04	%		4.50	%		0.85	%
Ratios to Average Net Assets:
Net Expenses (f) (g) (h) (i)		0.34	%		0.36	%		0.42	%		0.39	%		0.39	%		0.39	%
Net Investment Income (Loss) (f)		3.18	%		2.20	%		2.50	%		2.96	%		2.86	%		2.38	%
Gross Expenses (f) (g)		0.34	%		0.36	%		0.49	%		0.45	%		0.71	%		0.67	%
Supplemental Data:
Net Assets at end of period (000's)	$	181,195		$	110,978		$	16,111		$	7,950		$	5,456		$	5,142
Portfolio Turnover (d) (j)		32	%		49	%		62	%		66	%		48	%		39	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(d) Not annualized for periods less than one year.

(f) Annualized for periods less than one year.

(g) Does not include acquired fund fees and expenses, if any.

(h) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through November 30, 2023, instead of coinciding with the Fund's fiscal year end.

(j) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

See notes to financial statements.

Victory Portfolios III

Notes to Financial Statements
April 30, 2023

1. Organization:

The accompanying financial statements are those of the Victory Short-Term Bond Fund (formerly USAA Short-Term Bond Fund) (the "Fund"). The Fund offers four classes of shares: Fund Shares, Institutional Shares, Class A, and Class R6. The Fund is classified as diversified under the 1940 Act.

2. Significant Accounting Policies:

Investment Valuation:

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:

• Level 1 — quoted prices (unadjusted) in active markets for identical securities

• Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, or credit spreads, applicable to those securities, etc.)

• Level 3 — significant unobservable inputs (including the Adviser's assumptions in determining the fair value of investments)

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Investments in open-end investment companies, other than ETFs, are valued at their net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.

	Level 1		Level 2		Level 3		Total
Asset-Backed Securities	$	—	$	723,628	$	—	$	723,628
Collateralized Mortgage Obligations		—		165,130		—		165,130
Preferred Stocks		5,834		—		—		5,834
Senior Secured Loans		—		15,388		—		15,388
Corporate Bonds		—		954,146		—		954,146
Yankee Dollars		—		191,458		—		191,458
Municipal Bonds		—		129,795		—		129,795
U.S. Government Agency Mortgages		—		5,522		—		5,522
U.S. Treasury Obligations		—		63,578		—		63,578
Commercial Paper		—		143,329		—		143,329
Collateral for Securities Loaned		12,223		—		—		12,223
Total	$	18,057	$	2,391,974	$	—	$	2,410,031

As of April 30, 2023, there were no transfers into/out of Level 3.

Real Estate Investment Trusts ("REITs"):

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Investment Companies:

Open-End Funds:

Securities Purchased on a Delayed-Delivery or When-Issued Basis:

The Fund may purchase securities on a delayed-delivery or when-issued basis. Delivery and payment for securities that have been purchased by the Fund on a delayed-delivery or when-issued basis, or for delayed draws on loans can generally take place within 35 days after the trade date. Securities that require more than 35 days to settle are considered a senior security and subject to Rule 18f-4. At the time the Fund makes the commitment to purchase a security on a delayed-delivery or when-issued basis, the Fund records the transaction and reflects the value of the security in determining NAV. No interest accrues to the Fund until the transaction settles and payment takes place. If the Fund owns delayed-delivery or when-issued securities, these values are included in Payables for Investments purchased on the accompanying Statement of Assets and Liabilities.

Municipal Obligations:

Mortgage- and Asset-Backed Securities:

Leveraged Loans:

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Below-Investment-Grade Securities:

Derivative Instruments:

Futures Contracts:

During the year ended July 31, 2022, the Fund entered into futures contracts primarily for the strategy of hedging or other purposes, including but not limited to, providing liquidity and equitizing cash.

Summary of Derivative Instruments:

The following table presents the effect of derivative instruments on the Statements of Operations, categorized by risk exposure, for the year ended July 31, 2022 (amounts in thousands):

	Net Realized Gains (Losses) on Derivatives Recognized as a Result of Operations			Net Change in Unrealized Appreciation/Depreciation on Derivatives Recognized as a Result of Operations
	Net Realized Gains (Losses) from Futures Contracts			Net Change in Unrealized Appreciation/Depreciation on Futures Contracts
Interest Rate Risk Exposure	$	(335	)	$	(58	)

There were no open derivative positions during the nine months ended April 30, 2023, and the Fund did not have significant derivative activity during the year ended July 31, 2022.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Investment Transactions and Related Income:

Securities Lending:

The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or repledged, except to satisfy borrower default.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of April 30, 2023.

Value of Securities on Loan				Non-Cash Collateral				Cash Collateral
$	11,774			$	—			$	12,223

Foreign Currency Translations:

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

translated into U.S. dollars at the exchange rates on the date of the transactions. The Fund does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations, if any, are disclosed as Net change in unrealized appreciation/depreciation on investment securities and foreign currency translations on the Statements of Operations. Any realized gains or losses from these fluctuations, if any, are disclosed as Net realized gains (losses) from investment securities and foreign currency transactions on the Statements of Operations.

Federal Income Taxes:

The Fund intends to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund had a tax year end of July 31, and effective April 30, 2023, the Fund changed its tax year end to April 30.

Allocations:

Cross-Trade Transactions:

Pursuant to Rule 17a-7 under the 1940 Act, the Fund may engage in cross-trades, which are securities transactions with affiliated investment companies and advisory accounts managed by the Adviser and any applicable sub-adviser under specified conditions outlined in the valuation policies and procedures adopted by the Board. In addition, as defined under the valuation policies and procedures, each transaction must be effected at the independent current market price. For the nine months ended April 30, 2023, the Fund engaged in the following securities transactions with affiliated funds, which resulted in the following net realized gains (losses) (amounts in thousands):

Purchases				Sales				Net Realized Gains (Losses)
$	4,950			$	—			$	—

For the year ended July 31, 2022, the Fund engaged in the following securities transactions with affiliated funds, which resulted in the following net realized gains (losses) (amounts in thousands):

Purchases				Sales				Net Realized Gains (Losses)
$	7,076			$	2,000			$	—

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the nine months ended April 30, 2023, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities				U.S. Government Securities
Purchases		Sales		Purchases		Sales
$	676,461	$	835,906	$	46,598	$	10,608

4. Affiliated Fund Ownership:

Affiliated Victory Portfolios III Mutual Funds	Ownership %
Victory Cornerstone Conservative Fund		0.3
Victory Target Retirement Income Fund		4.4
Victory Target Retirement 2030 Fund		2.6
Victory Target Retirement 2040 Fund		1.0
Victory Target Retirement 2050 Fund		0.0	*
Victory Target Retirement 2060 Fund		0.0	*

* Amount is less than 0.05%.

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.20% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Investment advisory fees.

The performance adjustment for each share class is accrued daily and calculated monthly by comparing the respective class' performance to that of the Lipper Short Investment Grade Debt Funds Index. The Lipper Short Investment Grade Debt Funds Index tracks the total return performance of the largest funds within the Lipper Short Investment Grade Debt Funds category.

The performance period for each share class consists of the current month plus the previous 35 months. The following table is utilized to determine the extent of the performance adjustment:

Over/Under Performance Relative to Index (in basis points)^(a)		Annual Adjustment Rate (in basis points)
	+/- 20 to 50		+/- 4
	+/- 51 to 100		+/- 5
	+/- 101 and greater		+/- 6

(a) Based on the difference between the average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Under the performance fee arrangement, each class pays a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper Short Investment Grade Debt Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period August 1, 2022, to April 30, 2023, performance adjustments were $385, $697, $5, and $18 for Fund Shares, Institutional Shares, Class A, and Class R6, in thousands, respectively. Performance adjustments were 0.06%, 0.07%, 0.04%, and 0.02% for Fund Shares, Institutional Shares, Class A, and Class R6, respectively. For the period August 1, 2021, to July 31, 2022, performance adjustments were $521, $928, $5, and $7 for Fund Shares, Institutional Shares, Class A, and Class R6, in thousands, respectively. Performance adjustments were 0.05%, 0.05%, 0.03%, and 0.01% for Fund Shares, Institutional Shares, Class A and Class R6, respectively. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019, permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the nine months ended April 30, 2023, and the year ended July 31, 2022, the Fund had no subadvisers.

Administration and Servicing Fees:

VCM also serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15%, 0.10%, 0.15% and 0.05%, which is based on the Fund's average daily net assets of the Fund Shares, Institutional Shares, Class A, and Class R6, respectively. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Administration fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Fund reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Sub-Administration fees.

The Fund (as part of the Trust) has entered into an agreement with the Adviser to provide compliance services, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration, and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. The funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Compliance fees.

Transfer Agency Fees:

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent fees for Institutional Shares, Class A, and Class R6, are paid monthly based on a fee accrued daily at an annualized rate of 0.10%, 0.10% and 0.01%, respectively, of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Transfer agent fees.

Distributor/Underwriting Services:

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% of the average daily net assets of Class A shares. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activity primarily intended to result in the sale of Class A. Amounts incurred and paid to the Distributor for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions in connection with sales of Class A shares. For the nine months ended April 30, 2023, the Distributor received less than $1 thousand and for the year ended July 31, 2022, the Distributor received $3 thousand from commissions earned in connection with sales of Class A.

Other Fees:

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least November 30, 2023. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limits for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Performance adjustments, acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of April 30, 2023, the expense limits (excluding voluntary waivers) were 0.53%, 0.43%, 0.73%, and 0.39% for Fund Shares, Institutional Shares, Class A, and Class R6, respectively.

Expires 2024				Expires 2025				Expires 2026				Total
$	31			$	19			$	76			$	126

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

As of July 31, 2022, the following amounts were available to be repaid to the Adviser (amounts in thousands).

Expires 2023				Expires 2024				Expires 2025				Total
$	2			$	31			$	19			$	52

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the nine months ended April 30, 2023, and the year ended July 31, 2022.

6. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, terrorism, trade disputes, inflation rates, interest rate levels and other fiscal and monetary policy changes, cybersecurity incidents, pandemics and other public health crises, sanctions against a particular foreign country, its nationals, businesses or industries and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, or other catastrophes, may add to instability in global economies and markets generally, and may lead to increased market volatility. Global economies and financial markets are highly interconnected, which increases the possibility that conditions in one country or region might adversely affect issuers in another country or region. The impact of these and other factors may be short-term or may last for extended periods.

7. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the nine months ended April 30, 2023, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from August 1, 2021, through June 27, 2022, interest was based on the one-month LIBOR plus one percent. For the period June 28, 2022, through April 30, 2023, interest was based on the one-month SOFR plus 1.10 percent. The Fund did not experience a material financial impact transitioning from LIBOR to SOFR. Effective with the next amendment on June 27, 2023, the annual commitment fee of 0.15% will remain unchanged. Interest charged to the Fund during the period, if applicable, is reflected on the Statements of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the nine months ended April 30, 2023, and the year ended July 31, 2022.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Interfund Lending:

The Trust and the Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other fund in the Victory Funds Complex that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending.

The average borrowing or lending for the days outstanding and average interest rate for the Fund during the nine months ended April 30, 2023, were as follows (amounts in thousands):

Borrower or Lender				Amount Outstanding at April 30, 2023				Average Borrowing*				Average Interest Rate*				Maximum Borrowing During the Period
Borrower				$	—			$	1,323				5.34	%		$	1,323

* Based on the number of days borrowings were outstanding for the nine months ended April 30, 2023.

The Fund did not utilize or participate in the Facility during the year ended July 31, 2022.

8. Federal Income Tax Information:

The amounts of dividends from net investment income and distributions from net realized gains (collectively, distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

As of April 30, 2023, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.

Nine Months Ended April 30, 2023
Distributions Paid From
Ordinary Income		Total Distributions Paid
$	56,055	$	56,055

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Year Ended July 31, 2022						Year Ended July 31, 2021
Distributions Paid From						Distributions Paid From
Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid		Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid
$	60,127	$	16,863	$	76,990	$	80,403	$	4,843	$	85,246

As of April 30, 2023, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed Ordinary Income				Other Earnings (Loss)				Distributions Payable				Accumulated Earnings				Accumulated Capital and Other Losses				Unrealized Appreciation (Depreciation)*				Total Accumulated Earnings (Loss)
$	3,936			$	56			$	(207	)		$	3,785			$	(21,048	)		$	(98,167	)		$	(115,430	)

* The difference between the book-basis and tax-basis of unrealized appreciation (depreciation) is attributable to the tax deferral of losses on wash sales, callable bonds amortization, hybrid accruals on interest purchased, perpetual bonds and as of trades.

Short-Term Amount				Long-Term Amount				Total
$	5,444			$	15,604			$	21,048

Cost of Investments for Federal Tax Purposes				Gross Unrealized Appreciation				Gross Unrealized Depreciation				Net Unrealized Appreciation (Depreciation)
$	2,508,198			$	6,202			$	(104,369	)		$	(98,167	)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of Victory Short-Term Bond Fund (Formerly USAA Short-Term Bond Fund)

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Victory Short-Term Bond Fund (formerly USAA Short-Term Bond Fund) (the "Fund") (one of the funds constituting Victory Portfolios III (formerly USAA Mutual Funds Trust) (the "Trust")), including the schedule of portfolio investments as of April 30, 2023, and the related statements of operations for the period from August 1, 2022 through April 30, 2023 and the year ended July 31, 2022, the statements of changes in net assets for the period from August 1, 2022 through April 30, 2023 and each of the two years in the period ended July 31, 2022, the financial highlights for the period from August 1, 2022 through April 30, 2023 and each of the five years in the period ended July 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting Victory Portfolios III) at April 30, 2023, the results of its operations for the period from August 1, 2022 through April 30, 2023 and the year ended July 31, 2022, the changes in its net assets for the period from August 1, 2022 through April 30, 2023 and each of the two years in the period ended July 31, 2022, and its financial highlights for the period from August 1, 2022 through April 30, 2023 and each of the five years in the period ended July 31, 2022, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2023, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
June 28, 2023

Victory Portfolios III

Supplemental Information
April 30, 2023

(Unaudited)

Trustee and Officer Information

Board of Trustees:

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Independent Trustees

Jefferson C. Boyce
(September 1957)

Independent Chair

Trustee since September 2013, Independent Chair since January 2021

Retired.

Westhab, Inc., New York Theological Seminary, American Filtration Corp.

Dawn M. Hawley
(February 1954)

Trustee

Trustee since April 2014

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Daniel S. McNamara
(June 1966)

Trustee

Trustee since January 2012

None

Paul L. McNamara
(July 1948)

Trustee

Trustee since January 2012

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Richard Y. Newton, III (January 1956)

Trustee

Trustee since March 2017

Terran Orbital Corp., American Made Filtration Corp.

Barbara B. Ostdiek, Ph.D.
(March 1964)

Trustee

Trustee since January 2008

None

John C. Walters
(February 1962)

Trustee

Trustee since July 2019

Retired.

Guardian Variable Products Trust (16 series)

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Fund

Term of
Office and
Length of
Time Served

Principal Occupation(s) Held
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Interested Trustee

David C. Brown
(May 1972)

Trustee

Trustee since July 2019

45 portfolios within the Trust; 40 portfolios within the Victory Portfolios, 25 series within the Victory Portfolios II, and 6 series within the Victory Variable Insurance Funds

None

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.

Victory Portfolios III

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April 30, 2023

(Unaudited)

Officers of the Trust

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

James K. De Vries
(April 1969)

President

March 2018*

Scott Stahorsky
(July 1969)

Vice President

July 2019

Thomas Dusenberry
(July 1977)

Secretary

June 2022

Allan Shaer,
(March 1965)

Treasurer

July 2019*

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

Christopher Ponte,
(March 1984)

Assistant Treasurer

May 2023

Carol D. Trevino
(October 1965)

Assistant Treasurer

September
2018

Director, Financial Reporting, Fund Administration (5/1/23-present); Director, Accounting and Finance, the Adviser (7/1/19-4/30/23); Accounting/Financial Director, USAA (12/13-6/30/19). Ms. Trevino also serves as Assistant Treasurer of Victory Portfolios, Victory Portfolios II, and Victory Variable Insurance Funds (2/28/23-present).

Charles Booth
(April 1960)

Anti-Money Laundering Compliance Officer and Identity Theft Officer

July 2019

Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (2007-present).

Sean Fox
(September 1976)

Chief Compliance Officer

June 2022

* Effective May 1, 2023, Mr. De Vries resigned as Treasurer and accepted the position of President, and Mr. Shaer resigned as Assistant Treasurer and accepted the position of Treasurer.

Effective May 1, 2023, Christopher Dyer resigned as the President of the Trust.

Victory Portfolios III

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April 30, 2023

(Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent 12 months ended June 30 is available on the SEC's website at sec.gov.

Availability of Schedules of Portfolio Investments:

Expense Examples

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from November 1, 2022, through April 30, 2023.

	Beginning Account Value 11/1/22		Actual Ending Account Value 4/30/23		Hypothetical Ending Account Value 4/30/23		Actual Expenses Paid During Period 11/1/22- 4/30/23*		Hypothetical Expenses Paid During Period 11/1/22- 4/30/23*		Annualized Expense Ratio During Period 11/1/22- 4/30/23
Fund Shares	$	1,000.00	$	1,030.60	$	1,021.87	$	2.97	$	2.96		0.59	%
Institutional Shares		1,000.00		1,031.10		1,022.32		2.52		2.51		0.50	%
Class A		1,000.00		1,029.70		1,020.98		3.88		3.86		0.77	%
Class R6		1,000.00		1,031.80		1,023.11		1.71		1.71		0.34	%

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

Victory Short-Term Bond Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of Victory Portfolios III Trust (the "Trust") held on December 8-9, 2022, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 8-9, 2022 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 21, 2022.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

Advisory Agreement

Victory Portfolios III

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April 30, 2023

(Unaudited)

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management program, (iv) derivatives risk management program, and (v) cybersecurity programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's net management fee rate — which includes advisory and administrative services and the effects of any performance adjustment, as well as any fee waivers and reimbursements — was below the median of its expense group and its expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were below the median of its expense group and its expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board also considered the effect of the change in size, if any, of each of the Fund's classes on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than some expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and its affiliates and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Liquidity Risk Management Program:

The Victory Portfolio III Funds (the "Trust") have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage the Fund's liquidity risk, taking into consideration the Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short- and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The Trust's Board of Trustees approved the appointment of the Fund's investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.

At a meeting held on March 10, 2023, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-RN (prior to August 2022, Form N-LIQUID) and recommended no material changes to the LRMP.

Privacy Policy

Protecting the Privacy of Information

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic, and procedural safeguards to guard your personal information.*

P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our website at:				Call
vcm.com				(800) 235-8396

23425-0723

April 30, 2023

Annual Report

Victory Core Plus Intermediate Bond Fund

(Formerly USAA^® Intermediate-Term Bond Fund)

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Victory Portfolios III

TABLE OF CONTENTS

Shareholder Letter (Unaudited)					2
Manager's Commentary (Unaudited)					4
Investment Overview (Unaudited)					6
Investment Objective & Portfolio Holdings (Unaudited)					7
Schedule of Portfolio Investments					8
Financial Statements
Statement of Assets and Liabilities					38
Statements of Operations					39
Statements of Changes in Net Assets					40
Financial Highlights					42
Notes to Financial Statements					47
Report of Independent Registered Public Accounting Firm					61
Supplemental Information (Unaudited)					62
Trustee and Officer Information					62
Proxy Voting and Portfolio Holdings Information					68
Expense Examples					68
Additional Federal Income Tax Information					69
Advisory Contract Approval					70
Liquidity Risk Management Program					73
Privacy Policy (inside back cover)

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

For more specific information, please consult your tax adviser.

• NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE

(Unaudited)

Dear Shareholder,

If you are reading this letter but double-checking your calendar, be assured there's no mistake. The annual reporting period for your Victory Mutual Fund (formerly USAA^® Mutual Fund) has shifted from a fiscal year ended July 31^st to a fiscal year ended April 30^th. This change has no impact on any of your investments and simply aims to help us improve efficiencies and reduce operational costs. Therefore, this letter covers an abbreviated "annual" period from August 1, 2022, through April 30, 2023. Future annual reports will cover the 12-month period ended April 30 going forward.

From all of us here at Victory Capital, thank you for your ongoing confidence and for letting us help you work toward your investment goals.

James De Vries

President,
Victory Funds

Victory Core Plus Intermediate Bond Fund

Managers' Commentary
(Unaudited)

• What were the market conditions during the reporting period?

• How did the Victory Core Plus Intermediate Bond Fund (the "Fund") perform during the reporting period?

The Fund has five share classes: Fund Shares, Institutional Shares, Class A, Class C, and Class R6. The Fund's fiscal year-end changed this year to April 30 from July 31, resulting in a shorter reporting period for fiscal year ended 2023. For the nine-month reporting period ended April 30, 2023, the Fund Shares, Institutional Shares, Class A, Class C, and Class R6 had total returns (at net asset value) of -0.05%, -0.10%, -0.24%, -0.82%, and 0.03%, respectively. This compares to returns of -1.89% for the Bloomberg U.S. Aggregate Bond Index (the "Index") and -1.29% for the Lipper Core Plus Bond Fund Index.

Victory Core Plus Intermediate Bond Fund

Managers' Commentary (continued)

• What strategies did you employ during the reporting period?

The Fund earned a negative total return during the reporting period but outperformed the Index, which also had negative returns during the reporting period. The negative total returns for both the Fund and the Index were primarily driven by increases in long duration interest rates during the first few months of the reporting period. Despite the increase in Treasury rates, changes in the yield curve helped relative performance, as the fund is focused on an overweight allocation to the belly of the curve and underweight longer duration relative to the Index. An overweight allocation to asset-backed securities, collateralized loan obligations, and corporate credit aided performance, as did the fund's underweight allocation to residential mortgage-backed securities. Reflecting the portfolio's diversification, the Fund's results were spread among a variety of sectors. Within corporate bonds, the Fund benefited from investments in airlines, leisure, insurance, health care, and technology. Certain other market segments weighed on relative performance, these included commercial mortgage-backed securities, communication services and Treasuries. From a credit risk perspective, BBBs, single As, and high quality high yield (BBs) provided the most outperformance, while AAAs underperformed the Index. We continued to adhere to our disciplined investment approach, which seeks to maintain an attractive yield with an acceptable level of risk.

Thank you for allowing us to assist you with your investment needs.

Victory Core Plus Intermediate Bond Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended April 30, 2023

Fund
Shares

Institutional
Shares

Class A

Class C

Class
R6

INCEPTION DATE

8/2/99

8/1/08

8/2/10

6/29/20

12/1/16

Net Asset
Value

Maximum
Offering
Price

Net Asset
Value

Contingent
Deferred
Charges

Net Asset
Value

Bloomberg
U.S.
Aggregate
Bond Index¹

Lipper Core
Plus Bond
Funds
Index²

One Year

0.18

0.25

–0.08

–2.32

–0.71

–1.68

0.42

–0.43

–0.90

Five Year

2.42

2.48

2.17

1.70

N/A

2.65

1.18

1.51

Ten Year

2.43

2.50

2.16

1.92

N/A

1.32

1.67

Since Inception

N/A

–1.95

2.87

N/A

The maximum offering price figures reflect a maximum sales charge of 2.25% for Class A. Class C is not subject to an initial sales charge, but is subject to a deferred sales charge of 1.00% on shares redeemed within one year of purchase. Net Asset Value does not reflect sales charges. Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower.

Victory Core Plus Intermediate Bond Fund — Growth of $10,000

²The unmanaged Lipper Core Plus Bond Funds Index measures performance of funds primarily invested in domestic investment-grade debt issues (rated in the top four grades), with any remaining investment in non-benchmark sectors such as high-yield, global and emerging market, and with dollar-weighted average maturities of five to ten years. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Victory Portfolios III
Victory Core Plus Intermediate Bond Fund

April 30, 2023

(Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks high current income without undue risk to principal.

Asset Allocation*:

April 30, 2023

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Victory Portfolios III
Victory Core Plus Intermediate Bond Fund

Schedule of Portfolio Investments
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Asset-Backed Securities (17.4%)
Aligned Data Centers Issuer LLC, Series 2021-1A, Class A2, 1.94%, 8/15/46, Callable 8/15/24 @ 100 (a)	$	3,000	$	2,655
Aligned Data Centers Issuer LLC, Series 2021-1A, Class B, 2.48%, 8/15/46, Callable 8/15/24 @ 100 (a)		1,500		1,330
American Credit Acceptance Receivables Trust, Series 2019-3, Class D, 2.89%, 9/12/25, Callable 8/12/23 @ 100 (a)		159		159
AMSR Trust, Series 2021-SFR1, Class D, 2.60%, 6/17/38 (a)		1,500		1,227
AMSR Trust, Series 2021-SFR1, Class C, 2.35%, 6/17/38 (a)		1,800		1,489
Amur Equipment Finance Receivables IX LLC, Series 2021-1A, Class C, 1.75%, 6/21/27, Callable 11/20/24 @ 100 (a)		1,700		1,585
Amur Equipment Finance Receivables X LLC, Series 2022-1A, Class B, 2.20%, 1/20/28, Callable 9/20/25 @ 100 (a)		1,216		1,118
Amur Equipment Finance Receivables XI LLC, Series 2022-2A, Class A2, 5.30%, 6/21/28, Callable 6/20/26 @ 100 (a)		485		481
ARI Fleet Lease Trust, Series 2022-A, Class C, 4.17%, 1/15/31, Callable 2/15/25 @ 100 (a)		2,200		2,099
ARI Fleet Lease Trust, Series 2020-A, Class B, 2.06%, 11/15/28, Callable 6/15/23 @ 100 (a)		1,470		1,464
ARI Fleet Lease Trust, Series 2022-A, Class A3, 3.43%, 1/15/31, Callable 2/15/25 @ 100 (a)		2,476		2,394
ARI Fleet Lease Trust, Series 2022-A, Class B, 3.79%, 1/15/31, Callable 2/15/25 @ 100 (a)		1,517		1,448
Atalaya Equipment Leasing Trust, Series 2021-1A, Class A2, 1.23%, 5/15/26, Callable 10/15/24 @ 100 (a)		548		535
Avis Budget Rental Car Funding AESOP LLC, Series 2023-3A, Class C, 7.05%, 2/22/28 (a)		8,750		8,792
Avis Budget Rental Car Funding AESOP LLC, Series 2022-5A, Class B, 7.09%, 4/20/27 (a)		3,250		3,352
Avis Budget Rental Car Funding AESOP LLC, Series 2020-1A, Class B, 2.68%, 8/20/26, Callable 9/20/25 @ 100 (a)		4,000		3,738
Avis Budget Rental Car Funding AESOP LLC, Series 2019-2A, Class B, 3.55%, 9/22/25, Callable 10/20/24 @ 100 (a)		1,400		1,357
Ballyrock CLO Ltd., Series 2020-14A, Class B, 7.55% (LIBOR03M+230bps), 1/20/34, Callable 7/20/23 @ 100 (a) (b)		1,000		962
Bank of The West Auto Trust, Series 2019-1, Class C, 2.90%, 4/15/25, Callable 7/15/23 @ 100 (a)		3,790		3,697
Canadian Pacer Auto Receivables Trust, Series 2021-1A, Class C, 1.46%, 12/20/27, Callable 12/19/24 @ 100 (a)		2,156		1,969
Canadian Pacer Auto Receivables Trust, Series 2020-1A, Class C, 2.49%, 5/19/26, Callable 10/19/23 @ 100 (a)		2,000		1,962
CARDS II Trust, Series 2021-1A, Class C, 1.20%, 4/15/27 (a)		7,750		7,372
CarMax Auto Owner Trust, Series 2023-2, Class B, 5.18%, 11/15/28, Callable 3/15/27 @ 100		3,250		3,275
CarMax Auto Owner Trust, Series 2019-4, Class D, 2.80%, 4/15/26, Callable 11/15/23 @ 100		675		658
CarMax Auto Owner Trust, Series 2019-4, Class C, 2.60%, 9/15/25, Callable 11/15/23 @ 100		5,162		5,052

See notes to financial statements.

Victory Portfolios III
Victory Core Plus Intermediate Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
CarMax Auto Owner Trust, Series 2020-4, Class C, 1.30%, 8/17/26, Callable 10/15/24 @ 100	$	3,450	$	3,219
CarMax Auto Owner Trust, Series 2020-1, Class C, 2.34%, 11/17/25, Callable 2/15/24 @ 100		4,230		4,110
CarMax Auto Owner Trust, Series 2021-3, Class D, 1.50%, 1/18/28, Callable 6/15/25 @ 100		2,760		2,476
CarMax Auto Owner Trust, Series 2021-4, Class D, 1.48%, 3/15/28, Callable 8/15/25 @ 100		2,831		2,484
CarMax Auto Owner Trust, Series 2020-2, Class B, 2.90%, 8/15/25, Callable 4/15/24 @ 100		1,083		1,054
CarMax Auto Owner Trust, Series 2020-3, Class C, 1.69%, 4/15/26, Callable 5/15/24 @ 100		2,500		2,376
CARS-DB5 LP, Series 2021-1A, Class A2, 2.28%, 8/15/51, Callable 8/15/28 @ 100 (a)		2,114		1,685
Carvana Auto Receivables Trust, Series 2020-P1, Class C, 1.32%, 11/9/26, Callable 10/8/25 @ 100		551		489
Carvana Auto Receivables Trust, Series 2021-P2, Class C, 1.60%, 6/10/27, Callable 10/10/26 @ 100		10,000		8,793
Carvana Auto Receivables Trust, Series 2021-N4, Class D, 2.30%, 9/11/28, Callable 9/10/26 @ 100		876		802
Carvana Auto Receivables Trust, Series 2021-N1, Class D, 1.50%, 1/10/28, Callable 9/10/25 @ 100		1,278		1,225
Carvana Auto Receivables Trust, Series 2021-N2, Class D, 1.27%, 3/10/28, Callable 4/10/26 @ 100		3,053		2,918
CCG Receivables Trust, Series 2021-2, Class C, 1.50%, 3/14/29, Callable 4/14/25 @ 100 (a)		3,000		2,734
CCG Receivables Trust, Series 2020-1, Class C, 1.84%, 12/14/27, Callable 4/14/24 @ 100 (a)		5,786		5,465
CCG Receivables Trust, Series 2023-1, Class C, 6.28%, 9/16/30, Callable 11/14/25 @ 100 (a)		2,493		2,519
CF Hippolyta LLC, Series 2021-1A, Class B1, 1.98%, 3/15/61, Callable 3/15/24 @ 100 (a)		1,885		1,613
Chesapeake Funding II LLC, Series 2023-1A, Class B, 5.59%, 5/15/35, Callable 12/15/25 @ 100 (a)		826		831
Chesapeake Funding II LLC, Series 2023-1A, Class C, 6.07%, 5/15/35, Callable 12/15/25 @ 100 (a)		936		942
Chesapeake Funding II LLC, Series 2023-1A, Class D, 6.69%, 5/15/35, Callable 12/15/25 @ 100 (a)		1,404		1,413
CNH Equipment Trust, Series 2020-A, Class B, 2.30%, 10/15/27, Callable 4/15/24 @ 100		1,100		1,065
Conn's Receivables Funding LLC, Series 2022-A, Class A, 5.87%, 12/15/26, Callable 6/15/24 @ 100 (a)		354		353
Conn's Receivables Funding LLC, Series 2022-A, Class B, 9.52%, 12/15/26, Callable 6/15/24 @ 100 (a)		2,500		2,496
CPS Auto Receivables Trust, Series 2018-D, Class E, 5.82%, 6/16/25, Callable 5/15/23 @ 100 (a)		1,437		1,437
Credit Acceptance Auto Loan Trust, Series 2021-2A, Class B, 1.26%, 4/15/30, Callable 11/15/24 @ 100 (a)		2,077		1,954
Credit Acceptance Auto Loan Trust, Series 2021-4, Class B, 1.74%, 12/16/30, Callable 4/15/25 @ 100 (a)		720		670

See notes to financial statements.

Victory Portfolios III
Victory Core Plus Intermediate Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
DB Master Finance LLC, Series 2021-1A, Class A2II, 2.49%, 11/20/51, Callable 11/20/25 @ 100 (a)	$	7,685	$	6,576
Dell Equipment Finance Trust, Series 2021-2, Class D, 1.21%, 6/22/27, Callable 4/22/24 @ 100 (a)		1,312		1,243
Dell Equipment Finance Trust, Series 2020-2, Class D, 1.92%, 3/23/26, Callable 6/22/23 @ 100 (a)		2,125		2,112
Dell Equipment Finance Trust, Series 2023-1, Class D, 6.80%, 3/22/29, Callable 10/22/25 @ 100 (a)		2,125		2,139
Dext ABS LLC, Series 2023-1, Class B, 6.55%, 3/15/32, Callable 4/15/27 @ 100 (a)		8,330		8,320
Diamond Infrastructure Funding LLC, Series 2021-1A, Class C, 3.48%, 4/15/49, Callable 9/20/25 @ 100 (a)		3,000		2,408
Diamond Infrastructure Funding LLC, Series 2021-1A, Class B, 2.36%, 4/15/49, Callable 9/20/25 @ 100 (a)		6,000		5,053
Diamond Issuer, Series 2021-1A, Class B, 2.70%, 11/20/51, Callable 11/20/25 @ 100 (a)		4,418		3,727
Diamond Resorts Owner Trust, Series 2021-1A, Class B, 2.05%, 11/21/33, Callable 2/20/25 @ 100 (a)		671		622
Drive Auto Receivables Trust, Series 2020-2, Class C, 2.28%, 8/17/26, Callable 4/15/24 @ 100		497		494
DT Auto Owner Trust, Series 2019-2A, Class E, 4.46%, 5/15/26, Callable 9/15/23 @ 100 (a)		4,680		4,642
DT Auto Owner Trust, Series 2021-3A, Class C, 0.87%, 5/17/27, Callable 7/15/25 @ 100 (a)		1,875		1,782
DT Auto Owner Trust, Series 2020-2A, Class D, 4.73%, 3/16/26, Callable 8/15/24 @ 100 (a)		2,900		2,863
Encina Equipment Finance LLC, Series 2021-1A, Class C, 1.39%, 6/15/27, Callable 2/15/24 @ 100 (a)		1,409		1,347
Encina Equipment Finance LLC, Series 2021-1A, Class D, 1.69%, 11/15/27, Callable 2/15/24 @ 100 (a)		2,562		2,445
Enterprise Fleet Financing LLC, Series 2022-3, Class A3, 4.29%, 7/20/29, Callable 5/20/26 @ 100 (a)		1,125		1,100
Enterprise Fleet Financing LLC, Series 2022-4, Class A3, 5.65%, 10/22/29, Callable 7/20/26 @ 100 (a)		2,750		2,800
Evergreen Credit Card Trust, Series 2023-CRT3, Class B, 6.58%, 2/16/27 (a)		3,918		3,972
Evergreen Credit Card Trust, Series 2022-CRT1, Class B, 5.61%, 7/15/26 (a)		3,000		2,978
Evergreen Credit Card Trust, Series 2022-CRT2, Class C, 7.44%, 11/15/26 (a)		6,600		6,627
Evergreen Credit Card Trust, Series 2023-CRT3, Class C, 7.31%, 2/16/27 (a)		2,178		2,209
Evergreen Credit Card Trust, Series 2021-1, Class B, 1.15%, 10/15/26 (a)		7,500		7,034
Evergreen Credit Card Trust, Series 2021-1, Class C, 1.42%, 10/15/26 (a)		6,300		5,901
Evergreen Credit Card Trust, Series 2022-CRT2, Class B, 6.56%, 11/15/26 (a)		2,750		2,769
Exeter Automobile Receivables Trust, Series 2018-3A, Class F, 6.55%, 8/25/25, Callable 5/15/23 @ 100 (a)		825		825
Exeter Automobile Receivables Trust, Series 2020-3A, Class C, 1.32%, 7/15/25, Callable 12/15/24 @ 100		284		283
Exeter Automobile Receivables Trust, Series 2020-1A, Class E, 3.74%, 1/15/27, Callable 5/15/24 @ 100 (a)		1,000		968
ExteNet LLC, Series 2019-1A, Class A2, 3.20%, 7/26/49, Callable 5/25/23 @ 100 (a)		1,875		1,785
FirstKey Homes Trust, Series 2021-SFR2, Class D, 2.06%, 9/17/38 (a)		4,500		3,913

See notes to financial statements.

Victory Portfolios III
Victory Core Plus Intermediate Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
FirstKey Homes Trust, Series 2021-SFR2, Class C, 1.71%, 9/17/38 (a)	$	6,512	$	5,686
FirstKey Homes Trust, Series 2021-SFR3, Class A, 2.14%, 12/17/38 (a)		2,470		2,218
Flagship Credit Auto Trust, Series 2019-2, Class D, 3.53%, 5/15/25, Callable 9/15/24 @ 100 (a)		2,943		2,897
Flagship Credit Auto Trust, Series 2018-2, Class E, 5.51%, 11/17/25, Callable 5/15/23 @ 100 (a)		550		550
Flagship Credit Auto Trust, Series 2019-4, Class E, 4.11%, 3/15/27, Callable 10/15/24 @ 100 (a)		2,500		2,394
Ford Credit Auto Lease Trust, Series 2023-A, Class C, 5.54%, 12/15/26, Callable 8/15/25 @ 100		1,080		1,072
Ford Credit Auto Owner Trust, Series 2022-1, Class C, 4.67%, 11/15/34, Callable 5/15/27 @ 100 (a)		2,000		1,944
Ford Credit Auto Owner Trust, Series 2021-2, Class C, 2.11%, 5/15/34, Callable 11/15/26 @ 100 (a)		2,250		2,014
Ford Credit Auto Owner Trust, Series 2023-1, Class D, 6.26%, 8/15/35, Callable 2/15/28 @ 100 (a)		10,940		10,975
Ford Credit Auto Owner Trust, Series 2023-1, Class B, 5.29%, 8/15/35, Callable 2/15/28 @ 100 (a)		4,111		4,218
Ford Credit Auto Owner Trust, Series 2021-1, Class D, 2.31%, 10/17/33, Callable 4/15/26 @ 100 (a)		1,650		1,460
Ford Credit Auto Owner Trust, Series 2021-1, Class C, 1.91%, 10/17/33, Callable 4/15/26 @ 100 (a)		1,708		1,547
Ford Credit Auto Owner Trust, Series 2021-2, Class D, 2.60%, 5/15/34, Callable 11/15/26 @ 100 (a)		500		437
Ford Credit Auto Owner Trust, Series 2023-1, Class C, 5.58%, 8/15/35, Callable 2/15/28 @ 100 (a)		10,250		10,345
Foursight Capital Automobile Receivables Trust, Series 2023-1, Class B, 5.35%, 3/15/28, Callable 3/15/25 @ 100 (a)		4,385		4,407
Foursight Capital Automobile Receivables Trust, Series 2021-1, Class C, 1.02%, 9/15/26, Callable 4/15/24 @ 100 (a)		1,325		1,273
FRTKL, Series 2021-SFR1, Class D, 2.17%, 9/17/38 (a)		1,500		1,273
GLS Auto Receivables Issuer Trust, Series 2A, Class C, 4.57%, 4/15/26, Callable 7/15/24 @ 100 (a)		1,250		1,238
GLS Auto Receivables Issuer Trust, Series 2019-2A, Class D, 4.52%, 2/17/26, Callable 11/15/23 @ 100 (a)		10,000		9,896
GLS Auto Receivables Issuer Trust, Series 2020-3A, Class C, 1.92%, 5/15/25, Callable 8/15/24 @ 100 (a)		507		504
GLS Auto Receivables Issuer Trust, Series 2021-3A, Class C, 1.11%, 9/15/26, Callable 5/15/25 @ 100 (a)		2,167		2,066
GLS Auto Receivables Issuer Trust, Series 2020-4A, Class C, 1.14%, 11/17/25, Callable 11/15/24 @ 100 (a)		1,622		1,599
GM Financial Revolving Receivables Trust, Series 2021-1, Class C, 1.67%, 6/12/34, Callable 9/11/26 @ 100 (a)		1,000		857
Golden Credit Card Trust, Series 2021-1A, Class B, 1.44%, 8/15/28 (a)		4,500		3,989
Golden Credit Card Trust, Series 2021-1A, Class A, 1.14%, 8/15/28 (a)		5,000		4,468
Golden Credit Card Trust, Series 2021-1A, Class C, 1.74%, 8/15/28 (a)		2,233		1,989
Golub Capital Partners CLO Ltd., Series 2020-52A, Class A2, 7.05% (LIBOR03M+180bps), 1/20/34, Callable 7/20/23 @ 100 (a) (b)		5,000		4,843
GTE Auto Receivables Trust, Series 2023-1, Class B, 5.39%, 8/15/29, Callable 5/15/27 @ 100 (a)		3,276		3,285

See notes to financial statements.

Victory Portfolios III
Victory Core Plus Intermediate Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
GTE Auto Receivables Trust, Series 2023-1, Class C, 5.88%, 11/15/29, Callable 5/15/27 @ 100 (a)	$	2,457	$	2,464
Hertz Vehicle Financing III LLC, Series 2023-2A, Class C, 7.13%, 9/25/29 (a)		1,075		1,091
Hertz Vehicle Financing III LLC, Series 2023-2A, Class B, 6.49%, 9/25/29 (a)		3,038		3,107
Hertz Vehicle Financing III LLC, Series 2022-1A, Class B, 2.19%, 6/25/26, Callable 6/25/25 @ 100 (a)		1,900		1,761
Hertz Vehicle Financing III LLC, Series 2023-1A, Class C, 6.91%, 6/25/27 (a)		3,739		3,734
Hertz Vehicle Financing III LP, Series 2021-2A, Class C, 2.52%, 12/27/27 (a)		1,833		1,586
Hertz Vehicle Financing LLC, Series 2021-1A, Class C, 2.05%, 12/26/25 (a)		1,667		1,543
Hertz Vehicle Financing LLC, Series 2022-4A, Class A, 3.73%, 9/25/26, Callable 9/25/25 @ 100 (a)		3,000		2,896
Hertz Vehicle Financing LLC, Series 2022-2A, Class C, 2.95%, 6/26/28, Callable 6/25/27 @ 100 (a)		3,500		3,026
Hertz Vehicle Financing LLC, Series 2022-4A, Class B, 4.12%, 9/25/26, Callable 9/25/25 @ 100 (a)		5,000		4,801
Hertz Vehicle Financing LLC, Series 2022-2A, Class A, 2.33%, 6/26/28, Callable 6/25/27 @ 100 (a)		3,750		3,357
Hertz Vehicle Financing LLC, Series 2022-2A, Class B, 2.65%, 6/26/28, Callable 6/25/27 @ 100 (a)		2,480		2,194
HPEFS Equipment Trust, Series 2021-2A, Class D, 1.29%, 3/20/29, Callable 7/20/24 @ 100 (a)		4,531		4,268
HPEFS Equipment Trust, Series 2021-1A, Class D, 1.03%, 3/20/31, Callable 3/20/24 @ 100 (a)		5,180		4,964
JPMorgan Chase Bank NA, Series 2021-2, Class C, 0.97%, 12/26/28, Callable 2/25/25 @ 100 (a)		749		721
JPMorgan Chase Bank NA, Series 2021-3, Class D, 1.01%, 2/26/29, Callable 2/25/25 @ 100 (a)		1,302		1,226
JPMorgan Chase Bank NA, Series 2021-2, Class D, 1.14%, 12/26/28, Callable 2/25/25 @ 100 (a)		381		367
JPMorgan Chase Bank NA, Series 2021-1, Class B, 0.88%, 9/25/28, Callable 3/25/25 @ 100 (a)		936		906
JPMorgan Chase Bank NA, Series 2021-1, Class D, 1.17%, 9/25/28, Callable 3/25/25 @ 100 (a)		1,349		1,305
JPMorgan Chase Bank NA, Series 2020-1, Class D, 1.89%, 1/25/28, Callable 3/25/24 @ 100 (a)		79		79
JPMorgan Chase Bank NA, Series 2020-2, Class B, 0.84%, 2/25/28, Callable 8/25/24 @ 100 (a)		2,877		2,817
JPMorgan Chase Bank NA, Series 2020-2, Class C, 1.14%, 2/25/28, Callable 8/25/24 @ 100 (a)		173		170
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2021-2NU, Class D, 2.15%, 1/5/40 (a)		2,700		2,011
Kubota Credit Owner Trust, Series 2022-1A, Class A3, 2.67%, 10/15/26, Callable 1/15/26 @ 100 (a)		2,000		1,916
LAD Auto Receivables Trust, Series 2023-1A, Class B, 5.59%, 8/16/27, Callable 11/15/26 @ 100 (a)		2,760		2,726
LAD Auto Receivables Trust, Series 2023-1A, Class D, 7.30%, 6/17/30, Callable 11/15/26 @ 100 (a)		2,037		2,026
LAD Auto Receivables Trust, Series 2021-1A, Class B, 1.94%, 11/16/26, Callable 6/15/25 @ 100 (a)		1,750		1,656

See notes to financial statements.

Victory Portfolios III
Victory Core Plus Intermediate Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
LAD Auto Receivables Trust, Series 2021-1A, Class C, 2.35%, 4/15/27, Callable 6/15/25 @ 100 (a)	$	2,500	$	2,272
LAD Auto Receivables Trust, Series 2023-1A, Class C, 6.18%, 12/15/27, Callable 11/15/26 @ 100 (a)		4,600		4,583
Master Credit Card Trust, Series 2021-1A, Class C, 1.06%, 11/21/25 (a)		5,775		5,454
Master Credit Card Trust, Series 2022-2A, Class C, 2.73%, 7/21/28 (a)		1,719		1,542
Master Credit Card Trust II, Series 2023-1A, Class C, 5.87%, 6/21/27 (a)		1,800		1,802
MVW LLC, Series 2021-1WA, Class B, 1.44%, 1/22/41, Callable 8/20/26 @ 100 (a)		657		601
MVW Owner Trust, Series 2018-1A, Class A, 3.45%, 1/21/36, Callable 7/20/24 @ 100 (a)		1,419		1,385
New Economy Assets Phase 1 Sponsor LLC, Series 2021-1, Class B1, 2.41%, 10/20/61, Callable 10/20/24 @ 100 (a)		1,832		1,544
New Economy Assets Phase 1 Sponsor LLC, Series 2021-1, Class A1, 1.91%, 10/20/61, Callable 10/20/24 @ 100 (a)		6,097		5,294
NP SPE II LLC, Series 2019-2A, Class A2, 3.10%, 11/19/49, Callable 5/19/23 @ 100 (a)		3,458		3,121
NP SPE II LLC, Series 2017-1A, Class A2, 4.22%, 10/21/47, Callable 5/20/23 @ 100 (a)		5,875		5,471
NP SPE II LLC, Series 2019-2A, Class C1, 6.44%, 11/19/49, Callable 11/19/23 @ 100 (a)		3,240		2,901
Oscar U.S. Funding XII LLC, Series 1A, Class A4, 1.00%, 4/10/28, Callable 2/10/25 @ 100 (a)		930		864
Oscar US Funding XIV LLC, Series 2022-1A, Class A4, 2.82%, 4/10/29, Callable 3/10/26 @ 100 (a)		2,000		1,875
Pawnee Equipment Receivables LLC, Series 2021-1, Class B, 1.82%, 7/15/27, Callable 8/15/25 @ 100 (a)		1,637		1,509
PenFed Auto Receivables Owner Trust, Series 2022-A, Class D, 5.85%, 6/17/30, Callable 12/15/25 @ 100 (a)		912		894
PenFed Auto Receivables Owner Trust, Series 2022-A, Class A4, 4.18%, 12/15/28, Callable 12/15/25 @ 100 (a)		3,000		2,964
Prestige Auto Receivables Trust, Series 2019-1A, Class D, 3.01%, 8/15/25, Callable 12/15/23 @ 100 (a)		5,750		5,596
Progress Residential, Series 2021-SFR4, Class D, 2.31%, 5/17/38 (a)		2,500		2,221
Progress Residential, Series 2021-SFR4, Class C, 2.04%, 5/17/38 (a)		2,351		2,095
Progress Residential Trust, Series 2021-SFR5, Class D, 2.11%, 7/17/38 (a)		2,000		1,733
Progress Residential Trust, Series 2021-SFR3, Class D, 2.29%, 5/17/26 (a)		2,000		1,755
Progress Residential Trust, Series 2021-SFR6, Class D, 2.23%, 7/17/38, Callable 7/17/26 @ 100 (a)		3,000		2,597
Progress Residential Trust, Series 2021-SFR7, Class B, 1.94%, 8/17/40 (a)		3,250		2,725
Santander Bank Auto Credit-Linked Notes, Series 2022-C, Class D, 8.20%, 12/15/32, Callable 9/15/26 @ 100 (a)		2,438		2,433
Santander Bank Auto Credit-Linked Notes, Series 2022-A, Class B, 5.28%, 5/15/32, Callable 9/15/25 @ 100 (a)		2,583		2,523
Santander Bank Auto Credit-Linked Notes, Series 2022-A, Class C, 7.38%, 5/15/32, Callable 9/15/25 @ 100 (a)		2,870		2,807
Santander Bank Auto Credit-Linked Notes, Series 2022-B, Class C, 5.92%, 8/16/32, Callable 12/15/25 @ 100 (a)		2,871		2,859
Santander Bank Auto Credit-Linked Notes, Series 2022-B, Class D, 6.79%, 8/16/32, Callable 12/15/25 @ 100 (a)		3,717		3,683

See notes to financial statements.

Victory Portfolios III
Victory Core Plus Intermediate Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Santander Bank NA, Series 2021-1A, Class B, 1.83%, 12/15/31, Callable 5/15/25 @ 100 (a)	$	1,379	$	1,323
Santander Consumer Auto Receivables Trust, Series 2020-BA, Class E, 4.13%, 1/15/27, Callable 2/15/25 @ 100 (a)		1,000		970
Santander Consumer Auto Receivables Trust, Series 2020-BA, Class C, 1.29%, 4/15/26, Callable 2/15/25 @ 100 (a)		2,500		2,422
Santander Consumer Auto Receivables Trust, Series 2020-AA, Class D, 5.49%, 4/15/26, Callable 9/15/24 @ 100 (a)		2,000		1,990
Santander Consumer Auto Receivables Trust, Series 2020-BA, Class D, 2.14%, 12/15/26, Callable 2/15/25 @ 100 (a)		5,000		4,790
Santander Drive Auto Receivables Trust, Series 2020-3, Class C, 1.12%, 1/15/26, Callable 6/15/24 @ 100		251		251
Santander Retail Auto Lease Trust, Series 2021-C, Class C, 1.11%, 3/20/26, Callable 6/20/24 @ 100 (a)		1,312		1,244
Santander Retail Auto Lease Trust, Series 2020-B, Class C, 1.18%, 12/20/24, Callable 1/20/24 @ 100 (a)		2,750		2,662
SCF Equipment Leasing LLC, Series 2019-2, Class C, 3.11%, 6/21/27, Callable 11/20/24 @ 100 (a)		6,500		6,150
SCF Equipment Leasing LLC, Series 1A, Class B, 1.37%, 8/20/29, Callable 3/20/24 @ 100 (a)		500		455
SCF Equipment Leasing LLC, Series 2022-2A, Class C, 6.50%, 8/20/32, Callable 8/20/29 @ 100 (a)		2,356		2,283
SCF Equipment Leasing LLC, Series 2022-2A, Class D, 6.50%, 10/20/32, Callable 8/20/29 @ 100 (a)		2,144		1,938
SCF Equipment Leasing LLC, Series 2020-1A, Class B, 2.02%, 3/20/28, Callable 3/20/25 @ 100 (a)		3,823		3,672
SCF Equipment Leasing LLC, Series 2020-1A, Class C, 2.60%, 8/21/28, Callable 3/20/25 @ 100 (a)		3,800		3,526
SLM Student Loan Trust, Series 2003-14, Class B, 5.81% (LIBOR03M+55bps), 10/25/65, Callable 7/25/28 @ 100 (b)		416		378
SLM Student Loan Trust, Series 2012-6, Class B, 6.02% (LIBOR01M+100bps), 4/27/43, Callable 12/25/29 @ 100 (b)		2,500		2,264
Synchrony Card Funding LLC, Series 2022-A1, Class A, 3.37%, 4/15/28, Callable 4/15/25 @ 100		2,200		2,142
Synchrony Credit Card Master Note Trust, Series 2018-2, Class C, 3.87%, 5/15/26		7,583		7,579
Toyota Lease Owner Trust, Series 2023-A, Class A4, 5.05%, 8/20/27, Callable 10/20/25 @ 100 (a)		5,234		5,248
Transportation Finance Equipment Trust, Series 2019-1, Class C, 2.19%, 8/23/24, Callable 5/23/23 @ 100 (a)		1,250		1,248
Tricon Residential Trust, Series 2022-SFR1, Class A, 3.86%, 4/17/39 (a)		1,500		1,422
Tricon Residential Trust, Series 2022-SFR2, Class B, 5.24%, 7/17/40, Callable 7/17/28 @ 100 (a)		1,800		1,787
Trillium Credit Card Trust II, Series 2023-2A, Class C, 6.32%, 3/28/33 (a)		2,702		2,701
Trillium Credit Card Trust II, Series 2021-1A, Class C, 2.42%, 10/26/29 (a)		9,300		8,361
Trillium Credit Card Trust II, Series 2023-1A, Class C, 6.06%, 3/26/31 (a)		1,053		1,052
Trillium Credit Card Trust II, Series 2023-2A, Class B, 5.35%, 3/28/33 (a)		2,900		2,899
Trinity Rail Leasing LLC, Series 2021-1A, Class A, 2.26%, 7/19/51, Callable 1/19/24 @ 100 (a)		931		800
Trinity Rail Leasing LLC, Series 2022-1, Class A, 4.55%, 5/20/52, Callable 10/21/24 @ 100 (a)		2,436		2,298

See notes to financial statements.

Victory Portfolios III
Victory Core Plus Intermediate Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Trinity Rail Leasing LLC, Series 2019-1, Class A, 3.82%, 4/17/49, Callable 5/17/23 @ 100 (a)	$	3,267	$	3,077
United Auto Credit Securitization Trust, Series 2022-1, Class C, 2.61%, 6/10/27, Callable 3/10/25 @ 100 (a)		3,250		3,173
United Auto Credit Securitization Trust, Series 2023-1, Class C, 6.28%, 7/10/28, Callable 2/10/27 @ 100 (a)		7,000		7,011
Vantage Data Centers LLC, Series 2020-2A, Class A2, 1.99%, 9/15/45, Callable 9/15/25 @ 100 (a)		9,000		7,623
VB-S1 Issuer LLC, Series 2022-1A, Class D, 4.29%, 2/15/52, Callable 2/15/26 @ 100 (a)		3,263		2,982
VB-S1 Issuer LLC, Series 2022-1A, Class C2II, 3.71%, 2/15/57, Callable 2/15/30 @ 100 (a)		4,500		3,761
VB-S1 Issuer LLC, Series 2022-1A, Class F, 5.27%, 2/15/52, Callable 2/15/26 @ 100 (a)		7,500		6,795
Verizon Master Trust, Series 2023-2, Class A, 4.89%, 4/13/28, Callable 4/20/25 @ 100		1,871		1,876
Verizon Owner Trust, Series 2020-A, Class C, 2.06%, 7/22/24, Callable 5/20/23 @ 100		5,000		4,992
Volvo Financial Equipment LLC, Series 2019-2A, Class A4, 2.14%, 9/16/24, Callable 8/15/23 @ 100 (a)		1,177		1,169
Wells Fargo Commercial Mortgage Trust, Series 2021-SAVE, Class D, 7.45% (LIBOR01M+250bps), 2/15/40 (a) (b)		1,364		1,203
Westlake Automobile Receivables Trust, Series 2019-2A, Class D, 3.20%, 11/15/24, Callable 5/15/23 @ 100 (a)		15		15
World Omni Auto Receivables Trust, Series 2021-C, Class C, 1.06%, 4/17/28, Callable 4/15/25 @ 100		5,000		4,567
World Omni Select Auto Trust, Series 2020-A, Class C, 1.25%, 10/15/26, Callable 6/15/24 @ 100		3,750		3,563
World Omni Select Auto Trust, Series 2021-A, Class C, 1.09%, 11/15/27, Callable 3/15/25 @ 100		1,250		1,147
Total Asset-Backed Securities (Cost $585,804)				556,304
Collateralized Mortgage Obligations (17.5%)
37 Capital CLO I, Series 2021-1A, Class C, 7.51% (LIBOR03M+225bps), 10/15/34, Callable 10/15/23 @ 100 (a) (b)		2,750		2,591
720 East CLO Ltd., Series 2022-1A, Class B, 7.82% (TSFR3M+325bps), 1/20/36, Callable 1/20/25 @ 100 (a) (b)		4,650		4,680
720 East CLO Ltd., Series 2022-1A, Class C, 8.82% (TSFR3M+425bps), 1/20/36, Callable 1/20/25 @ 100 (a) (b)		6,000		6,056
720 East CLO Ltd., Series 2023-1A, Class B, 7.38% (TSFR3M+250bps), 4/15/36, Callable 4/15/25 @ 100 (a) (b)		3,000		2,988
720 East CLO Ltd., Series 2023-1A, Class D, 10.73% (TSFR3M+585bps), 4/15/36, Callable 4/15/25 @ 100 (a) (b)		5,750		5,710
AB BSL CLO 1 Ltd., Series 2020-1A, Class A2AR, 6.64% (TSFR3M+165bps), 1/15/35, Callable 1/15/24 @ 100 (a) (b)		3,500		3,328
AB BSL CLO 1 Ltd., Series 2020-1A, Class BR, 6.99% (TSFR3M+200bps), 1/15/35, Callable 1/15/24 @ 100 (a) (b)		3,000		2,897
AIMCO CLO 17 Ltd., Series 2022-17A, Class B, 7.15% (TSFR3M+210bps), 7/20/35, Callable 7/20/24 @ 100 (a) (b)		3,000		2,978

See notes to financial statements.

Victory Portfolios III
Victory Core Plus Intermediate Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
AOA Mortgage Trust, Series 2021-1177, Class D, 6.77% (LIBOR01M+182bps), 10/15/38 (a) (b)	$	10,600	$	9,428
AOA Mortgage Trust, Series 2021-1177, Class B, 6.12% (LIBOR01M+117bps), 10/15/38 (a) (b)		3,000		2,790
Arbor Multifamily Mortgage Securities Trust, Series 2020-MF1, Class C, 3.72%, 5/15/53, Callable 5/15/30 @ 100 (a) (c)		1,500		1,194
Arbor Multifamily Mortgage Securities Trust, Series 2021-MF2, Class B, 2.56%, 6/15/54, Callable 7/15/31 @ 100 (a) (c)		3,200		2,414
Austin Fairmont Hotel Trust, Series 2019-FAIR, Class D, 6.75% (LIBOR01M+180bps), 9/15/32 (a) (b)		3,585		3,451
Aventura Mall Trust, Series 2018-AVM, Class C, 4.25%, 7/5/40 (a) (c)		1,310		1,156
Aventura Mall Trust, Series 2018-AVM, Class D, 4.25%, 7/5/40 (a) (c)		12,860		10,712
Aventura Mall Trust, Series 2018-AVM, Class A, 4.25%, 7/5/40 (a) (c)		1,450		1,348
Ballyrock CLO, Series 2020-2A, Class A2R, 6.80% (LIBOR03M+155bps), 10/20/31, Callable 7/20/23 @ 100 (a) (b)		4,000		3,881
Ballyrock CLO 15 Ltd., Series 2021-1A, Class B, 7.31% (LIBOR03M+205bps), 4/15/34, Callable 7/15/23 @ 100 (a) (b)		5,000		4,701
Ballyrock CLO 20 Ltd., Series 2022-20A, Class A2A, 8.04% (TSFR3M+305bps), 7/15/34, Callable 7/15/23 @ 100 (a) (b)		3,000		3,002
BAMLL Commercial Mortgage Securities Trust, Series 2020-BOC, Class C, 3.03%, 1/15/32 (a)		5,000		4,315
BAMLL Commercial Mortgage Securities Trust, Series 2015-200P, Class D, 3.72% (LIBOR01M+105bps), 4/14/33, Callable 4/14/25 @ 100 (a) (b)		7,485		6,644
BANK, Series 2017-BNK4, Class AS, 3.78%, 5/15/50, Callable 4/15/27 @ 100		5,000		4,634
Barrow Hanley CLO I Ltd., Series 2023-1A, Class D, 11.03% (TSFR3M+616bps), 4/20/35, Callable 4/20/24 @ 100 (a) (b)		7,300		7,188
Barrow Hanley CLO I Ltd., Series 2023-1A, Class A1, 7.17% (TSFR3M+230bps), 4/20/35, Callable 4/20/24 @ 100 (a) (b)		4,600		4,595
Barrow Hanley CLO I Ltd., Series 2023-1A, Class C, 8.87% (TSFR3M+400bps), 4/20/35, Callable 4/20/24 @ 100 (a) (b)		1,825		1,864
Barrow Hanley CLO I Ltd., Series 2023-1A, Class A2, 7.52% (TSFR3M+265bps), 4/20/35, Callable 4/20/24 @ 100 (a) (b)		7,500		7,550
BBCMS Mortgage Trust, Series 2022-C16, Class AS, 4.60%, 6/15/55, Callable 6/15/32 @ 100 (c)		1,622		1,529
BBCMS Mortgage Trust, Series 2020-BID, Class D, 9.58% (LIBOR01M+463bps), 10/15/37 (a) (b)		14,600		13,593
BBCMS Mortgage Trust, Series 2020-BID, Class C, 8.59% (LIBOR01M+364bps), 10/15/37 (a) (b)		7,750		7,361
BBCRE Trust, Series 2015-GTP, Class A, 3.97%, 8/10/33, Callable 5/10/25 @ 100 (a)		5,935		5,572
Benchmark Mortgage Trust, Series 2022-B36, Class XA, 0.81%, 7/15/55, Callable 6/15/32 @ 100 (c) (d)		40,630		2,013
Benchmark Mortgage Trust, Series 2021-B25, Class 300D, 3.09%, 4/15/54, Callable 4/15/31 @ 100 (a) (c)		2,417		1,398
Benchmark Mortgage Trust, Series 2019-B14, Class AS, 3.35%, 12/15/62, Callable 11/15/29 @ 100		5,000		4,387
BPR Trust, Series 2022-OANA, Class D, 8.58% (TSFR1M+370bps), 4/15/37 (a) (b)		9,500		9,031
BPR Trust, Series 2021-TY, Class B, 6.10% (LIBOR01M+115bps), 9/15/38 (a) (b)		750		693
BPR Trust, Series 2022-STAR, Class A, 8.12% (TSFR1M+323bps), 8/15/24 (a) (b)		2,804		2,801
BPR Trust, Series 2022-OANA, Class A, 6.79% (TSFR1M+190bps), 4/15/37 (a) (b)		4,500		4,381

See notes to financial statements.

Victory Portfolios III
Victory Core Plus Intermediate Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
BPR Trust, Series 2021-TY, Class D, 7.30% (LIBOR01M+235bps), 9/15/38 (a) (b)	$	5,688	$	5,200
BX Commercial Mortgage Trust, Series 2019-XL, Class D, 6.45% (LIBOR01M+145bps), 10/15/36 (a) (b)		3,400		3,328
BX Commercial Mortgage Trust, Series 2019-XL, Class C, 6.25% (LIBOR01M+125bps), 10/15/36 (a) (b)		7,367		7,235
BX Commercial Mortgage Trust, Series 2022-CSMO, Class C, 8.78% (TSFR1M+389bps), 6/15/27 (a) (b)		15,000		14,771
BX Commercial Mortgage Trust, Series 2019-XL, Class B, 6.08% (LIBOR01M+108bps), 10/15/36 (a) (b)		7,766		7,656
BX Commercial Mortgage Trust, Series 2020-VIV4, Class X, 0.82%, 11/10/42, Callable 9/9/29 @ 100 (a) (c) (d)		144,200		5,780
BX Commercial Mortgage Trust, Series 2022-CSMO, Class D, 9.23% (TSFR1M+434bps), 6/15/27 (a) (b)		7,000		6,860
BX Mortgage Trust, Series 2021-PAC, Class B, 5.85% (LIBOR01M+90bps), 10/15/36 (a) (b)		3,250		3,105
BX Trust, Series 2022-CLS, Class B, 6.30%, 10/13/27 (a)		3,000		2,923
BX Trust, Series 2022-CLS, Class C, 6.79%, 10/13/27 (a)		2,500		2,439
BXP Trust, Series 2021-601L, Class B, 2.87%, 1/15/44 (a) (c)		5,545		4,005
BXP Trust, Series 2021-601L, Class D, 2.87%, 1/15/44 (a) (c)		5,750		3,674
BXP Trust, Series 2021-601L, Class C, 2.87%, 1/15/44 (a) (c)		3,750		2,520
CAMB Commercial Mortgage Trust, Series 2021-CX2, Class A, 2.70%, 11/10/46, Callable 11/10/31 @ 100 (a)		2,500		2,029
Citigroup Commercial Mortgage Trust, Series 2020-555, Class B, 2.83%, 12/10/41 (a)		4,000		3,326
Citigroup Commercial Mortgage Trust, Series 2020-555, Class D, 3.23%, 12/10/41 (a)		5,000		4,014
Citigroup Commercial Mortgage Trust, Series 2019-SMRT, Class D, 4.90%, 1/10/36 (a) (c)		1,250		1,216
Columbia Cent CLO 32 Ltd., Series 2022-32A, Class BF, 5.20%, 7/24/34, Callable 1/24/24 @ 100 (a)		3,750		3,529
COMM Mortgage Trust, Series 2013-CCRE11, Class AM, 4.72%, 8/10/50, Callable 10/10/23 @ 100 (c)		5,000		4,966
COMM Mortgage Trust, Series 2015-PC1, Class B, 4.43%, 7/10/50, Callable 6/10/25 @ 100 (c)		3,399		3,111
COMM Mortgage Trust, Series 2020-CX, Class A, 2.17%, 11/10/46, Callable 11/10/30 @ 100 (a)		13,000		10,360
COMM Mortgage Trust, Series 2020-CBM, Class C, 3.40%, 2/10/37, Callable 2/10/25 @ 100 (a)		9,700		8,947
COMM Mortgage Trust, Series 2015-PC1, Class AM, 4.29%, 7/10/50, Callable 6/10/25 @ 100 (c)		3,000		2,888
COMM Mortgage Trust, Series 2014-277P, Class A, 3.73%, 8/10/49, Callable 8/10/24 @ 100 (a) (c)		11,600		10,969
COMM Mortgage Trust, Series 2020-CBM, Class A2, 2.90%, 2/10/37, Callable 2/10/25 @ 100 (a)		2,660		2,499
CSMC, Series 2019-UVIL, Class A, 3.16%, 12/15/41 (a)		1,950		1,698
CSMC Trust, Series 2019-UVIL, Class C, 3.39%, 12/15/41 (a) (c)		5,000		4,065
CSMC Trust, Series 2020-WEST, Class A, 3.04%, 2/15/35, Callable 2/15/30 @ 100 (a)		2,500		1,918
DBJPM Mortgage Trust, Series 2016-SFC, Class A, 2.83%, 8/10/36, Callable 8/10/26 @ 100 (a)		5,000		4,190

See notes to financial statements.

Victory Portfolios III
Victory Core Plus Intermediate Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
DBJPM Mortgage Trust, Series 2016-SFC, Class B, 3.24%, 8/10/36, Callable 8/10/26 @ 100 (a)	$	2,500	$	2,044
Dryden 109 CLO Ltd., Series 2022-112A, Class C, 8.76% (TSFR3M+400bps), 8/15/34, Callable 8/15/23 @ 100 (a) (b)		3,000		3,004
Extended Stay America Trust, Series 2021-ESH, Class D, 7.20% (LIBOR01M+225bps), 7/15/38 (a) (b)		4,393		4,204
Flatiron CLO 18 Ltd., Series 2018-1A, Class A, 6.20% (LIBOR03M+95bps), 4/17/31, Callable 7/17/23 @ 100 (a) (b)		3,500		3,467
Flatiron CLO 20 Ltd., Series 2020-1A, Class B, 6.67% (LIBOR03M+175bps), 11/20/33, Callable 5/20/23 @ 100 (a) (b)		750		734
Flatiron RR CLO 22 LLC, Series 2021-2A, Class B, 6.86% (LIBOR03M+160bps), 10/15/34, Callable 10/15/23 @ 100 (a) (b)		3,000		2,899
Golub Capital Partners 48 LP, Series 2020-48A, Class B1, 7.06% (LIBOR03M+180bps), 4/17/33, Callable 7/17/23 @ 100 (a) (b)		4,350		4,191
GS Mortgage Securities Corp. Trust, Series 2022-SHIP, Class C, 6.81% (TSFR1M+192bps), 8/15/36 (a) (b)		1,000		987
GS Mortgage Securities Corp. Trust, Series 2020-UPTN, Class B, 2.95%, 2/10/37, Callable 2/10/25 @ 100 (a)		1,735		1,562
GS Mortgage Securities Corp. Trust, Series 2022-SHIP, Class D, 6.50% (TSFR1M+161bps), 8/15/36 (a) (b)		1,000		976
GS Mortgage Securities Trust, Series 2019-GSA1, Class A4, 3.05%, 11/10/52, Callable 11/10/29 @ 100		4,000		3,555
GS Mortgage Securities Trust, Series 2019-GSA1, Class AS, 3.34%, 11/10/52, Callable 11/10/29 @ 100		5,000		4,339
Hilton USA Trust, Series 2016-HHV, Class C, 4.33%, 11/5/38 (a) (c)		824		765
Hilton USA Trust, Series 2016-HHV, Class B, 4.33%, 11/5/38 (a) (c)		4,650		4,357
Houston Galleria Mall Trust, Series 2015-HGLR, Class A1A2, 3.09%, 3/5/37 (a)		7,924		7,348
Hudson Yards Mortgage Trust, Series 2016-10HY, Class A, 2.84%, 8/10/38, Callable 8/10/26 @ 100 (a)		7,020		6,311
Hudson Yards Mortgage Trust, Series 2019-55HY, Class A, 3.04%, 12/10/41 (a) (c)		6,960		5,938
Hudson Yards Mortgage Trust, Series 2019-30HY, Class A, 3.23%, 7/10/39 (a)		1,245		1,090
Hudson Yards Mortgage Trust, Series 2019-55HY, Class D, 3.04%, 12/10/41 (a) (c)		5,672		4,251
Hudson Yards Mortgage Trust, Series 2019-30HY, Class D, 3.56%, 7/10/39 (a) (c)		4,947		3,885
ILPT Commercial Mortgage Trust, Series 2022-LPFX, Class A, 3.95%, 3/15/32 (a) (c)		2,500		2,058
ILPT Commercial Mortgage Trust, Series 2022-LPF2, Class C, 8.38% (TSFR1M+349bps), 10/15/39 (a) (b)		1,900		1,856
Jackson Park Trust, Series 2019-LIC, Class A, 2.77%, 10/14/39 (a)		5,000		4,242
Jackson Park Trust, Series 2019-LIC, Class C, 3.13%, 10/14/39 (a) (c)		5,000		4,137
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2013-C10, Class B, 3.67%, 12/15/47, Callable 1/15/24 @ 100 (c)		231		228
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2019-OSB, Class D, 3.91%, 6/5/39, Callable 6/5/29 @ 100 (a) (c)		2,000		1,658
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2019-OSB, Class C, 3.75%, 6/5/39, Callable 6/5/29 @ 100 (a) (c)		2,436		2,083
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2021-2NU, Class XA, 0.15%, 1/5/40 (a) (c) (d)		226,300		925
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2013-C10, Class C, 4.26%, 12/15/47, Callable 1/15/24 @ 100 (c)		3,045		2,734

See notes to financial statements.

Victory Portfolios III
Victory Core Plus Intermediate Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2019-OSB, Class A, 3.40%, 6/5/39, Callable 6/5/29 @ 100 (a)	$	5,000	$	4,450
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2013-C13, Class C, 4.27%, 1/15/46, Callable 7/15/23 @ 100 (c)		468		465
KNDL Mortgage Trust, Series 2019-KNSQ, Class B, 5.90% (LIBOR01M+95bps), 5/15/36 (a) (b)		2,250		2,224
KNDL Mortgage Trust, Series 2019-KNSQ, Class E, 6.75% (LIBOR01M+180bps), 5/15/36 (a) (b)		2,500		2,446
LCM Ltd., Series 36A, Class A2, 6.66% (LIBOR03M+140bps), 1/15/34, Callable 1/15/24 @ 100 (a) (b)		3,000		2,837
LCM Ltd., Series 2032A, Class B, 6.95% (LIBOR03M+170bps), 7/20/34, Callable 7/20/23 @ 100 (a) (b)		2,500		2,395
Life Mortgage Trust, Series 2022-BMR2, Class C, 6.98% (TSFR1M+209bps), 5/15/39, Callable 5/15/24 @ 100 (a) (b)		2,250		2,170
Manhattan West, Series 2020-1MW, Class D, 2.41%, 9/10/39 (a) (c)		4,250		3,390
Manhattan West Mortgage Trust, Series 2020-1MW, Class C, 2.41%, 9/10/39 (a) (c)		5,000		4,084
Manhattan West Mortgage Trust, Series 2020-1MW, Class A, 2.13%, 9/10/39 (a)		6,500		5,601
MHC Commercial Mortgage Trust, Series MHC, Class D, 6.61% (LIBOR01M+160bps), 4/15/38 (a) (b)		2,000		1,908
MHC Trust, Series 2021-MHC2, Class D, 6.45% (LIBOR01M+150bps), 5/15/38 (a) (b)		1,900		1,810
MHP, Series 2022-MHIL, Class D, 6.50% (SOFR30A+161bps), 1/15/27 (a) (b)		2,429		2,288
Morgan Stanley Capital I Trust, Series 2021-PLZA, Class C, 2.90%, 11/9/43 (a)		2,750		1,906
Morgan Stanley Eaton Vance CLO, Series 2021-1A, Class B, 6.92% (LIBOR03M+165bps), 10/20/34, Callable 10/23/23 @ 100 (a) (b)		2,500		2,402
Mountain View CLO Ltd., Series 2013-1A, Class CRR, 7.40% (LIBOR03M+220bps), 10/12/30, Callable 7/12/23 @ 100 (a) (b)		4,000		3,786
MTN Commercial Mortgage Trust, Series 2022-LPFL, Class C, 7.28% (TSFR1M+239bps), 3/15/39 (a) (b)		3,000		2,908
Neuberger Berman Loan Advisers CLO 44 Ltd., Series 2021-44A, Class B, 6.86% (LIBOR03M+160bps), 10/16/34, Callable 10/16/23 @ 100 (a) (b)		2,500		2,423
Neuberger Berman Loan Advisers CLO Ltd., Series 2018-29A, Class B2, 4.60%, 10/19/31, Callable 7/19/23 @ 100 (a)		5,000		4,736
Oaktree CLO Ltd., Series 2022-2A, Class B, 7.74% (TSFR3M+275bps), 7/15/33, Callable 1/15/24 @ 100 (a) (b)		6,500		6,491
Oaktree CLO Ltd., Series 2022-3A, Class B1, 8.09% (TSFR3M+310bps), 7/15/35, Callable 7/15/24 @ 100 (a) (b)		3,000		3,015
Oaktree CLO Ltd., Series 2022-3A, Class C, 9.14% (TSFR3M+415bps), 7/15/35, Callable 7/15/24 @ 100 (a) (b)		3,000		3,025
Oaktree CLO Ltd., Series 2023-1A, Class B, 7.41% (TSFR3M+255bps), 4/15/36, Callable 4/15/25 @ 100 (a) (b)		2,250		2,243
Octagon 57 Ltd., Series 2021-1A, Class B1, 6.91% (LIBOR03M+165bps), 10/15/34, Callable 10/15/23 @ 100 (a) (b)		3,000		2,924
One Bryant Park Trust, Series 2019-OBP, Class A, 2.52%, 9/15/54 (a)		12,912		10,709
One New York Plaza Trust, Series 2020-1NYP, Class A, 5.90% (LIBOR01M+95bps), 1/15/36 (a) (b)		2,625		2,500
ONE PARK Mortgage Trust, Series 2021-PARK, Class D, 6.50% (LIBOR01M+150bps), 3/15/36 (a) (b)		5,000		4,502
Palmer Square Loan Funding Ltd., Series 2020-4A, Class B, 7.26% (LIBOR03M+230bps), 11/25/28, Callable 5/25/23 @ 100 (a) (b)		5,000		4,908

See notes to financial statements.

Victory Portfolios III
Victory Core Plus Intermediate Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Palmer Square Loan Funding Ltd., Series 2022-2A, Class A2, 6.89% (TSFR3M+190bps), 10/15/30, Callable 7/15/23 @ 100 (a) (b)	$	3,000	$	2,948
Palmer Square Loan Funding Ltd., Series 2020-1A, Class B, 6.82% (LIBOR03M+190bps), 2/20/28, Callable 5/20/23 @ 100 (a) (b)		2,000		1,990
SCOTT Trust, Series 2023-SFS, Class AS, 6.20%, 3/15/40 (a)		2,357		2,348
SLG Office Trust, Series 2021-OVA, Class C, 2.85%, 7/15/41 (a)		4,000		3,029
SLG Office Trust, Series 2021-OVA, Class B, 2.71%, 7/15/41 (a)		4,000		3,116
SMRT, Series 2022-MINI, Class E, 7.59% (SOFR30A+270bps), 1/15/39 (a) (b)		2,000		1,847
Sound Point CLO XVIII Ltd., Series 2017-4A, Class B, 7.05% (LIBOR03M+180bps), 1/21/31, Callable 7/20/23 @ 100 (a) (b)		1,000		933
SREIT Trust, Series 2021-MFP2, Class D, 6.52% (LIBOR01M+157bps), 11/15/36 (a) (b)		1,000		945
Stewart Park CLO Ltd., Series 2015-1A, Class A2R, 6.51% (LIBOR03M+125bps), 1/15/30, Callable 7/15/23 @ 100 (a) (b)		2,000		1,968
Stratus CLO Ltd., Series 2021-3A, Class B, 6.80% (LIBOR03M+155bps), 12/29/29, Callable 7/20/23 @ 100 (a) (b)		2,259		2,200
Stratus CLO Ltd., Series 2022-1A, Class B, 7.40% (TSFR3M+235bps), 7/20/30, Callable 7/20/23 @ 100 (a) (b)		5,000		4,981
Stratus CLO Ltd., Series 2022-2A, Class C, 9.05% (TSFR3M+400bps), 7/20/30, Callable 7/20/23 @ 100 (a) (b)		2,750		2,755
Structured Asset Mortgage Investments II Trust, Series 2005-AR5, Class B1, 5.70% (LIBOR01M+50bps), 7/19/35, Callable 5/19/23 @ 100 (b)		660		621
SUMIT Mortgage Trust, Series 2022-BVUE, Class D, 2.99%, 2/12/41, Callable 2/12/29 @ 100 (a) (c)		1,636		1,142
TRESTLES CLO Ltd., Series 2021-4A, Class B2, 2.72%, 7/21/34, Callable 7/21/23 @ 100 (a)		1,000		834
Trimaran Cavu Ltd., Series 2019-1A, Class A2, 7.15% (LIBOR03M+190bps), 7/20/32, Callable 7/20/23 @ 100 (a) (b)		7,000		6,738
Trimaran Cavu Ltd., Series 2021-3A, Class C1, 7.73% (LIBOR03M+247bps), 1/18/35, Callable 1/18/24 @ 100 (a) (b)		5,000		4,773
TSTAT Ltd., Series 2022-1A, Class A2, 8.00% (TSFR3M+295bps), 7/20/31, Callable 10/20/23 @ 100 (a) (b)		3,000		3,005
TTAN, Series 2021-MHC, Class D, 6.70% (LIBOR01M+180bps), 3/15/38 (a) (b)		1,610		1,548
Venture 46 CLO Ltd., Series 2022-46A, Class BN, 8.05% (TSFR3M+300bps), 7/20/35, Callable 7/20/24 @ 100 (a) (b)		3,000		3,006
Venture 46 CLO Ltd., Series 2022-46A, Class A2F, 5.02%, 7/20/35, Callable 7/20/24 @ 100 (a)		4,500		4,248
Venture 47 CLO Ltd., Series 2023-47A, Class AJ, 7.35% (TSFR3M+230bps), 4/20/36, Callable 4/20/25 @ 100 (a) (b)		2,806		2,826
Voya CLO, Series 2017-4A, Class A2, 6.51% (LIBOR03M+125bps), 10/15/30, Callable 7/15/23 @ 100 (a) (b)		2,000		1,955
Wells Fargo Commercial Mortgage Trust, Series 2018-AUS, Class A, 4.19%, 8/17/36 (a) (c)		4,200		3,825
Wells Fargo Commercial Mortgage Trust, Series 2015-NXS3, Class B, 4.65%, 9/15/57, Callable 10/15/25 @ 100 (c)		2,000		1,861
Wells Fargo Commercial Mortgage Trust, Series 2020-C56, Class AS, 3.11%, 6/15/53, Callable 4/15/30 @ 100		2,000		1,686
Wells Fargo Commercial Mortgage Trust, Series 2015-NXS4, Class AS, 3.97%, 12/15/48, Callable 11/15/25 @ 100		3,500		3,264

See notes to financial statements.

Victory Portfolios III
Victory Core Plus Intermediate Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares or Principal Amount		Value
Wells Fargo Commercial Mortgage Trust, Series 2015-NXS4, Class B, 4.22%, 12/15/48, Callable 11/15/25 @ 100 (c)	$	5,000	$	4,609
WFRBS Commercial Mortgage Trust, Series 2012-C10, Class XA, 1.30%, 12/15/45, Callable 5/15/23 @ 100 (a) (c) (d)		2,725		—	(e)
Total Collateralized Mortgage Obligations (Cost $611,283)				559,450
Preferred Stocks (0.5%)
Consumer Staples (0.3%):
CHS, Inc., cumulative redeemable, Series 2, 7.10% (LIBOR03M+429bps) (b) (f)		400,000		9,920
Financials (0.2%):
Citigroup Capital XIII, 11.64% (LIBOR03M+637bps), 10/30/40 (b)		87,500		2,552
U.S. Bancorp, non-cumulative, Series A, 6.28% (LIBOR03M+102bps) (b) (f)		5,000		3,810
				6,362
Total Preferred Stocks (Cost $15,932)				16,282
Senior Secured Loans (2.1%)
Academy Ltd., Refinancing Term Loans, First Lien, 8.60% (LIBOR01M+375bps), 11/6/27 (b)	$	241		241
AI Aqua Merger Sub, Inc., 8.58% (SOFR01M+375bps), 7/30/28 (b)		995		968
Alliance Laundry Systems LLC, 8.46% (SOFR03M+350bps), 10/8/27 (b)		1,745		1,733
Alterra Mountain Co., Facility 2028 Term Loan B, First Lien, 8.34% (LIBOR01M+350bps), 8/17/28 (b)		434		433
AssuredPartners, Inc., 9.06% (SOFR01M+425bps), 2/13/27 (b)		498		495
AssuredPartners, Inc., 2021 Term Loan, First Lien, 8.34% (LIBOR01M+350bps), 2/13/27 (b)		1,418		1,395
Bausch + Lomb Corp., Initial Term Loans, First Lien, 8.36% (SOFR03M+325bps), 5/10/27 (b)		3,479		3,380
Berlin Packaging LLC, Tranche B-4 Term Loans, First Lien, 8.15% (SOFR03M+325bps), 3/11/28 (b)		40		39
Berlin Packaging LLC, Tranche B-4 Term Loans, First Lien, 8.15% (LIBOR01M+325bps), 3/11/28		450		436
Blackstone CQP Holdco LP, Initial Term Loans, First Lien, 8.66% (LIBOR03M+350bps), 5/26/28 (b)		983		980
Carnival Corp., 8.09% (LIBOR01M+325bps), 10/18/28 (b)		496		487
Central Parent, Inc., Initial Term Loan, First Lien, 9.15% (SOFR03M+425bps), 7/6/29 (b)		1,746		1,743
Cincinnati Bell, Inc., Term B2, First Lien, 8.06% (SOFR01M+325bps), 11/17/28 (b)		494		482
ClubCorp Holdings, Inc., Term B Loans, First Lien, 7.59% (LIBOR01M+275bps), 9/18/24 (b)		2		2
Delta 2 Lux S A R L, 8.06% (SOFR01M+325bps), 1/15/30 (b)		1,500		1,501
Delta Air Lines, Inc. and SkyMiles IP Ltd., Initial Term Loan, First Lien, 8.80% (SOFR03M+375bps), 10/20/27 (b)		7,200		7,454
Directv Financing LLC, Closing Date Term Loans, First Lien, 9.84% (LIBOR01M+500bps), 7/22/27 (b)		2,438		2,337
Fertitta Entertainment LLC, Initial B Term Loan, First Lien, 8.81% (SOFR01M+400bps), 1/27/29 (b)		485		471

See notes to financial statements.

Victory Portfolios III
Victory Core Plus Intermediate Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Foundation Building Materials, Initial Term Loans, First Lien, 8.08% (LIBOR03M+325bps), 1/29/28 (b)	$	491	$	475
Graham Packaging Co., Inc., New Term Loans, First Lien, 7.84% (LIBOR01M+300bps), 8/4/27 (b)		460		457
Great Outdoors Group LLC, Term B1, First Lien, 8.59% (LIBOR01M+375bps), 3/5/28 (b)		1,463		1,449
H-Food Holdings LLC, 2020 Incremental Term B-3 Loan, First Lien, 9.84% (LIBOR01M+500bps), 5/31/25 (b)		487		382
Hilton Grand Vacations Borrower LLC, Initial Term Loan, First Lien, 7.84% (LIBOR01M+300bps), 8/2/28 (b)		74		74
HUB International Ltd., 8.73% (SOFR03M+400bps), 11/10/29 (b) (g)		374		373
Hub International Ltd., B-3 Incremental Term Loans, First Lien, 8.41% (LIBOR03M+325bps), 4/25/25 (b)		116		116
Hyperion Refinance Sarl, 8.89% (SOFR01M+400bps), 3/24/30 (b)		500		497
IRB Holding Corp., Term Loan B, First Lien, 7.81% (SOFR01M+300bps), 12/15/27 (b)		742		729
Kronos Acquisition Holdings, Inc., Tranche B-1 Term Loans, First Lien, 8.70% (LIBOR03M+375bps), 12/22/26 (b)		4		4
Life Time, Inc., 2021 Refinancing Term Loan, First Lien, 9.59% (LIBOR01M+475bps), 12/15/24 (b)		4,750		4,743
Medline Borrower LP, Initial Dollar Term Loans, First Lien, 8.09% (LIBOR01M+325bps), 10/21/28 (b)		2,970		2,880
Mileage Plus Holdings LLC, Initial Term Loan, First Lien, 10.21% (LIBOR03M+525bps), 6/20/27 (b)		10,245		10,650
MoneyGram International, Inc., Term Loan, First Lien, 9.34% (LIBOR01M+450bps), 7/21/26 (b)		2,467		2,446
Oculus Acquisition Corp., Initial Term Loan, First Lien, 8.46% (SOFR03M+350bps), 11/8/27 (b)		2,213		2,189
OEG Borrower LLC, Initial Term Loans, First Lien, 9.74% (SOFR03M+500bps), 6/18/29 (b)		498		490
Open Text Corp., 8.31% (SOFR01M+350bps), 1/31/30 (b)		998		996
Pactiv Evergreen Group Holdings, Inc., Tranche B-3 US Term Loans, First Lien, 8.09% (LIBOR01M+325bps), 9/17/28 (b)		985		974
Petco Health & Wellness Co., Inc., Initial Term Loans, First Lien, 8.15% (SOFR03M+325bps), 2/25/28 (b)		1,424		1,403
Polaris Newco LLC, Dollar Term Loan, First Lien, 9.16% (LIBOR03M+400bps), 6/4/28 (b)		239		221
Proofpoint, Inc., Initial Term Loans, First Lien, 3.75% (LIBOR03M+325bps), 8/31/28 (b)		1,481		1,447
Scientific Games International, Inc., Initial Term B Loans, First Lien, 7.88% (SOFR01M+300bps), 4/16/29 (b)		988		983
Sophia LP, Term Loan B, First Lien, 8.66% (LIBOR03M+350bps), 10/7/27 (b)		978		964
Sotheby's, 2021 2nd Refin Term Loan, First Lien, 9.76% (LIBOR03M+450bps), 1/15/27 (b)		1,173		1,170
Sunshine Luxembourg VII Sarl, Facility B3 Commitments, First Lien, 8.91% (LIBOR03M+375bps), 10/2/26 (b)		178		176
TIBCO Software, Inc., Term A Loan, First Lien, 9.40% (SOFR01M+450bps), 9/30/28 (b)		4		4
TIBCO Software, Inc., Term A Loan, First Lien, 9.40% (SOFR03M+450bps), 9/30/28		1,496		1,395

See notes to financial statements.

Victory Portfolios III
Victory Core Plus Intermediate Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Topgolf Callaway Brands Corp., 8.16% (SOFR03M+350bps), 3/12/30 (b)	$	2,000	$	1,998
Travel+Leisure Co., 8.88% (SOFR01M+400bps), 12/9/29 (b)		998		990
TricorBraun Holdings, Inc., Closing Date Initial Term Loans, First Lien, 8.09% (LIBOR01M+325bps), 3/3/28 (b)		1,474		1,436
UKG, Inc., Incremental Term Loans, First Lien, 8.27% (SOFR03M+325bps), 5/3/26 (b)		475		462
Whatabrands LLC, Initial Term B Loans, First Lien, 8.09% (LIBOR01M+325bps), 7/21/28 (b)		1,182		1,167
Whitewater Whistler Holdings LLC, 8.15% (SOFR03M+325bps), 1/25/30 (b)		500		499
Total Senior Secured Loans (Cost $68,361)				68,816
Corporate Bonds (25.0%)
Communication Services (1.4%):
AT&T, Inc., 4.50%, 5/15/35, Callable 11/15/34 @ 100		2,500		2,352
CCO Holdings LLC/CCO Holdings Capital Corp. 4.25%, 2/1/31, Callable 7/1/25 @ 102.13 (a)		1,000		823
4.25%, 1/15/34, Callable 1/15/28 @ 102.13 (a)		5,169		3,957
Charter Communications Operating LLC/Charter Communications Operating Capital 5.38%, 4/1/38, Callable 10/1/37 @ 100		2,500		2,164
5.25%, 4/1/53, Callable 10/1/52 @ 100		3,000		2,404
Comcast Corp., 3.20%, 7/15/36, Callable 1/15/36 @ 100		750		637
DISH Network Corp., 11.75%, 11/15/27, Callable 5/15/25 @ 105.88 (a)		6,137		5,803
Gray Television, Inc., 4.75%, 10/15/30, Callable 10/15/25 @ 102.38 (a)		6,340		4,096
Lamar Media Corp., 3.63%, 1/15/31, Callable 1/15/26 @ 101.81		259		223
Sprint Spectrum Co. LLC, 5.15%, 3/20/28, Callable 3/20/27 @ 100 (a)		2,887		2,869
T-Mobile USA, Inc., 3.50%, 4/15/31, Callable 4/15/26 @ 101.75		6,638		5,998
Verizon Communications, Inc. 2.55%, 3/21/31, Callable 12/21/30 @ 100		3,831		3,263
2.88%, 11/20/50, Callable 5/20/50 @ 100		4,250		2,821
Warnermedia Holdings, Inc. 4.28%, 3/15/32, Callable 12/15/31 @ 100 (a)		3,000		2,667
5.14%, 3/15/52, Callable 9/15/51 @ 100 (a)		2,900		2,315
ZoomInfo Technologies LLC/ZoomInfo Finance Corp., 3.88%, 2/1/29, Callable 2/1/24 @ 101.94 (a) (h)		1,250		1,078
				43,470
Consumer Discretionary (2.1%):
Asbury Automotive Group, Inc., 4.63%, 11/15/29, Callable 11/15/24 @ 102.31 (a) (h)		1,250		1,114
AutoNation, Inc. 2.40%, 8/1/31, Callable 5/1/31 @ 100		3,661		2,829
3.85%, 3/1/32, Callable 12/1/31 @ 100		4,000		3,381
Boston Medical Center Corp., 3.91%, 7/1/28		3,000		2,797
Caesars Entertainment, Inc., 7.00%, 2/15/30, Callable 2/15/26 @ 103.5 (a)		1,419		1,433
Carnival Corp., 9.88%, 8/1/27, Callable 2/1/24 @ 104.94 (a)		3,500		3,591
Choice Hotels International, Inc., 3.70%, 1/15/31, Callable 10/15/30 @ 100		4,000		3,545
Churchill Downs, Inc., 4.75%, 1/15/28, Callable 6/5/23 @ 102.38 (a)		150		142
ERAC USA Finance LLC, 4.90%, 5/1/33, Callable 2/1/33 @ 100 (a)		2,808		2,803

See notes to financial statements.

Victory Portfolios III
Victory Core Plus Intermediate Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Hilton Domestic Operating Co., Inc., 3.63%, 2/15/32, Callable 8/15/26 @ 101.81 (a)	$	30	$	26
Kohl's Corp., 4.63%, 5/1/31, Callable 2/1/31 @ 100		2,500		1,677
Lithia Motors, Inc. 3.88%, 6/1/29, Callable 6/1/24 @ 101.94 (a)		5,689		4,926
4.38%, 1/15/31, Callable 10/15/25 @ 102.19 (a)		1,750		1,503
Marriott International, Inc., 2.75%, 10/15/33, Callable 7/15/33 @ 100		3,000		2,427
Marriott Ownership Resorts, Inc., 4.50%, 6/15/29, Callable 6/15/24 @ 102.25 (a)		750		654
Murphy Oil USA, Inc., 3.75%, 2/15/31, Callable 2/15/26 @ 101.88 (a)		612		523
NCL Corp. Ltd., 8.38%, 2/1/28, Callable 2/1/25 @ 104.19 (a)		1,435		1,447
Nordstrom, Inc., 4.25%, 8/1/31, Callable 5/1/31 @ 100		370		275
NVR, Inc., 3.00%, 5/15/30, Callable 11/15/29 @ 100		3,437		3,087
PulteGroup, Inc., 6.00%, 2/15/35		1,385		1,432
Resorts World Las Vegas LLC/RWLV Capital, Inc., 4.63%, 4/6/31, Callable 1/6/31 @ 100 (a)		12,500		9,803
Sodexo, Inc., 2.72%, 4/16/31, Callable 1/16/31 @ 100 (a)		3,500		2,979
Sotheby's, 7.38%, 10/15/27, Callable 5/15/23 @ 103.69 (a)		2,625		2,456
Toll Brothers Finance Corp., 3.80%, 11/1/29, Callable 8/1/29 @ 100		2,837		2,574
Tractor Supply Co., 1.75%, 11/1/30, Callable 8/1/30 @ 100		2,750		2,202
Vanderbilt University Medical Center, 4.17%, 7/1/37, Callable 1/1/37 @ 100		1,445		1,280
Volkswagen Group of America Finance LLC, 3.75%, 5/13/30 (a)		4,000		3,690
ZF North America Capital, Inc., 7.13%, 4/14/30, Callable 2/14/30 @ 100 (a)		1,000		1,033
				65,629
Consumer Staples (0.9%):
7-Eleven, Inc. 1.80%, 2/10/31, Callable 11/10/30 @ 100 (a)		3,000		2,399
2.80%, 2/10/51, Callable 8/2/50 @ 100 (a)		14,805		9,556
Albertsons Cos., Inc./Safeway, Inc./New Albertsons LP/Albertsons LLC, 4.88%, 2/15/30, Callable 2/15/25 @ 103.66 (a)		1,150		1,076
BAT Capital Corp., 7.75%, 10/19/32, Callable 7/19/32 @ 100		500		554
Dollar Tree, Inc., 2.65%, 12/1/31, Callable 9/1/31 @ 100		2,500		2,110
JBS USA LUX SA/JBS USA Food Co./JBS USA Finance, Inc. 3.63%, 1/15/32, Callable 1/15/27 @ 101.81 (a)		500		414
6.50%, 12/1/52, Callable 6/1/52 @ 100 (a)		2,000		1,896
Kellogg Co., 5.25%, 3/1/33, Callable 12/1/32 @ 100		2,804		2,886
Kraft Heinz Foods Co., 5.00%, 6/4/42		4,000		3,837
Pilgrim's Pride Corp. 3.50%, 3/1/32, Callable 9/1/26 @ 101.75		2,000		1,612
6.25%, 7/1/33, Callable 4/1/33 @ 100		2,000		1,976
Post Holdings, Inc., 4.50%, 9/15/31, Callable 9/15/26 @ 102.25 (a)		85		74
Smithfield Foods, Inc., 2.63%, 9/13/31, Callable 6/13/31 @ 100 (a)		1,000		757
Walgreens Boots Alliance, Inc., 4.10%, 4/15/50, Callable 10/15/49 @ 100		1,250		945
				30,092
Energy (1.1%):
Cameron LNG LLC, 3.30%, 1/15/35, Callable 9/15/34 @ 100 (a)		4,727		4,090
Cheniere Energy, Inc., 4.63%, 10/15/28, Callable 10/15/23 @ 102.31		500		477
Gray Oak Pipeline LLC, 3.45%, 10/15/27, Callable 8/15/27 @ 100 (a)		3,333		3,025
Helmerich & Payne, Inc., 2.90%, 9/29/31, Callable 6/29/31 @ 100		2,500		2,084
Hilcorp Energy I LP/Hilcorp Finance Co., 6.25%, 4/15/32, Callable 5/15/27 @ 103.13 (a)		1,000		936

See notes to financial statements.

Victory Portfolios III
Victory Core Plus Intermediate Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Magellan Midstream Partners LP, 5.15%, 10/15/43, Callable 4/15/43 @ 100	$	6,905	$	6,246
Midwest Connector Capital Co. LLC, 4.63%, 4/1/29, Callable 1/1/29 @ 100 (a)		10,000		9,404
Northwest Pipeline LLC, 4.00%, 4/1/27, Callable 1/1/27 @ 100		4,455		4,324
Viper Energy Partners LP, 5.38%, 11/1/27, Callable 6/5/23 @ 102.69 (a)		5,500		5,332
				35,918
Financials (8.0%):
Aon Corp./Aon Global Holdings PLC, 5.35%, 2/28/33, Callable 11/28/32 @ 100		3,038		3,142
Assurant, Inc., 2.65%, 1/15/32, Callable 10/15/31 @ 100		3,000		2,321
Athene Global Funding, 2.67%, 6/7/31 (a)		6,000		4,728
Bank of America Corp. 2.30% (SOFR+122bps), 7/21/32, Callable 7/21/31 @ 100 (b)		4,000		3,227
2.48% (H15T5Y+120bps), 9/21/36, Callable 9/21/31 @ 100 (b)		4,750		3,631
BankUnited, Inc., 5.13%, 6/11/30, Callable 3/11/30 @ 100		2,000		1,694
Blackstone Holdings Finance Co. LLC 1.60%, 3/30/31, Callable 12/30/30 @ 100 (a)		1,750		1,328
6.20%, 4/22/33, Callable 1/22/33 @ 100 (a)		2,375		2,478
Blackstone Private Credit Fund, 2.63%, 12/15/26, Callable 11/15/26 @ 100		4,058		3,451
Blue Owl Finance LLC, 3.13%, 6/10/31, Callable 3/10/31 @ 100 (a)		12,100		9,158
Brown & Brown, Inc., 4.20%, 3/17/32, Callable 12/17/31 @ 100		7,167		6,601
Capital One Financial Corp., 2.36% (SOFR+134bps), 7/29/32, Callable 7/29/31 @ 100 (b)		5,000		3,624
Citizens Bank NA 4.12% (SOFR+140bps), 5/23/25, Callable 5/23/24 @ 100 (b)		4,136		3,947
6.06% (SOFR+145bps), 10/24/25, Callable 10/24/24 @ 100 (b)		1,750		1,695
Citizens Financial Group, Inc., 2.64%, 9/30/32, Callable 7/2/32 @ 100		3,000		2,221
Compeer Financial FLCA/Compeer Financial PCA, 3.38% (SOFR+197bps), 6/1/36, Callable 6/1/31 @ 100 (a) (b)		978		725
Cullen/Frost Bankers, Inc., 4.50%, 3/17/27, Callable 2/17/27 @ 100		1,000		970
Fidelity National Information Services, Inc., 5.10%, 7/15/32, Callable 4/15/32 @ 100		5,000		4,928
Fifth Third Bancorp 4.50% (H15T5Y+422bps), Callable 9/30/25 @ 100 (b) (f)		5,088		4,530
4.34% (SOFR+166bps), 4/25/33, Callable 4/25/32 @ 100 (b)		6,881		6,243
First Citizens BancShares, Inc., 3.38% (SOFR+247bps), 3/15/30, Callable 3/15/25 @ 100 (b)		1,500		1,378
First Horizon Bank, 5.75%, 5/1/30, Callable 2/1/30 @ 100		3,000		2,838
First Horizon Corp., 3.55%, 5/26/23		2,338		2,326
Fiserv, Inc. 5.60%, 3/2/33, Callable 12/2/32 @ 100		3,250		3,382
4.40%, 7/1/49, Callable 1/1/49 @ 100		3,500		2,973
Five Corners Funding Trust III, 5.79%, 2/15/33, Callable 11/15/32 @ 100 (a)		2,804		2,877
Ford Motor Credit Co. LLC 2.90%, 2/10/29, Callable 12/10/28 @ 100		2,000		1,656
7.35%, 3/6/30, Callable 1/6/30 @ 100		5,000		5,137
Global Atlantic Fin Co., 4.40%, 10/15/29, Callable 7/15/29 @ 100 (a)		6,472		5,730
Global Payments, Inc., 4.15%, 8/15/49, Callable 2/15/49 @ 100		4,000		2,996
Gray Escrow II, Inc., 5.38%, 11/15/31, Callable 11/15/26 @ 102.69 (a)		1,000		642
Huntington Bancshares, Inc., 2.49% (H15T5Y+117bps), 8/15/36, Callable 8/15/31 @ 100 (b)		7,175		5,117

See notes to financial statements.

Victory Portfolios III
Victory Core Plus Intermediate Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
JPMorgan Chase & Co. 2.96% (SOFR+252bps), 5/13/31, Callable 5/13/30 @ 100 (b)	$	10,851	$	9,396
5.72% (SOFR+258bps), 9/14/33, Callable 9/14/32 @ 100 (b)		3,000		3,086
KeyBank NA 3.90%, 4/13/29		3,000		2,562
4.90%, 8/8/32		1,403		1,247
KeyCorp Capital II, 6.88%, 3/17/29		750		794
KeyCorp., 4.79% (SOFR+206bps), 6/1/33, MTN, Callable 6/1/32 @ 100 (b)		4,842		4,401
Level 3 Financing, Inc., 3.88%, 11/15/29, Callable 8/15/29 @ 100 (a)		3,000		2,190
Main Street Capital Corp., 3.00%, 7/14/26, Callable 6/14/26 @ 100		3,000		2,636
Medline Borrower LP, 3.88%, 4/1/29, Callable 10/1/24 @ 101.94 (a)		250		219
MetLife, Inc., 9.25%, 4/8/38, Callable 4/8/33 @ 100 (a)		7,936		9,354
Morgan Stanley 1.93% (SOFR+102bps), 4/28/32, Callable 4/28/31 @ 100, MTN (b)		5,000		3,971
2.48% (SOFR+136bps), 9/16/36, Callable 9/16/31 @ 100 (b)		22,175		17,022
Neptune Bidco US, Inc., 9.29%, 4/15/29, Callable 10/15/25 @ 104.65 (a)		2,935		2,763
New York Community Bancorp, Inc., 5.90% (LIBOR03M+278bps), 11/6/28, Callable 11/6/23 @ 100 (b) (h)		4,000		3,761
New York Life Global Funding, 1.85%, 8/1/31 (a)		7,750		6,283
Northern Trust Corp., 6.13%, 11/2/32, Callable 8/2/32 @ 100		2,750		2,938
OWL Rock Core Income Corp. 5.50%, 3/21/25 (a)		4,000		3,889
3.13%, 9/23/26, Callable 8/23/26 @ 100		750		647
4.70%, 2/8/27, Callable 1/8/27 @ 100		1,875		1,710
7.75%, 9/16/27, Callable 8/16/27 @ 100 (a)		1,818		1,825
Pine Street Trust I, 4.57%, 2/15/29, Callable 11/15/28 @ 100 (a)		1,750		1,644
Regions Financial Corp., 5.75% (H15T5Y+543bps), Callable 6/15/25 @ 100 (b) (f)		5,036		4,790
Santander Holdings USA, Inc., 4.40%, 7/13/27, Callable 4/14/27 @ 100		3,318		3,160
The Bank of New York Mellon Corp., 4.70% (H15T5Y+436bps), Callable 9/20/25 @ 100 (b) (f) (h)		7,620		7,411
The Charles Schwab Corp., 5.38% (H15T5Y+497bps), Callable 6/1/25 @ 100 (b) (f) (h)		15,861		15,148
The PNC Financial Services Group, Inc., 4.63% (SOFR+185bps), 6/6/33, Callable 6/6/32 @ 100 (b)		10,756		9,989
Truist Financial Corp. 5.10% (H15T10Y+435bps), Callable 3/1/30 @ 100 (b) (f)		6,419		5,676
4.95% (H15T5Y+461bps), Callable 9/1/25 @ 100 (b) (f)		4,000		3,768
U.S. Bancorp 4.97% (SOFR+211bps), 7/22/33, Callable 7/22/32 @ 100 (b)		10,609		9,955
4.84% (SOFRRATE+160bps), 2/1/34, Callable 2/1/33 @ 100 (b)		3,000		2,871
Willis North America, Inc., 2.95%, 9/15/29, Callable 6/15/29 @ 100		5,000		4,423
				257,223
Health Care (2.1%):
Alcon Finance Corp., 5.75%, 12/6/52, Callable 6/6/52 @ 100 (a)		2,750		2,934
Bayer U.S. Finance II LLC, 4.63%, 6/25/38, Callable 12/25/37 @ 100 (a)		5,000		4,579
Bio-Rad Laboratories, Inc., 3.70%, 3/15/32, Callable 12/15/31 @ 100		1,625		1,464
Bon Secours Charity Health System, Inc., 5.25%, 11/1/25		5,000		4,896
Centene Corp., 2.50%, 3/1/31, Callable 12/1/30 @ 100		17,315		14,124

See notes to financial statements.

Victory Portfolios III
Victory Core Plus Intermediate Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
CHS/Community Health System, Inc., 4.75%, 2/15/31, Callable 2/15/26 @ 102.38 (a)	$	1,000	$	807
CVS Health Corp., 5.63%, 2/21/53, Callable 8/21/52 @ 100		3,000		3,014
CVS Pass-Through Trust, 5.93%, 1/10/34 (a)		6,461		6,492
DENTSPLY SIRONA, Inc., 3.25%, 6/1/30, Callable 3/1/30 @ 100		3,945		3,506
Eastern Maine Healthcare Systems, 3.71%, 7/1/26		10,645		10,249
GE HealthCare Technologies, Inc., 5.91%, 11/22/32, Callable 8/22/32 @ 100 (a)		5,000		5,351
HCA, Inc., 3.50%, 9/1/30, Callable 3/1/30 @ 100		5,951		5,355
Illumina, Inc., 2.55%, 3/23/31, Callable 12/23/30 @ 100		500		419
Prestige Brands, Inc., 3.75%, 4/1/31, Callable 4/1/26 @ 101.88 (a)		941		797
Tenet Healthcare Corp., 4.25%, 6/1/29, Callable 6/1/24 @ 102.13		200		184
Universal Health Services, Inc., 2.65%, 1/15/32, Callable 10/15/31 @ 100		3,604		2,925
				67,096
Industrials (3.7%):
Acuity Brands Lighting, Inc., 2.15%, 12/15/30, Callable 9/15/30 @ 100		3,250		2,641
Air Lease Corp. 3.13%, 12/1/30, Callable 9/1/30 @ 100		2,500		2,132
2.88%, 1/15/32, Callable 10/15/31 @ 100		2,000		1,640
Alaska Airlines Pass Through Trust 8.00%, 8/15/25 (a)		2,777		2,821
4.80%, 8/15/27 (a)		4,824		4,663
American Airlines Pass Through Trust 4.00%, 7/15/25		4,132		3,700
3.60%, 10/15/29		1,459		1,237
American Airlines, Inc./AAdvantage Loyalty IP Ltd., 5.75%, 4/20/29 (a)		3,304		3,143
Ashtead Capital, Inc. 2.45%, 8/12/31, Callable 5/12/31 @ 100 (a)		2,833		2,256
5.50%, 8/11/32, Callable 5/11/32 @ 100 (a)		2,000		1,978
Aviation Capital Group LLC, 5.50%, 12/15/24, Callable 11/15/24 @ 100 (a)		3,000		2,959
British Airways Pass Through Trust 4.63%, 6/20/24 (a)		5,071		4,999
3.35%, 6/15/29 (a)		1,749		1,506
CDI Escrow Issuer, Inc., 5.75%, 4/1/30, Callable 4/1/25 @ 102.88 (a)		1,000		964
CoStar Group, Inc., 2.80%, 7/15/30, Callable 4/15/30 @ 100 (a)		10,707		8,951
Delta Air Lines Pass Through Trust, 2.50%, 6/10/28		4,258		3,694
Delta Air Lines, Inc./SkyMiles IP Ltd., 4.75%, 10/20/28 (a)		1,532		1,487
GXO Logistics, Inc., 2.65%, 7/15/31, Callable 4/15/31 @ 100		6,023		4,736
Hawaiian Airlines Pass Through Certificates, 3.90%, 1/15/26		5,280		4,754
JetBlue Pass Through Trust, 7.75%, 11/15/28 (h)		3,957		4,008
Kennametal, Inc., 4.63%, 6/15/28, Callable 3/15/28 @ 100		2,110		2,052
Lincoln Center for the Performing Arts, Inc., 3.71%, 12/1/35, Callable 9/1/35 @ 100		1,475		1,322
Pentair Finance Sarl, 5.90%, 7/15/32, Callable 4/15/32 @ 100		250		258
Regal Rexnord Corp., 6.40%, 4/15/33, Callable 1/15/33 @ 100 (a)		2,954		3,010
Southwest Airlines Co., 2.63%, 2/10/30, Callable 11/10/29 @ 100		2,653		2,278
Spirit Loyalty Cayman Ltd./Spirit IP Cayman Ltd., 8.00%, 9/20/25, Callable 9/20/23 @ 104 (a)		4,025		4,065
The Boeing Co. 5.15%, 5/1/30, Callable 2/1/30 @ 100		2,500		2,517
5.81%, 5/1/50, Callable 11/1/49 @ 100		13,370		13,340

See notes to financial statements.

Victory Portfolios III
Victory Core Plus Intermediate Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
The Timken Co., 4.13%, 4/1/32, Callable 1/1/32 @ 100	$	4,556	$	4,217
U.S. Airways Pass Through Trust 7.13%, 10/22/23		885		882
3.95%, 11/15/25		4,438		4,162
United Airlines Pass Through Trust 4.15%, 4/11/24		5,586		5,464
4.30%, 8/15/25		2,891		2,769
3.50%, 5/1/28		3,576		3,177
XPO Escrow Sub LLC, 7.50%, 11/15/27, Callable 11/15/24 @ 103.75 (a)		4,000		4,117
				117,899
Information Technology (1.1%):
Broadcom, Inc. 2.60%, 2/15/33, Callable 11/15/32 @ 100 (a)		5,000		3,939
3.42%, 4/15/33, Callable 1/15/33 @ 100 (a)		4,000		3,366
Dell International LLC/EMC Corp., 5.30%, 10/1/29, Callable 7/1/29 @ 100		2,000		2,022
Micron Technology, Inc., 2.70%, 4/15/32, Callable 1/15/32 @ 100		2,000		1,599
Open Text Holdings, Inc., 4.13%, 12/1/31, Callable 12/1/26 @ 102.06 (a)		1,097		909
Oracle Corp. 3.85%, 7/15/36, Callable 1/15/36 @ 100		5,726		4,897
3.60%, 4/1/50, Callable 10/1/49 @ 100		3,500		2,486
Qorvo, Inc., 3.38%, 4/1/31, Callable 4/1/26 @ 101.69 (a)		6,000		4,883
Seagate HDD Cayman, 9.63%, 12/1/32, Callable 12/1/27 @ 104.81 (a)		1,348		1,477
ServiceNow, Inc., 1.40%, 9/1/30, Callable 6/1/30 @ 100		2,000		1,612
Teledyne Technologies, Inc., 2.75%, 4/1/31, Callable 1/1/31 @ 100		500		425
Trimble, Inc., 6.10%, 3/15/33, Callable 12/15/32 @ 100		2,804		2,874
Western Digital Corp., 3.10%, 2/1/32, Callable 11/1/31 @ 100		3,800		2,752
Workday, Inc., 3.80%, 4/1/32, Callable 1/1/32 @ 100		1,875		1,712
				34,953
Materials (1.2%):
Amcor Flexibles North America, Inc., 2.69%, 5/25/31, Callable 2/25/31 @ 100		5,663		4,726
AptarGroup, Inc., 3.60%, 3/15/32, Callable 12/15/31 @ 100		6,732		5,903
Avery Dennison Corp., 2.25%, 2/15/32, Callable 11/15/31 @ 100		490		394
Cleveland-Cliffs, Inc., 6.75%, 4/15/30, Callable 4/15/26 @ 103.38 (a)		2,807		2,730
Eagle Materials, Inc., 2.50%, 7/1/31, Callable 4/1/31 @ 100		5,407		4,401
LYB International Finance III LLC, 3.38%, 10/1/40, Callable 4/1/40 @ 100		4,808		3,553
Olin Corp., 5.00%, 2/1/30, Callable 2/1/24 @ 102.5		1,000		935
Reliance Steel & Aluminum Co., 2.15%, 8/15/30, Callable 5/15/30 @ 100		1,300		1,093
The Dow Chemical Co., 6.90%, 5/15/53, Callable 11/15/52 @ 100		894		1,034
Vulcan Materials Co. 3.50%, 6/1/30, Callable 3/1/30 @ 100		9,764		8,956
4.50%, 6/15/47, Callable 12/15/46 @ 100		5,596		4,982
				38,707
Real Estate (2.6%):
Alexandria Real Estate Equities, Inc. 1.88%, 2/1/33, Callable 11/1/32 @ 100		3,000		2,268
5.15%, 4/15/53, Callable 10/15/52 @ 100		3,000		2,752
American Tower Trust #1, 5.49%, 3/15/28, Callable 3/15/27 @ 100 (a)		3,740		3,819
Boston Properties LP, 2.45%, 10/1/33, Callable 7/1/33 @ 100		16,760		12,060

See notes to financial statements.

Victory Portfolios III
Victory Core Plus Intermediate Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
CBRE Services, Inc., 2.50%, 4/1/31, Callable 1/1/31 @ 100	$	6,000	$	4,803
Crown Castle, Inc., 2.90%, 4/1/41, Callable 10/1/40 @ 100		6,400		4,563
Federal Realty Investment Trust, 3.50%, 6/1/30, Callable 3/1/30 @ 100		3,000		2,663
GLP Capital LP/GLP Financing II, Inc. 4.00%, 1/15/30, Callable 10/15/29 @ 100		3,726		3,328
3.25%, 1/15/32, Callable 10/15/31 @ 100		2,850		2,349
Healthpeak Properties, Inc., 2.88%, 1/15/31, Callable 10/15/30 @ 100		250		217
Host Hotels & Resorts LP, 3.50%, 9/15/30, Callable 6/15/30 @ 100		4,143		3,533
Keenan Development Associates of Tennessee LLC (INS — XL Capital Assurance), 5.02%, 7/15/28 (a)		252		245
Kilroy Realty LP 2.50%, 11/15/32, Callable 8/15/32 @ 100		4,500		3,043
2.65%, 11/15/33, Callable 8/15/33 @ 100		7,612		5,047
RHP Hotel Properties LP/RHP Finance Corp., 4.50%, 2/15/29, Callable 2/15/24 @ 102.25 (a)		75		67
SBA Tower Trust 2.84%, 1/15/25, Callable 1/15/24 @ 100 (a)		2,337		2,231
2.33%, 1/15/28, Callable 7/15/26 @ 100 (a)		3,000		2,613
6.60%, 1/15/28, Callable 1/15/27 @ 100 (a)		2,947		3,091
2.59%, 10/15/31 (a)		5,000		4,075
Simon Property Group LP 2.25%, 1/15/32, Callable 10/15/31 @ 100		250		199
5.85%, 3/8/53, Callable 9/3/52 @ 100		5,609		5,679
The Howard Hughes Corp., 4.38%, 2/1/31, Callable 2/1/26 @ 102.19 (a)		500		406
VICI Properties LP/VICI Note Co., Inc., 4.13%, 8/15/30, Callable 2/15/25 @ 102.06 (a)		12,472		11,196
Vornado Realty LP, 3.40%, 6/1/31, Callable 3/1/31 @ 100		2,000		1,416
				81,663
Utilities (0.8%):
Duquesne Light Holdings, Inc., 2.78%, 1/7/32, Callable 10/7/31 @ 100 (a)		733		592
Entergy Corp., 2.40%, 6/15/31, Callable 3/5/31 @ 100		1,625		1,356
NRG Energy, Inc. 2.45%, 12/2/27, Callable 10/2/27 @ 100 (a)		3,050		2,652
4.45%, 6/15/29, Callable 3/15/29 @ 100 (a)		4,657		4,267
7.00%, 3/15/33, Callable 12/15/32 @ 100 (a)		7,011		7,283
Vistra Operations Co. LLC 3.70%, 1/30/27, Callable 11/30/26 @ 100 (a)		5,395		5,044
4.30%, 7/15/29, Callable 4/15/29 @ 100 (a)		5,997		5,535
				26,729
Total Corporate Bonds (Cost $843,274)				799,379
Yankee Dollars (5.0%)
Communication Services (0.1%):
Rogers Communications, Inc. 3.80%, 3/15/32, Callable 12/15/31 @ 100 (a)		3,500		3,149
4.55%, 3/15/52, Callable 9/15/51 @ 100 (a)		1,750		1,434
				4,583

See notes to financial statements.

Victory Portfolios III
Victory Core Plus Intermediate Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Consumer Discretionary (0.3%):
GENM Capital Labuan Ltd., 3.88%, 4/19/31, Callable 1/19/31 @ 100 (a)	$	5,000	$	4,049
IHO Verwaltungs GmbH, 6.38%, 5/15/29, Callable 5/15/24 @ 103.19 (a) (i)		4,077		3,656
Nissan Motor Co. Ltd., 4.81%, 9/17/30, Callable 6/17/30 @ 100 (a)		3,403		2,989
				10,694
Consumer Staples (0.1%):
Bacardi Ltd., 2.75%, 7/15/26, Callable 4/15/26 @ 100 (a)		2,000		1,868
Becle SAB de CV, 2.50%, 10/14/31, Callable 7/14/31 @ 100 (a)		3,000		2,469
				4,337
Energy (0.2%):
Harbour Energy PLC, 5.50%, 10/15/26, Callable 10/15/23 @ 102.75 (a)		1,000		911
Petroleos Mexicanos, 10.00%, 2/7/33, Callable 11/7/32 @ 100 (a)		1,000		929
Var Energi ASA, 7.50%, 1/15/28, Callable 12/15/27 @ 100 (a)		3,333		3,523
				5,363
Financials (2.6%):
Banco Santander SA, 2.96%, 3/25/31		3,000		2,511
Bank of Montreal, 3.09% (H15T5Y+140bps), 1/10/37, Callable 1/10/32 @ 100 (b)		3,000		2,413
Barclays PLC, 3.56% (H15T5Y+3bps), 9/23/35, Callable 9/23/30 @ 100 (b)		5,000		4,007
BNP Paribas, 2.87% (SOFR+1bps), 4/19/32, Callable 4/19/31 @ 100 (a) (b)		1,000		835
BP Capital Markets PLC 4.88% (H15T5Y+440bps), Callable 3/22/30 @ 100 (b) (f)		7,000		6,415
4.38% (H15T5Y+404bps), Callable 6/22/25 @ 100 (b) (f)		7,250		6,958
Brookfield Finance I UK PLC/Brookfield Finance, Inc., 2.34%, 1/30/32, Callable 10/30/31 @ 100 (h)		4,000		3,259
Credit Suisse Group AG 2.19% (SOFR+204bps), 6/5/26, Callable 6/5/25 @ 100 (a) (b)		5,500		4,949
3.09% (SOFR+173bps), 5/14/32, Callable 5/14/31 @ 100 (a) (b)		4,000		3,223
Deutsche Bank AG, 3.74% (SOFR+226bps), 1/7/33, Callable 10/7/31 @ 100 (b)		10,500		7,692
HSBC Holdings PLC 8.11% (SOFR+425bps), 11/3/33, Callable 11/3/32 @ 100 (b)		3,000		3,389
6.80%, 6/1/38		4,000		4,195
JAB Holdings BV, 3.75%, 5/28/51, Callable 11/28/50 @ 100 (a)		7,500		4,987
Lloyds Banking Group PLC 3.57% (LIBOR03M+121bps), 11/7/28, Callable 11/7/27 @ 100 (b)		2,000		1,856
7.95% (H15T1Y+375bps), 11/15/33, Callable 8/15/32 @ 100 (b)		1,818		2,029
Macquarie Bank Ltd., 3.05% (H15T5Y+170bps), 3/3/36, Callable 3/3/31 @ 100 (a) (b)		6,350		4,887
Mizuho Financial Group, Inc., 2.56%, 9/13/31		3,000		2,392
Nationwide Building Society, 4.00%, 9/14/26 (a)		2,118		1,989
Natwest Group PLC, 3.07% (H15T1Y+255bps), 5/22/28, Callable 5/22/27 @ 100 (b)		1,500		1,374
nVent Finance Sarl, 5.65%, 5/15/33, Callable 2/15/33 @ 100		4,680		4,725
Santander UK Group Holdings PLC, 2.90% (SOFR+148bps), 3/15/32, Callable 3/15/31 @ 100 (b)		2,000		1,646
Societe Generale SA 6.22% (H15T1Y+320bps), 6/15/33, Callable 6/15/32 @ 100 (a) (b)		3,000		2,823
4.03% (H15T1Y+190bps), 1/21/43, Callable 1/21/42 @ 100 (a) (b)		1,250		848
Standard Chartered PLC, 4.87% (LIBOR03M+197bps), 3/15/33, Callable 3/15/28 @ 100 (a) (b)		2,000		1,852

See notes to financial statements.

Victory Portfolios III
Victory Core Plus Intermediate Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Westpac Banking Corp., 4.11% (H15T5Y+200bps), 7/24/34, Callable 7/24/29 @ 100 (b)	$	2,000	$	1,805
				83,059
Health Care (0.1%):
STERIS Irish FinCo Unlimited Co., 2.70%, 3/15/31, Callable 12/15/30 @ 100		1,750		1,470
Industrials (0.6%):
Air Canada Pass Through Trust 4.13%, 5/15/25 (a)		9,992		9,356
3.75%, 12/15/27 (a)		4,119		3,813
Avolon Holdings Funding Ltd. 5.50%, 1/15/26, Callable 12/15/25 @ 100 (a)		3,000		2,938
3.25%, 2/15/27, Callable 12/15/26 @ 100 (a)		2,550		2,276
Ferguson Finance PLC, 4.65%, 4/20/32, Callable 1/20/32 @ 100 (a)		250		239
Sydney Airport Finance Co. Pty Ltd., 3.63%, 4/28/26, Callable 1/28/26 @ 100 (a)		2,000		1,934
				20,556
Information Technology (0.2%):
NXP BV/NXP Funding LLC/NXP USA, Inc., 2.65%, 2/15/32, Callable 11/15/31 @ 100		250		206
Open Text Corp., 6.90%, 12/1/27, Callable 11/1/27 @ 100 (a)		2,179		2,253
SK Hynix, Inc., 6.50%, 1/17/33 (a)		3,036		3,022
				5,481
Materials (0.2%):
ArcelorMittal SA, 6.80%, 11/29/32, Callable 8/29/32 @ 100		3,000		3,138
Freeport Indonesia PT, 5.32%, 4/14/32, Callable 1/1/32 @ 100 (a)		2,000		1,929
INEOS Finance PLC, 6.75%, 5/15/28, Callable 2/15/25 @ 103.38 (a)		2,000		1,976
Yara International ASA, 7.38%, 11/14/32, Callable 8/14/32 @ 100 (a)		450		501
				7,544
Real Estate (0.5%):
Ontario Teachers' Cadillac Fairview Properties Trust, 2.50%, 10/15/31, Callable 7/15/31 @ 100 (a)		17,800		14,486
Sovereign Bond (0.1%):
Bermuda Government International Bond, 2.38%, 8/20/30, Callable 5/20/30 @ 100 (a)		3,000		2,576
Total Yankee Dollars (Cost $170,079)				160,149
Municipal Bonds (2.1%)
Alabama (0.1%):
Auburn University Revenue, Series C, 1.85%, 6/1/31, Continuously Callable @100		750		624
City of Homewood AL, GO, Series B, 1.89%, 9/1/32, Continuously Callable @100		1,850		1,488
City of Trussville AL, GO, Series B, 1.78%, 10/1/31, Continuously Callable @100		1,000		819
				2,931

See notes to financial statements.

Victory Portfolios III
Victory Core Plus Intermediate Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Arizona (0.2%):
City of Phoenix Civic Improvement Corp. Revenue 1.59%, 7/1/29	$	2,000	$	1,690
1.84%, 7/1/31, Continuously Callable @100		1,000		817
The University of Arizona Revenue, Series A, 1.82%, 6/1/30		3,070		2,599
				5,106
District of Columbia (0.1%):
District of Columbia Revenue 2.25%, 4/1/27		800		727
2.68%, 4/1/31		1,500		1,279
				2,006
Florida (0.1%):
City of Gainesville Florida Revenue, 2.04%, 10/1/30		2,500		2,076
County of Miami-Dade Florida Aviation Revenue, Series B, 2.61%, 10/1/32, Continuously Callable @100		1,000		841
				2,917
Illinois (0.1%):
Chicago O'Hare International Airport Revenue, Series D, 2.45%, 1/1/31		2,000		1,729
Chicago Transit Authority Sales Tax Receipts Fund Revenue, Series B, 3.10%, 12/1/30		750		682
Illinois Finance Authority Revenue, 5.45%, 8/1/38		1,500		1,407
				3,818
Indiana (0.1%):
Indiana Finance Authority Revenue Series B, 3.08%, 9/15/27		1,130		1,031
Series B, 3.18%, 9/15/28		1,000		898
				1,929
Louisiana (0.1%):
Louisiana Local Government Environmental Facilities & Community Development Authority Revenue, Series A, 4.48%, 8/1/39		2,245		2,194
Louisiana Public Facilities Authority Revenue, 2.28%, 6/1/30		1,750		1,448
				3,642
Maryland (0.3%):
Maryland Economic Development Corp. Revenue Series B, 4.05%, 6/1/27		2,295		2,140
Series B, 4.15%, 6/1/28		2,390		2,201
Series B, 4.25%, 6/1/29		2,490		2,270
Series B, 4.35%, 6/1/30		1,330		1,202
Series B, 4.40%, 6/1/31		1,385		1,243
				9,056
Massachusetts (0.0%): (j)
Massachusetts State College Building Authority Revenue, Series A, 1.80%, 5/1/29		5		4
New Jersey (0.3%):
City of Atlantic, GO Series A, 4.23%, 9/1/25		2,525		2,487
Series A, 4.29%, 9/1/26		2,410		2,370

See notes to financial statements.

Victory Portfolios III
Victory Core Plus Intermediate Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
New Jersey Economic Development Authority Revenue, Series C, 5.71%, 6/15/30	$	2,500	$	2,608
Rutgers The State University of New Jersey Revenue, Series S, 1.76%, 5/1/29		2,000		1,706
South Jersey Transportation Authority Revenue, Series B, 3.12%, 11/1/26		450		423
				9,594
New York (0.2%):
Metropolitan Transportation Authority Revenue, Build America Bond, Series E, 6.73%, 11/15/30		5,000		5,278
New York City IDA Revenue 2.34%, 1/1/35		1,000		752
2.44%, 1/1/36		1,250		925
New York State Dormitory Authority Revenue, 2.01%, 7/1/28		750		672
				7,627
Oklahoma (0.0%): (j)
The University of Oklahoma Revenue, Series C, 2.45%, 7/1/32, Continuously Callable @100		1,200		1,005
Pennsylvania (0.2%):
City of Philadelphia PA Water & Wastewater Revenue Series B, 1.73%, 11/1/28		1,000		865
Series B, 1.88%, 11/1/29		1,000		846
City of Philadelphia, GO, Series A, 2.71%, 7/15/29		1,000		899
City of Pittsburgh PA, GO Series B, 1.62%, 9/1/29		1,570		1,342
Series B, 1.80%, 9/1/31, Continuously Callable @100		1,200		991
Pennsylvania Economic Development Financing Authority Revenue 2.62%, 3/1/29		1,855		1,656
Series B, 3.20%, 11/15/27		1,000		949
Public Parking Authority of Pittsburgh Revenue, 2.23%, 12/1/28		730		629
				8,177
Tennessee (0.0%): (j)
Metropolitan Government Nashville & Davidson County Sports Authority Revenue, Series C, 2.45%, 8/1/32, Continuously Callable @100		1,500		1,257
Texas (0.3%):
Central Texas Regional Mobility Authority Revenue, Series C, 2.19%, 1/1/29		855		745
City of Houston TX Airport System Revenue, Series C, 2.39%, 7/1/31, Continuously Callable @100		2,000		1,714
Dallas/Fort Worth International Airport Revenue, Series C, 2.25%, 11/1/31, Continuously Callable @100		2,585		2,159
Harris County Cultural Education Facilities Finance Corp. Revenue, 2.79%, 11/15/29		1,385		1,221
Tarrant County Cultural Education Facilities Finance Corp. Revenue, 2.41%, 9/1/31, Continuously Callable @100		1,000		829
Uptown Development Authority Tax Allocation, Series B, 2.68%, 9/1/32, Continuously Callable @100		400		336
Waco Educational Finance Corp. Revenue, 1.79%, 3/1/29		1,500		1,281
				8,285
Total Municipal Bonds (Cost $75,423)				67,354

See notes to financial statements.

Victory Portfolios III
Victory Core Plus Intermediate Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
U.S. Government Agency Mortgages (4.6%)
Federal Home Loan Mortgage Corp. 5.50%, 4/1/36	$	30	$	31
4.50%, 11/1/42 – 10/1/52		13,084		12,812
3.00%, 1/1/52		3,053		2,746
5.00%, 9/1/52 – 2/1/53		21,213		21,083
				36,672
Federal National Mortgage Association Series 2017-M7, Class A2, 2.96%, 2/25/27 (c)		2,141		2,052
2.50%, 7/1/27 – 11/1/34		6,282		5,894
4.00%, 9/1/42 – 9/1/52		29,701		28,538
3.50%, 9/1/47 – 2/1/50		22,825		21,472
4.50%, 6/1/52 – 9/1/52		21,794		21,290
5.00%, 6/1/52		9,290		9,230
5.50%, 6/1/52 – 10/1/52		9,322		9,395
6.00%, 7/1/52		5,787		5,896
				103,767
Government National Mortgage Association 4.50%, 4/20/53		6,645		6,517
				146,956
Total U.S. Government Agency Mortgages (Cost $155,067)				146,956
U.S. Treasury Obligations (23.4%)
U.S. Treasury Bonds 1.13%, 5/15/40		80,000		53,600
2.38%, 2/15/42		107,000		86,336
3.25%, 5/15/42		28,000		25,931
2.50%, 2/15/45		26,000		20,836
3.38%, 11/15/48		10,000		9,364
1.25%, 5/15/50		10,000		5,830
2.88%, 5/15/52		43,000		36,792
3.63%, 2/15/53		7,804		7,738
U.S. Treasury Notes 4.00%, 2/28/30		2,237		2,306
0.63%, 8/15/30		72,500		59,495
0.88%, 11/15/30		48,300		40,323
1.13%, 2/15/31		80,000		67,950
1.88%, 2/15/32		143,000		126,399
2.75%, 8/15/32		145,000		137,229
4.13%, 11/15/32		11,600		12,245
3.50%, 2/15/33		56,396		56,731
Total U.S. Treasury Obligations (Cost $803,905)				749,105

See notes to financial statements.

Victory Portfolios III
Victory Core Plus Intermediate Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Commercial Paper (1.4%) (k)
Global Payments, Inc., 5.63%, 5/1/23	$	10,300	$	10,295
Jabil, Inc. 5.48%, 5/1/23 (a)		6,800		6,797
5.49%, 5/2/23 (a)		10,000		9,994
5.50%, 5/3/23 (a)		6,250		6,245
5.51%, 5/4/23 (a)		8,400		8,393
Ovintiv, Inc., 3.80%, 5/3/23		3,100		3,099
Total Commercial Paper (Cost $44,842)				44,823
Collateral for Securities Loaned (0.4%)^
Goldman Sachs Financial Square Government Fund, Institutional Shares, 4.77% (l)		3,359,802		3,360
HSBC U.S. Government Money Market Fund, Institutional Shares, 4.76% (l)		3,359,802		3,359
Invesco Government & Agency Portfolio, Institutional Shares, 4.78% (l)		3,359,802		3,360
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 4.77% (l)		3,359,802		3,360
Total Collateral for Securities Loaned (Cost $13,439)				13,439
Total Investments (Cost $3,387,409) — 99.4%				3,182,057
Other assets in excess of liabilities — 0.6%				18,233
NET ASSETS — 100.00%			$	3,200,290

At April 30, 2023, the Fund's investments in foreign securities were 11.1% of net assets.

^ Purchased with cash collateral from securities on loan.

(a) Rule 144A security or other security that is restricted as to resale to institutional investors. As of April 30, 2023, the fair value of these securities was $1,423,185 thousands and amounted to 44.5% of net assets.

(b) Variable or Floating-Rate Security. Rate disclosed is as of April 30, 2023.

(d) Security is interest only.

(e) Rounds to less than $1 thousand.

(f) Security is perpetual and has no final maturity date but may be subject to calls at various dates in the future.

(g) Security or portion of security purchased on a delayed-delivery and/or when-issued basis.

(h) All or a portion of this security is on loan.

(i) Up to 7.13% of the coupon may be PIK.

(j) Amount represents less than 0.05% of net assets.

(k) Rate represents the effective yield at April 30, 2023.

(l) Rate disclosed is the daily yield on April 30, 2023.

See notes to financial statements.

Victory Portfolios III
Victory Core Plus Intermediate Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

bps — Basis points

Continuously callable — Investment is continuously callable or will be continuously callable on any date after the first call date until its maturity.

GO — General Obligation

H15T1Y — 1 Year Treasury Constant Maturity Rate

H15T5Y — 5 Year Treasury Constant Maturity Rate

H15T10Y — 10 Year Treasury Constant Maturity Rate

IDA — Industrial Development Authority

LIBOR — London Interbank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of April 30, 2023, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of April 30, 2023, based on the last reset date of the security

LLC — Limited Liability Company

LP — Limited Partnership

MTN — Medium Term Note

PIK — Payment in-kind

PLC — Public Limited Company

SOFR — Secured Overnight Financing Rate

SOFR30A — 30-day average of SOFR, rate disclosed as of April 30, 2023.

SOFR01M — 1 Month SOFR, rate disclosed as of April 30, 2023.

SOFR03M — 3 Month SOFR, rate disclosed as of April 30, 2023.

TSFR — Term SOFR

TSFR1M — 1 month Term SOFR, rate disclosed as of April 30, 2023.

TSFR3M — 3 month Term SOFR, rate disclosed as of April 30, 2023.

See notes to financial statements.

Victory Portfolios III
Victory Core Plus Intermediate Bond Fund

Schedule of Portfolio Investments — continued
April 30, 2023

Futures Contracts Purchased

(Amounts not in thousands)

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation/ (Depreciation)
10-Year U.S. Treasury Note Futures		645	6/21/23	$	71,850,802	$	74,306,016	$	2,455,214
5-Year U.S. Treasury Note Futures		182	6/30/23		19,455,271		19,973,078		517,807
U.S. Long Bond Futures		660	6/21/23		82,484,710		86,893,125		4,408,415
								$	7,381,436
Total unrealized appreciation								$	7,381,436
Total unrealized depreciation									—
Total net unrealized appreciation (depreciation)								$	7,381,436

See notes to financial statements.

Victory Portfolios III

Statement of Assets and Liabilities
April 30, 2023

(Amounts in Thousands, Except Per Share Amounts)

	Victory Core Plus Intermediate Bond Fund
Assets:
Investments, at value (Cost $3,387,409)	$	3,182,057	(a)
Cash		2,982
Deposit with broker for futures contracts		15,118
Receivables:
Interest and dividends		20,943
Capital shares issued		9,006
Investments sold		13,079
Variation margin on open futures contracts		1,176
From Adviser		72
Prepaid expenses		32
Total Assets		3,244,465
Liabilities:
Payables:
Collateral received on loaned securities		13,439
Distributions		354
Investments purchased		24,605
Capital shares redeemed		3,991
Accrued expenses and other payables:
Investment advisory fees		964
Administration fees		310
Custodian fees		41
Transfer agent fees		257
Compliance fees		3
Trustees' fees		—	(b)
12b-1 fees		7
Other accrued expenses		204
Total Liabilities		44,175
Net Assets:
Capital		3,601,687
Total accumulated earnings/(loss)		(401,397	)
Net Assets	$	3,200,290
Net Assets
Fund Shares	$	1,458,472
Institutional Shares		1,396,075
Class A		59,996
Class C		1,594
Class R6		284,153
Total	$	3,200,290
Shares (unlimited number of shares authorized with no par value):
Fund Shares		157,548
Institutional Shares		150,773
Class A		6,488
Class C		172
Class R6		30,685
Total		345,666
Net asset value, offering and redemption price per share: (c)
Fund Shares	$	9.26
Institutional Shares		9.26
Class A		9.25
Class C (d)		9.25
Class R6		9.26
Maximum Sales Charge — Class A		2.25	%
Maximum offering price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share — Class A	$	9.46

(a) Includes $13,067 thousand of securities on loan.

(b) Rounds to less than $1 thousand.

(d) Redemption price per share varies by the length of time shares are held.

See notes to financial statements.

Victory Portfolios III

Statements of Operations

(Amounts in Thousands)

	Victory Core Plus Intermediate Bond Fund
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022
Investment Income:
Dividends	$	888		$	1,737
Interest		99,960			106,908
Securities lending (net of fees)		70			121
Total Income		100,918			108,766
Expenses:
Investment advisory fees		8,537			13,067
Administration fees — Fund Shares		1,621			2,620
Administration fees — Institutional Shares		1,009			1,642
Administration fees — Class A		60			73
Administration fees — Class C		2			3
Administration fees — Class R6		76			69
Sub-Administration fees		22			28
12b-1 fees — Class A		100			122
12b-1 fees — Class C		12			23
Custodian fees		194			306
Transfer agent fees — Fund Shares		1,218			1,742
Transfer agent fees — Institutional Shares		1,009			1,642
Transfer agent fees — Class A		40			49
Transfer agent fees — Class C		1			2
Transfer agent fees — Class R6		15			14
Trustees' fees		36			50
Compliance fees		22			26
Legal and audit fees		76			109
State registration and filing fees		114			127
Interfund lending fees		—	(b)		1
Other expenses		397			455
Total Expenses		14,561			22,170
Expenses waived/reimbursed by Adviser		(404	)		(276	)
Net Expenses		14,157			21,894
Net Investment Income (Loss)		86,761			86,872
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		(98,054	)		(65,595	)
Net realized gains (losses) from futures contracts		(14,327	)		(12,683	)
Net change in unrealized appreciation/depreciation on investment securities		13,410			(362,280	)
Net change in unrealized appreciation/depreciation on futures contracts		3,804			332
Net realized/unrealized gains (losses) on investments		(95,167	)		(440,226	)
Change in net assets resulting from operations	$	(8,406	)	$	(353,354	)

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Rounds to less than $1 thousand.

See notes to financial statements.

Victory Portfolios III

Statements of Changes in Net Assets

(Amounts in Thousands)

	Victory Core Plus Intermediate Bond Fund
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021
From Investments:
Operations:
Net Investment Income (Loss)	$	86,761		$	86,872		$	95,661
Net realized gains (losses)		(112,381	)		(78,278	)		111,896
Net change in unrealized appreciation/depreciation		17,214			(361,948	)		(26,735	)
Change in net assets resulting from operations		(8,406	)		(353,354	)		180,822
Distributions to Shareholders:
Fund Shares		(40,721	)		(89,596	)		(117,150	)
Institutional Shares		(38,647	)		(84,811	)		(107,060	)
Class A		(1,407	)		(2,286	)		(2,629	)
Class C		(36	)		(90	)		(50	)
Class R6		(6,195	)		(7,269	)		(2,025	)
Change in net assets resulting from distributions to shareholders		(87,006	)		(184,052	)		(228,914	)
Change in net assets resulting from capital transactions		28,833			(143,545	)		171,322
Change in net assets		(66,579	)		(680,951	)		123,230
Net Assets:
Beginning of period		3,266,869			3,947,820			3,824,590
End of period	$	3,200,290		$	3,266,869		$	3,947,820
Capital Transactions:
Fund Shares
Proceeds from shares issued	$	130,125		$	180,520		$	271,402
Distributions reinvested		39,376			87,208			113,766
Cost of shares redeemed		(215,477	)		(365,222	)		(409,467	)
Total Fund Shares	$	(45,976	)	$	(97,494	)	$	(24,299	)
Institutional Shares
Proceeds from shares issued	$	281,605		$	523,253		$	381,200
Distributions reinvested		37,209			82,792			104,489
Cost of shares redeemed		(376,655	)		(761,725	)		(354,935	)
Total Institutional Shares	$	(57,841	)	$	(155,680	)	$	130,754
Class A
Proceeds from shares issued	$	16,301		$	21,469		$	7,156
Distributions reinvested		1,364			2,213			2,563
Cost of shares redeemed		(8,451	)		(11,138	)		(8,191	)
Total Class A	$	9,214		$	12,544		$	1,528
Class C
Proceeds from shares issued	$	33		$	947		$	2,484
Distributions reinvested		35			89			50
Cost of shares redeemed		(469	)		(1,188	)		(19	)
Total Class C	$	(401	)	$	(152	)	$	2,515
Class R6
Proceeds from shares issued	$	155,326		$	135,288		$	66,952
Distributions reinvested		6,171			7,221			1,669
Cost of shares redeemed		(37,660	)		(45,272	)		(7,797	)
Total Class R6	$	123,837		$	97,237		$	60,824
Change in net assets resulting from capital transactions	$	28,833		$	(143,545	)	$	171,322

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Statements of Changes in Net Assets

(Amounts in Thousands) (continued)

	Victory Core Plus Intermediate Bond Fund
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021
Share Transactions:
Fund Shares
Issued		14,292			17,357			24,607
Reinvested		4,336			8,379			10,340
Redeemed		(23,655	)		(35,775	)		(37,150	)
Total Fund Shares		(5,027	)		(10,039	)		(2,203	)
Institutional Shares
Issued		30,824			49,628			34,747
Reinvested		4,097			7,963			9,495
Redeemed		(41,355	)		(72,261	)		(32,129	)
Total Institutional Shares		(6,434	)		(14,670	)		12,113
Class A
Issued		1,785			2,111			652
Reinvested		150			214			233
Redeemed		(928	)		(1,090	)		(745	)
Total Class A		1,007			1,235			140
Class C
Issued		3			90			225
Reinvested		4			9			5
Redeemed		(51	)		(113	)		(2	)
Total Class C		(44	)		(14	)		228
Class R6
Issued		16,982			13,129			6,143
Reinvested		678			700			151
Redeemed		(4,134	)		(4,597	)		(717	)
Total Class R6		13,526			9,232			5,577
Change in Shares		3,028			(14,256	)		15,855

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

See notes to financial statements.

Victory Portfolios III

Financial Highlights

For a Share Outstanding Throughout Each Period

	Victory Core Plus Intermediate Bond Fund
	Fund Shares
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021			Year Ended July 31, 2020			Year Ended July 31, 2019			Year Ended July 31, 2018
Net Asset Value, Beginning of Period	$	9.53		$	11.06		$	11.21		$	10.78		$	10.33		$	10.70
Investment Activities:
Net investment income (loss)		0.26	(b)		0.25	(b)		0.28	(b)		0.36	(b)		0.38			0.37
Net realized and unrealized gains (losses)		(0.27	)		(1.25	)		0.25			0.58			0.46			(0.37	)
Total from Investment Activities		(0.01	)		(1.00	)		0.53			0.94			0.84			—
Distributions to Shareholders from:
Net investment income		(0.26	)		(0.25	)		(0.28	)		(0.36	)		(0.39	)		(0.37	)
Net realized gains		—			(0.28	)		(0.40	)		(0.15	)		—			—
Total Distributions		(0.26	)		(0.53	)		(0.68	)		(0.51	)		(0.39	)		(0.37	)
Net Asset Value, End of Period	$	9.26		$	9.53		$	11.06		$	11.21		$	10.78		$	10.33
Total Return (c) (d)		(0.05	)%		(9.39	)%		4.83	%		8.94	%		8.28	%		(0.03	)%
Ratios to Average Net Assets:
Net Expenses (e) (f) (g) (h)		0.66	%		0.65	%		0.63	%		0.58	%		0.64	%		0.63	%
Net Investment Income (Loss) (e)		3.76	%		2.39	%		2.50	%		3.32	%		3.71	%		3.50	%
Gross Expenses (e) (f)		0.67	%		0.65	%		0.63	%		0.58	%		0.64	%		0.63	%
Supplemental Data:
Net Assets at end of period (000's)	$	1,458,472		$	1,549,932		$	1,909,199		$	1,960,334		$	1,949,989		$	1,907,941
Portfolio Turnover (c) (i)		42	%		65	%		69	%		73	%(j)		35	%		15	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(e) Annualized for periods less than one year.

(f) Does not include acquired fund fees and expenses, if any.

(g) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through November 30, 2023, instead of coinciding with the Fund's fiscal year end.

(i) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(j) Reflects increased trading activity due to current year transition or asset allocation shift.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Victory Core Plus Intermediate Bond Fund
	Institutional Shares
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021			Year Ended July 31, 2020			Year Ended July 31, 2019			Year Ended July 31, 2018
Net Asset Value, Beginning of Period	$	9.54		$	11.06		$	11.22		$	10.78		$	10.33		$	10.70
Investment Activities:
Net investment income (loss)		0.26	(b)		0.25	(b)		0.28	(b)		0.37	(b)		0.39			0.38
Net realized and unrealized gains (losses)		(0.28	)		(1.24	)		0.24			0.59			0.45			(0.37	)
Total from Investment Activities		(0.02	)		(0.99	)		0.52			0.96			0.84			0.01
Distributions to Shareholders from:
Net investment income		(0.26	)		(0.25	)		(0.28	)		(0.37	)		(0.39	)		(0.38	)
Net realized gains		—			(0.28	)		(0.40	)		(0.15	)		—			—
Total Distributions		(0.26	)		(0.53	)		(0.68	)		(0.52	)		(0.39	)		(0.38	)
Net Asset Value, End of Period	$	9.26		$	9.54		$	11.06		$	11.22		$	10.78		$	10.33
Total Return (c) (d)		(0.10	)%		(9.24	)%		4.80	%		9.11	%		8.35	%		0.04	%
Ratios to Average Net Assets:
Net Expenses (e) (f) (g) (h)		0.59	%		0.58	%		0.57	%		0.51	%		0.58	%		0.56	%
Net Investment Income (Loss) (e)		3.82	%		2.46	%		2.56	%		3.39	%		3.77	%		3.57	%
Gross Expenses (e) (f)		0.62	%		0.60	%		0.59	%		0.52	%		0.58	%		0.56	%
Supplemental Data:
Net Assets at end of period (000's)	$	1,396,075		$	1,499,048		$	1,901,458		$	1,791,887		$	1,798,154		$	1,964,377
Portfolio Turnover (c) (i)		42	%		65	%		69	%		73	%(j)		35	%		15	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(e) Annualized for periods less than one year.

(f) Does not include acquired fund fees and expenses, if any.

(g) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through November 30, 2023, instead of coinciding with the Fund's fiscal year end.

(i) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(j) Reflects increased trading activity due to current year transition or asset allocation shift.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Victory Core Plus Intermediate Bond Fund
	Class A
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021			Year Ended July 31, 2020			Year Ended July 31, 2019			Year Ended July 31, 2018
Net Asset Value, Beginning of Period	$	9.52		$	11.05		$	11.20		$	10.77		$	10.32		$	10.69
Investment Activities:
Net investment income (loss)		0.24	(b)		0.22	(b)		0.25	(b)		0.33	(b)		0.35			0.34
Net realized and unrealized gains (losses)		(0.27	)		(1.25	)		0.25			0.58			0.45			(0.37	)
Total from Investment Activities		(0.03	)		(1.03	)		0.50			0.91			0.80			(0.03	)
Distributions to Shareholders from:
Net investment income		(0.24	)		(0.22	)		(0.25	)		(0.33	)		(0.35	)		(0.34	)
Net realized gains		—			(0.28	)		(0.40	)		(0.15	)		—			—
Total Distributions		(0.24	)		(0.50	)		(0.65	)		(0.48	)		(0.35	)		(0.34	)
Net Asset Value, End of Period	$	9.25		$	9.52		$	11.05		$	11.20		$	10.77		$	10.32
Total Return (excludes sales charge) (c) (d)		(0.24	)%		(9.64	)%		4.55	%		8.66	%		7.97	%		(0.31	)%
Ratios to Average Net Assets:
Net Expenses (e) (f) (g) (h)		0.92	%		0.92	%		0.91	%		0.86	%		0.93	%		0.90	%
Net Investment Income (Loss) (e)		3.52	%		2.16	%		2.22	%		3.06	%		3.42	%		3.22	%
Gross Expenses (e) (f)		0.93	%		0.92	%		0.92	%		0.86	%		0.93	%		0.90	%
Supplemental Data:
Net Assets at end of period (000's)	$	59,996		$	52,190		$	46,911		$	45,991		$	50,892		$	53,308
Portfolio Turnover (c) (i)		42	%		65	%		69	%		73	%(j)		35	%		15	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(e) Annualized for periods less than one year.

(f) Does not include acquired fund fees and expenses, if any.

(g) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through November 30, 2023, instead of coinciding with the Fund's fiscal year end.

(i) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(j) Reflects increased trading activity due to current year transition or asset allocation shift.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Victory Core Plus Intermediate Bond Fund
	Class C
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021			June 29, 2020(b) through 7/31/2020
Net Asset Value, Beginning of Period	$	9.53		$	11.05		$	11.20		$	10.99
Investment Activities:
Net investment income (loss)		0.19	(c)		0.15	(c)		0.16	(c)		0.02	(c)
Net realized and unrealized gains (losses)		(0.27	)		(1.23	)		0.27			0.21
Total from Investment Activities		(0.08	)		(1.08	)		0.43			0.23
Distributions to Shareholders from:
Net investment income		(0.20	)		(0.16	)		(0.18	)		(0.02	)
Net realized gains		—			(0.28	)		(0.40	)		—
Total Distributions		(0.20	)		(0.44	)		(0.58	)		(0.02	)
Net Asset Value, End of Period	$	9.25		$	9.53		$	11.05		$	11.20
Total Return (excludes contingent deferred sales charge) (d) (e)		(0.82	)%		(10.11	)%		3.90	%		2.09	%
Ratios to Average Net Assets:
Net Expenses (f) (g) (h) (i)		1.56	%		1.54	%		1.53	%		1.53	%
Net Investment Income (Loss) (f)		2.85	%		1.51	%		1.50	%		2.06	%
Gross Expenses (f) (g)		2.82	%		1.99	%		2.60	%		175.78	%
Supplemental Data:
Net Assets at end of period (000's)	$	1,594		$	2,059		$	2,544		$	19
Portfolio Turnover (d) (j)		42	%		65	%		69	%		73	%(k)

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Commencement of operations.

(d) Not annualized for periods less than one year.

(f) Annualized for periods less than one year.

(g) Does not include acquired fund fees and expenses, if any.

(h) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning June 29, 2020, and in effect through November 30, 2023, instead of coinciding with the Fund's fiscal year end.

(i) The amount of any waivers or reimbursements and the amount of any recoupment are calculated without regard to the impact of any performance adjustment to the Fund's management fee.

(j) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(k) Reflects increased trading activity due to current year transition or asset allocation shift.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Victory Core Plus Intermediate Bond Fund
	Class R6
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021			Year Ended July 31, 2020				Year Ended July 31, 2019			Year Ended July 31, 2018
Net Asset Value, Beginning of Period	$	9.54		$	11.06		$	11.22		$	10.79			$	10.33		$	10.71
Investment Activities:
Net investment income (loss)		0.28	(b)		0.27	(b)		0.29	(b)		0.37	(b)	��		0.41			0.39
Net realized and unrealized gains (losses)		(0.29	)		(1.24	)		0.25			0.59				0.46			(0.38	)
Total from Investment Activities		(0.01	)		(0.97	)		0.54			0.96				0.87			0.01
Distributions to Shareholders from:
Net investment income		(0.27	)		(0.27	)		(0.30	)		(0.38	)			(0.41	)		(0.39	)
Net realized gains		—			(0.28	)		(0.40	)		(0.15	)			—			—
Total Distributions		(0.27	)		(0.55	)		(0.70	)		(0.53	)			(0.41	)		(0.39	)
Net Asset Value, End of Period	$	9.26		$	9.54		$	11.06		$	11.22			$	10.79		$	10.33
Total Return (c) (d)		0.03	%		(9.08	)%		4.97	%		9.14	%			8.66	%		0.12	%
Ratios to Average Net Assets:
Net Expenses (e) (f) (g) (h)		0.42	%		0.41	%		0.42	%		0.39	%			0.39	%		0.39	%
Net Investment Income (Loss) (e)		4.04	%		2.70	%		2.65	%		3.45	%			3.96	%		3.74	%
Gross Expenses (e) (f)		0.44	%		0.43	%		0.46	%		0.46	%			0.74	%		0.80	%
Supplemental Data:
Net Assets at end of period (000's)	$	284,153		$	163,640		$	87,708		$	26,359			$	5,513		$	4,994
Portfolio Turnover (c) (i)		42	%		65	%		69	%		73	%(j)			35	%		15	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(e) Annualized for periods less than one year.

(f) Does not include acquired fund fees and expenses, if any.

(g) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through November 30, 2023, instead of coinciding with the Fund's fiscal year end.

(i) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(j) Reflects increased trading activity due to current year transition or asset allocation shift.

See notes to financial statements.

Victory Portfolios III

Notes to Financial Statements
April 30, 2023

1. Organization:

The accompanying financial statements are those of the Victory Core Plus Intermediate Bond Fund (formerly USAA Intermediate-Term Bond Fund) (the "Fund"). The Fund offers five classes of shares: Fund Shares, Institutional Shares, Class A, Class C, and Class R6. The Fund is classified as diversified under the 1940 Act.

2. Significant Accounting Policies:

Investment Valuation:

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:

• Level 1 — quoted prices (unadjusted) in active markets for identical securities

• Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, or credit spreads, applicable to those securities, etc.)

• Level 3 — significant unobservable inputs (including the Adviser's assumptions in determining the fair value of investments)

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Notes to Financial Statements — continued
April 30, 2023

Investments in open-end investment companies, other than ETFs, are valued at their net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.

	Level 1		Level 2		Level 3		Total
Asset-Backed Securities	$	—	$	556,304	$	—	$	556,304
Collateralized Mortgage Obligations		—		559,450		—		559,450
Preferred Stocks		16,282		—		—		16,282
Senior Secured Loans		—		68,816		—		68,816
Corporate Bonds		—		799,379		—		799,379
Yankee Dollars		—		160,149		—		160,149
Municipal Bonds		—		67,354		—		67,354
U.S. Government Agency Mortgages		—		146,956		—		146,956
U.S. Treasury Obligations		—		749,105		—		749,105
Commercial Paper		—		44,823		—		44,823
Collateral for Securities Loaned		13,439		—		—		13,439
Total	$	29,721	$	3,152,336	$	—	$	3,182,057
Other Financial Investments*
Assets:
Futures Contracts	$	7,381	$	—	$	—	$	7,381
Total	$	7,381	$	—	$	—	$	7,381

* Futures contracts are valued at the unrealized appreciation (depreciation) on the investment.

As of April 30, 2023, there were no transfers into/out of Level 3.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Real Estate Investment Trusts ("REITs"):

Investment Companies:

Open-End Funds:

Securities Purchased on a Delayed-Delivery or When-Issued Basis:

The Fund may purchase securities on a delayed-delivery or when-issued basis. Delivery and payment for securities that have been purchased by the Fund on a delayed-delivery or when-issued basis, or for delayed draws on loans can generally take place within 35 days after the trade date. Securities that require more than 35 days to settle are considered a senior security and subject to Rule 18f-4. At the time the Fund makes the commitment to purchase a security on a delayed-delivery or when-issued basis, the Fund records the transaction and reflects the value of the security in determining NAV. No interest accrues to the Fund until the transaction settles and payment takes place. If the Fund owns delayed-delivery or when-issued securities, these values are included in Payables for Investments purchased on the accompanying Statement of Assets and Liabilities.

Municipal Obligations:

Mortgage- and Asset-Backed Securities:

Leveraged Loans:

The Fund may invest in leveraged loans, a type of bank loan. Leveraged loans are adjustable-rate bank loans made to companies rated below investment grade. The interest rates on leveraged loans are

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

reset periodically based upon the fluctuations of a base interest rate such as the Secured Overnight Financing Rate ("SOFR") or London Interbank Offered Rate ("LIBOR") and a "spread" above that base interest rate that represents a risk premium to the lending banks and/or other participating investors. Many bank loans bear an adjustable rate of interest; however, leveraged loans provide for a greater "spread" over the base interest rate than other bank loans because they are considered to represent a greater credit risk. Because they are perceived to represent a greater credit risk, leveraged loans possess certain attributes that are similar to high-yield securities. However, because they are often secured by collateral of the borrower, leveraged loans possess certain attributes that are similar to other bank loans.

Below-Investment-Grade Securities:

Derivative Instruments:

Futures Contracts:

During the nine months ended April 30, 2023, the Fund entered into futures contracts primarily for the strategy of gaining exposure to a particular asset class or securities market.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Summary of Derivative Instruments:

The following table summarizes the fair values of derivative instruments on the Statement of Assets and Liabilities, categorized by risk exposure, as of April 30, 2023 (amounts in thousands):

	Assets
	Variation Margin Receivable on Open Futures Contracts*
Interest Rate Risk Exposure	$	7,381

The following table presents the effect of derivative instruments on the Statements of Operations, categorized by risk exposure, for the nine months ended April 30, 2023 (amounts in thousands):

	Net Realized Gains (Losses) on Derivatives Recognized as a Result of Operations			Net Change in Unrealized Appreciation/Depreciation on Derivatives Recognized as a Result of Operations
	Net Realized Gains (Losses) from Futures Contracts			Net Change in Unrealized Appreciation/Depreciation on Futures Contracts
Interest Rate Risk Exposure	$	(14,327	)	$	3,804

The following table presents the effect of derivative instruments on the Statements of Operations, categorized by risk exposure, for the year ended July 31, 2022 (amounts in thousands):

	Net Realized Gains (Losses) on Derivatives Recognized as a Result of Operations			Net Change in Unrealized Appreciation/Depreciation on Derivatives Recognized as a Result of Operations
	Net Realized Gains (Losses) from Futures Contracts			Net Change in Unrealized Appreciation/Depreciation on Futures Contracts
Interest Rate Risk Exposure	$	(12,683	)	$	332

Investment Transactions and Related Income:

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Notes to Financial Statements — continued
April 30, 2023

Securities Lending:

The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or repledged, except to satisfy borrower default.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of April 30, 2023.

Value of Securities on Loan				Non-Cash Collateral				Cash Collateral
$	13,067			$	—			$	13,439

Federal Income Taxes:

The Fund intends to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund had a tax year end of July 31, and effective April 30, 2023, the Fund changed its tax year end to April 30.

Allocations:

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the nine months ended April 30, 2023, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities				U.S. Government Securities
Purchases		Sales		Purchases		Sales
$	820,751	$	1,073,756	$	451,032	$	194,430

4. Affiliated Fund Ownership:

Affiliated Victory Portfolios III Mutual Funds	Ownership%
Victory Cornerstone Conservative Fund		1.3
Victory Target Retirement Income Fund		1.3
Victory Target Retirement 2030 Fund		1.9
Victory Target Retirement 2040 Fund		1.1
Victory Target Retirement 2050 Fund		0.7
Victory Target Retirement 2060 Fund		0.1

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.50% of the first $50 million of the Fund's average daily net assets, 0.40% of that portion of the Fund's average daily net assets over $50 million but not over $100 million, and 0.30% of that portion of the Fund's average daily net assets over $100 million. Amounts incurred and paid to VCM for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Investment advisory fees.

The performance adjustment for each share class is accrued daily and calculated monthly by comparing the respective class' performance to that of the Lipper Core Plus Bond Funds Index. The Lipper Core Plus Bond Funds Index tracks the total return performance of the largest funds within the Lipper Core Plus Bond Funds category.

The performance period for each share class consists of the current month plus the previous 35 months. The following table is utilized to determine the extent of the performance adjustment:

Over/Under Performance Relative to Index (in basis points)^(a)		Annual Adjustment Rate (in basis points)
	+/- 20 to 50		+/- 4
	+/- 51 to 100		+/- 5
	+/- 101 and greater		+/- 6

(a) Based on the difference between the average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point.

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Notes to Financial Statements — continued
April 30, 2023

Under the performance fee arrangement, each class pays a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper Core Plus Bond Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period August 1, 2022, to April 30, 2023, performance adjustments were $764, $752, $19, less than $1, and $40 for Fund Shares, Institutional Shares, Class A, Class C, and Class R6, in thousands, respectively. Performance adjustments were 0.07%, 0.07%, 0.05%, 0.03%, and 0.03% for Fund Shares, Institutional Shares, Class A, Class C and Class R6, respectively. For the period August 1, 2021, to July 31, 2022, performance adjustments were $1,102, $1,030, $23, less than $1, and $28 for Fund Shares, Institutional Shares, Class A, Class C, and Class R6, in thousands, respectively. Performance adjustments were 0.06%, 0.06%, 0.05%, less than 0.01%, and 0.02% for Fund Shares, Institutional Shares, Class A, Class C, and Class R6, respectively. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019, permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the nine months ended April 30, 2023, and the year ended July 31, 2022, the Fund had no subadvisers.

Administration and Servicing Fees:

VCM also serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15%, 0.10%, 0.15%, 0.15%, and 0.05%, which is based on the Fund's average daily net assets of the Fund Shares, Institutional Shares, Class A, Class C, and Class R6, respectively. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Administration fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Fund reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Sub-Administration fees.

The Fund (as part of the Trust) has entered into an agreement with the Adviser to provide compliance services, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration, and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. The funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Compliance fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser, provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

charge of $25.50 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent fees for Institutional Shares, Class A, Class C, and Class R6, are paid monthly based on a fee accrued daily at an annualized rate of 0.10%, 0.10%, 0.10%, and 0.01%, respectively, of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Transfer agent fees.

Distributor/Underwriting Services:

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 1.00% of the average daily net assets of Class C and 0.25% of the average daily net assets of Class A. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activity primarily intended to result in the sale of Class A and Class C. Amounts incurred and paid to the Distributor for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions in connection with sales of Class A and Class C. For the nine months ended April 30, 2023, the Distributor received $1 thousand from commissions earned in connection with sales of Class A. For the year ended July 31, 2022, the Distributor received $2 thousand from commissions earned in connection with sales of Class A.

Other Fees:

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least November 30, 2023. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limits for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Performance adjustments, acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of April 30, 2023, the expense limits (excluding voluntary waivers) were 0.59%, 0.52%, 0.87%, 1.53%, and 0.39% for Fund Shares, Institutional Shares, Class A, Class C, and Class R6, respectively.

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Notes to Financial Statements — continued
April 30, 2023

Expires 2023				Expires 2024				Expires 2025				Expires 2026				Total
$	5			$	280			$	276			$	404			$	965

As of July 31, 2022, the following amounts were available to be repaid to the Adviser (amounts in thousands).

Expires 2023				Expires 2024				Expires 2025				Total
$	200			$	280			$	276			$	756

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the nine months ended April 30, 2023, and the year ended July 31, 2022.

6. Risks:

The Fund may be subject to other risks in addition to these identified risks.

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April 30, 2023

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, terrorism, trade disputes, inflation rates, interest rate levels and other fiscal and monetary policy changes, cybersecurity incidents, pandemics and other public health crises, sanctions against a particular foreign country, its nationals, businesses or industries and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, or other catastrophes, may add to instability in global economies and markets generally, and may lead to increased market volatility. Global economies and financial markets are highly interconnected, which increases the possibility that conditions in one country or region might adversely affect issuers in another country or region. The impact of these and other factors may be short-term or may last for extended periods.

7. Borrowing and Interfund Lending:

Line of Credit:

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Notes to Financial Statements — continued
April 30, 2023

2023, interest was based on the one-month SOFR plus 1.10 percent. The Fund did not experience a material financial impact transitioning from LIBOR to SOFR. Effective with the next amendment on June 27, 2023, the annual commitment fee of 0.15% will remain unchanged. Interest charged to the Fund during the period, if applicable, is reflected on the Statements of Operations under Line of credit fees.

The average borrowing for the days outstanding and average interest rate for the Fund during the nine months ended April 30, 2023, were as follows (amounts in thousands):

Amount Outstanding at April 30, 2023				Average Borrowing*				Average Interest Rate*				Maximum Borrowing During the Period
$	—			$	1,721				5.90	%		$	1,721

* Based on the number of days borrowings were outstanding for the nine months ended April 30, 2023.

The Fund had no borrowings under the Line of Credit agreement during the year ended July 31, 2022.

Interfund Lending:

The Trust and the Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other fund in the Victory Funds Complex that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending.

The average borrowing or lending for the days outstanding and average interest rate for the Fund during the nine months ended April 30, 2023, were as follows (amounts in thousands):

Borrower or Lender				Amount Outstanding at April 30, 2023				Average Borrowing*				Average Interest Rate*				Maximum Borrowing During the Period
Borrower				$	—			$	978				5.36	%		$	978

* Based on the number of days borrowings were outstanding for the nine months ended April 30, 2023.

The average borrowing or lending for the days outstanding and average interest rate for the Fund during the year ended July 31, 2022, were as follows (amounts in thousands):

Borrower or Lender				Amount Outstanding at July 31, 2022				Average Borrowing*				Average Interest Rate*				Maximum Borrowing During the Period
Borrower				$	—			$	6,435				0.58	%		$	8,180

* Based on the number of days borrowings were outstanding for the year ended July 31, 2022.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

8. Federal Income Tax Information:

The amounts of dividends from net investment income and distributions from net realized gains (collectively, distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

As of April 30, 2023, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.

Nine Months Ended April 30, 2023
Distributions Paid From
Ordinary Income		Total Distributions Paid
$	87,006	$	87,006

Year Ended July 31, 2022						Year Ended July 31, 2021
Distributions Paid From						Distributions Paid From
Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid		Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid
$	118,660	$	65,392	$	184,052	$	145,986	$	82,928	$	228,914

As of April 30, 2023, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed Ordinary Income				Other Earnings (Loss)				Distributions Payable				Accumulated Earnings				Accumulated Capital and Other Losses				Unrealized Appreciation (Depreciation)*				Total Accumulated Earnings (Loss)
$	189			$	74			$	(354	)		$	(91	)		$	(185,112	)		$	(216,194	)		$	(401,397	)

* The difference between the book-basis and tax-basis of unrealized appreciation (depreciation) is attributable to the tax deferral of losses on wash sales, hybrid accruals on interest purchased, perpetual bonds, as of trades, and derivatives.

Short-Term Amount				Long-Term Amount				Total
$	77,750			$	107,362			$	185,112

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Cost of Investments for Federal Tax Purposes				Gross Unrealized Appreciation				Gross Unrealized Depreciation				Net Unrealized Appreciation (Depreciation)
$	3,398,251			$	19,772			$	(235,966	)		$	(216,194	)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of Victory Core Plus Intermediate Bond Fund (Formerly USAA Intermediate-Term Bond Fund)

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Victory Core Plus Intermediate Bond Fund (formerly USAA Intermediate-Term Bond Fund) (the "Fund") (one of the funds constituting Victory Portfolios III (formerly USAA Mutual Funds Trust) (the "Trust")), including the schedule of portfolio investments as of April 30, 2023, and the related statements of operations for the period from August 1, 2022 through April 30, 2023 and the year ended July 31, 2022, the statements of changes in net assets for the period from August 1, 2022 through April 30, 2023 and each of the two years in the period ended July 31, 2022, the financial highlights for the period from August 1, 2022 through April 30, 2023 and each of the five years in the period ended July 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting Victory Portfolios III) at April 30, 2023, the results of its operations for the period from August 1, 2022 through April 30, 2023 and the year ended July 31, 2022, the changes in its net assets for the period from August 1, 2022 through April 30, 2023 and each of the two years in the period ended July 31, 2022, and its financial highlights for the period from August 1, 2022 through April 30, 2023 and each of the five years in the period ended July 31, 2022, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2023, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
June 28, 2023

Victory Portfolios III

Supplemental Information
April 30, 2023

(Unaudited)

Trustee and Officer Information

Board of Trustees:

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Independent Trustees

Jefferson C. Boyce
(September 1957)

Independent Chair

Trustee since September 2013, Independent Chair since January 2021

Retired.

Westhab, Inc., New York Theological Seminary, American Filtration Corp.

Dawn M. Hawley
(February 1954)

Trustee

Trustee since April 2014

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Daniel S. McNamara
(June 1966)

Trustee

Trustee since January 2012

None

Paul L. McNamara
(July 1948)

Trustee

Trustee since January 2012

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Richard Y. Newton, III (January 1956)

Trustee

Trustee since March 2017

Terran Orbital Corp., American Made Filtration Corp.

Barbara B. Ostdiek, Ph.D.
(March 1964)

Trustee

Trustee since January 2008

None

John C. Walters
(February 1962)

Trustee

Trustee since July 2019

Retired.

Guardian Variable Products Trust (16 series)

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Fund

Term of
Office and
Length of
Time Served

Principal Occupation(s) Held
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Interested Trustee

David C. Brown
(May 1972)

Trustee

Trustee since July 2019

45 portfolios within the Trust; 40 portfolios within the Victory Portfolios, 25 series within the Victory Portfolios II, and 6 series within the Victory Variable Insurance Funds

None

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Officers of the Trust

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

James K. De Vries
(April 1969)

President

March 2018*

Scott Stahorsky
(July 1969)

Vice President

July 2019

Thomas Dusenberry
(July 1977)

Secretary

June 2022

Allan Shaer,
(March 1965)

Treasurer

July 2019*

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

Christopher Ponte,
(March 1984)

Assistant Treasurer

May 2023

Carol D. Trevino
(October 1965)

Assistant Treasurer

September
2018

Director, Financial Reporting, Fund Administration (5/1/23-present); Director, Accounting and Finance, the Adviser (7/1/19-4/30/23); Accounting/Financial Director, USAA (12/13-6/30/19). Ms. Trevino also serves as Assistant Treasurer of Victory Portfolios, Victory Portfolios II, and Victory Variable Insurance Funds (2/28/23-present).

Charles Booth
(April 1960)

Anti-Money Laundering Compliance Officer and Identity Theft Officer

July 2019

Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (2007-present).

Sean Fox
(September 1976)

Chief Compliance Officer

June 2022

* Effective May 1, 2023, Mr. De Vries resigned as Treasurer and accepted the position of President, and Mr. Shaer resigned as Assistant Treasurer and accepted the position of Treasurer.

Effective May 1, 2023, Christopher Dyer resigned as the President of the Trust.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent 12 months ended June 30 is available on the SEC's website at sec.gov.

Availability of Schedules of Portfolio Investments:

Expense Examples

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from November 1, 2022, through April 30, 2023.

	Beginning Account Value 11/1/22		Actual Ending Account Value 4/30/23		Hypothetical Ending Account Value 4/30/23		Actual Expenses Paid During Period 11/1/22- 4/30/23*		Hypothetical Expenses Paid During Period 11/1/22- 4/30/23*		Annualized Expense Ratio During Period 11/1/22- 4/30/23
Fund Shares	$	1,000.00	$	1,077.80	$	1,021.52	$	3.40	$	3.31		0.66	%
Institutional Shares		1,000.00		1,078.10		1,021.87		3.04		2.96		0.59	%
Class A		1,000.00		1,076.50		1,020.23		4.74		4.61		0.92	%
Class C		1,000.00		1,073.00		1,017.01		8.07		7.85		1.57	%
Class R6		1,000.00		1,079.10		1,022.71		2.17		2.11		0.42	%

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Additional Federal Income Tax Information

Dividends Received Deduction (corporate shareholders)				Qualified Dividend Income (non-corporate shareholders)
	0.82	%			0.82	%

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

Victory Core Plus Intermediate Bond Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of Victory Portfolios III Trust (the "Trust") held on December 8-9, 2022, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 8-9, 2022 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 21, 2022.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

Advisory Agreement

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management program, (iv) derivatives risk management program, and (v) cybersecurity programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's net management fee rate — which includes advisory and administrative services and the effects of any performance adjustment, as well as any fee waivers and reimbursements — was above the medians of its expense group and its expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were equal to the median of its expense group and below the median of its expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and its affiliates and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Liquidity Risk Management Program:

The Victory Portfolio III Funds (the "Trust") have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage the Fund's liquidity risk, taking into consideration the Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short- and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The Trust's Board of Trustees approved the appointment of the Fund's investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.

At a meeting held on March 10, 2023, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-RN (prior to August 2022, Form N-LIQUID) and recommended no material changes to the LRMP.

Privacy Policy

Protecting the Privacy of Information

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic, and procedural safeguards to guard your personal information.*

P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our website at:				Call
vcm.com				(800) 235-8396

40050-0723

April 30, 2023

Annual Report

Victory High Income Fund

(Formerly USAA^® High Income Fund)

vcm.com

News, Information And Education 24 Hours A Day, 7 Days A Week

• Detailed performance records

• Daily share prices

• The latest fund news

• Investment resources to help you become a better investor

• A section dedicated to investment professionals

Victory Portfolios III

TABLE OF CONTENTS

Shareholder Letter (Unaudited)					2
Manager's Commentary (Unaudited)					4
Investment Overview (Unaudited)					6
Investment Objective & Portfolio Holdings (Unaudited)					7
Schedule of Portfolio Investments					8
Financial Statements
Statement of Assets and Liabilities					24
Statements of Operations					25
Statements of Changes in Net Assets					26
Financial Highlights					28
Notes to Financial Statements					32
Report of Independent Registered Public Accounting Firm					45
Supplemental Information (Unaudited)					46
Trustee and Officer Information					46
Proxy Voting and Portfolio Holdings Information					52
Expense Examples					52
Additional Federal Income Tax Information					53
Advisory Contract Approval					54
Liquidity Risk Management Program					57
Privacy Policy (inside back cover)

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

For more specific information, please consult your tax adviser.

• NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE

(Unaudited)

Dear Shareholder,

If you are reading this letter but double-checking your calendar, be assured there's no mistake. The annual reporting period for your Victory Mutual Fund (formerly USAA^® Mutual Fund) has shifted from a fiscal year ended July 31^st to a fiscal year ended April 30^th. This change has no impact on any of your investments and simply aims to help us improve efficiencies and reduce operational costs. Therefore, this letter covers an abbreviated "annual" period from August 1, 2022, through April 30, 2023. Future annual reports will cover the 12-month period ended April 30 going forward.

From all of us here at Victory Capital, thank you for your ongoing confidence and for letting us help you work toward your investment goals.

James De Vries

President,
Victory Funds

Victory High Income Fund

Managers' Commentary
(Unaudited)

• What were the market conditions during the reporting period?

Similarly, high yield credit spreads (as measured by the Bloomberg U.S. High Yield 2% Issuer Capped Index) gyrated quite a bit during the period, hitting a high of 570 bps (a basis point is 1/100^th of a percentage point) in September and a low of 403 bps in February. Credit spreads widened again in the wake of three regional bank failures in March. Most of the widening occurred in lower rated CCC credits, while investors de-risked and added exposure to higher quality BB credits which did not widen that much. However, spreads were relatively unchanged at the end of the period at 479 bps, down from 498 bps at the start of the reporting period.

After a turbulent year in 2022, the markets have recovered somewhat. The S&P 500 was up 2.27% for the period after posting a loss of 18.11% for all of 2022. Similarly, the high yield bond market did better, posting a gain, with the Bloomberg U.S. High Yield 2% Issuer Capped Index (the "Index") up 2.24% for the period, but down 11.18% in 2022.

High-yield bond default expectations have begun to rise but are still below historical averages. According to Moody's, the U.S. high-yield latest-12-month default rate was 2.7% in March 2023, up from 1.4% at the beginning of the reporting period. Default rates are expected to continue to rise as the Fed has tightened financial conditions.

• How did the Victory High Income Fund (the "Fund") perform during the reporting period?

The Fund has four share classes: Fund Shares, Institutional Shares, Class A, and Class R6. The Fund's fiscal year-end changed this year to April 30 from July 31, resulting in a shorter reporting period for fiscal year ended 2023. For the nine-month reporting period ended April 30, 2023, the Fund Shares, Institutional Shares, Class A, and Class R6 had total returns (at net asset value) of 2.00%, 2.11%, 1.91%, and 2.19%, respectively. This compares to returns of 2.24% for the Bloomberg U.S. High Yield 2% Issuer Capped Index and 2.09% for the Lipper High Yield Bond Funds Index.

Victory High Income Fund

Managers' Commentary (continued)

• What strategies did you employ during the reporting period?

The Fund earned a positive total return during the reporting period and slightly underperformed the Index. The positive total return was driven primarily by higher coupon income offset by the increase in Treasury rates. The fund's holdings of floating rate senior secured banks loan and other floating rate debt aided performance during the rate rising environment for the reporting period. Allocation and selection also added to performance. Reflecting the portfolio's diversification, the Fund's results were spread among a variety of sectors. Within corporate bonds, the Fund benefited from security selection in retailers, midstream, packaging, and consumer cyclical services. The fund also benefitted from its asset allocation and underweight holdings relative to the index in the technology and retail sectors. Certain other market segments weighed on relative performance. These included oil field services, media, gaming, and wirelines. From a credit risk perspective, asset allocation to and security selection in BBs and underweight to CCC credits provided the most outperformance, while our security selection within B rated high yield bonds underperformed the Index. Our allocation to cash and other fixed income asset classes such as senior secured bank loans, commercial mortgage-backed securities, and collateralized loan obligations also aided performance. We continued to adhere to our disciplined investment approach, which seeks to maintain an attractive yield with an acceptable level of risk.

Thank you for allowing us to assist you with your investment needs.

Victory High Income Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended April 30, 2023

Fund Shares

Institutional
Shares

Class A

Class R6

INCEPTION DATE

8/2/99

8/1/08

8/2/10

12/1/16

Net Asset
Value

Maximum
Offering
Price

Net Asset
Value

Bloomberg
US High Yield
2% Issuer
Capped
Index¹

Lipper
High Yield
Bond Funds
Index²

One Year

0.80

0.94

0.70

–1.52

1.09

1.21

0.63

Five Year

2.10

2.20

1.98

1.53

2.42

3.27

2.93

Ten Year

3.11

3.20

2.91

2.68

N/A

4.01

3.52

Since Inception

N/A

3.29

N/A

Victory High Income Fund — Growth of $10,000

¹The unmanaged Bloomberg US High Yield 2% Issuer Capped Index is an index comprised of fixed rate, non-investment grade debt securities that are dollar denominated and nonconvertible. The index limits the maximum exposure to any one issuer to 2%. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²The unmanaged Lipper High Yield Bond Funds Index tracks the total return performance of the funds within the Lipper High Yield Funds category. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Victory Portfolios III
Victory High Income Fund

April 30, 2023

(Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide an attractive total return primarily through high current income and secondarily through capital appreciation.

Sector Allocation*:

April 30, 2023

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Victory Portfolios III
Victory High Income Fund

Schedule of Portfolio Investments
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares or Principal Amount		Value
Asset-Backed Securities (2.1%)
Chesapeake Funding II LLC, Series 2023-1A, Class D, 6.69%, 5/15/35, Callable 12/15/25 @ 100 (a)	$	375	$	377
Evergreen Credit Card Trust, Series 2022-CRT1, Class C, 6.19%, 7/15/26 (a)		3,000		2,962
Evergreen Credit Card Trust, Series 2022-CRT2, Class C, 7.44%, 11/15/26 (a)		3,000		3,012
Ford Credit Auto Owner Trust, Series 2023-1, Class D, 6.26%, 8/15/35, Callable 2/15/28 @ 100 (a)		1,966		1,972
Hertz Vehicle Financing LLC, Series 2022-4A, Class B, 4.12%, 9/25/26, Callable 9/25/25 @ 100 (a)		1,070		1,027
LAD Auto Receivables Trust, Series 2023-1A, Class D, 7.30%, 6/17/30, Callable 11/15/26 @ 100 (a)		2,263		2,251
NP SPE II LLC, Series 2019-2A, Class C1, 6.44%, 11/19/49, Callable 11/19/23 @ 100 (a)		2,176		1,948
Santander Bank Auto Credit-Linked Notes, Series 2022-B, Class E, 8.68%, 8/16/32, Callable 12/15/25 @ 100 (a)		2,028		1,993
SCF Equipment Leasing LLC, Series 2022-2A, Class D, 6.50%, 10/20/32, Callable 8/20/29 @ 100 (a)		989		895
United Auto Credit Securitization Trust, Series 2023-1, Class C, 6.28%, 7/10/28, Callable 2/10/27 @ 100 (a)		2,500		2,504
VB-S1 Issuer LLC, Series 2022-1A, Class F, 5.27%, 2/15/52, Callable 2/15/26 @ 100 (a)		3,000		2,718
Total Asset-Backed Securities (Cost $21,865)				21,659
Collateralized Mortgage Obligations (3.1%)
720 East CLO Ltd., Series 2022-1A, Class D, 10.72% (TSFR3M+615bps), 1/20/36, Callable 1/20/25 @ 100 (a) (b)		9,500		9,151
720 East CLO Ltd., Series 2023-1A, Class E, 13.53% (TSFR3M+865bps), 4/15/36, Callable 4/15/25 @ 100 (a) (b)		12,750		12,378
Aventura Mall Trust, Series 2018-AVM, Class C, 4.25%, 7/5/40 (a) (c)		3,000		2,646
Barrow Hanley CLO I Ltd., Series 2023-1A, Class D, 11.03% (TSFR3M+616bps), 4/20/35, Callable 4/20/24 @ 100 (a) (b)		3,700		3,643
BPR Trust, Series 2022-STAR, Class A, 8.12% (TSFR1M+323bps), 8/15/24 (a) (b)		2,536		2,534
BXP Trust, Series 2021-601L, Class D, 2.87%, 1/15/44 (a) (c)		2,000		1,278
CHL Mortgage Pass-Through Trust, Series 2004-25, Class 1A6, 5.98% (LIBOR01M+96bps), 2/25/35, Callable 5/25/23 @ 100 (b)		486		72
Total Collateralized Mortgage Obligations (Cost $32,254)				31,702
Common Stocks (0.4%)
Communication Services (0.1%):
AT&T, Inc.		39,101		691
Energy (0.2%):
BP PLC, ADR		9,808		395
GenOn Energy, Inc.		16,168		1,590
Sabine Oil & Gas Holdings, Inc. (d)		2,824		—	(e)
Shell PLC, ADR		1,159		72
				2,057

See notes to financial statements.

Victory Portfolios III
Victory High Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares or Principal Amount		Value
Real Estate (0.1%):
Crown Castle, Inc.		6,253	$	770
Total Common Stocks (Cost $5,469)				3,518
Preferred Stocks (2.0%)
Communication Services (0.2%):
Qwest Corp., 6.50%, 9/1/56		135,286		1,802
Consumer Staples (0.4%):
CHS, Inc., cumulative redeemable, Series 1, 7.88% (f)		87,180		2,280
CHS, Inc., cumulative redeemable, Series 2, 7.10% (LIBOR03M+429bps) (b) (f)		76,204		1,890
				4,170
Energy (1.1%):
NuStar Logistics LP, 11.99% (LIBOR03M+673bps), 1/15/43 (b)		437,747		11,180
Real Estate (0.3%):
Equity Residential, cumulative redeemable, Series K, 8.29% (f)		45,314		2,404
Prologis, Inc., cumulative redeemable, Series Q, 8.54% (f)		5,310		299
				2,703
Total Preferred Stocks (Cost $21,675)				19,855
Senior Secured Loans (6.7%)
AAdvantage Loyalty IP Ltd., Initial Term Loan, First Lien, 10.00% (LIBOR03M+475bps), 4/20/28 (b)	$	750		754
Bausch + Lomb Corp., Initial Term Loans, First Lien, 8.36% (SOFR03M+325bps), 5/10/27 (b)		1,990		1,933
Bausch Health Cos., Inc., Second Amendment Term Loan, First Lien, 10.14% (SOFR01M+525bps), 2/1/27 (b)		2,376		1,913
Central Parent, Inc., Initial Term Loan, First Lien, 9.15% (SOFR03M+425bps), 7/6/29 (b)		1,995		1,992
Clarios Global LP, Term Loan, First Lien, 4/20/30 (g)		1,500		1,498
Clydesdale Acquisition Holdings, Inc., Term B Loans, First Lien, 9.08% (SOFR01M+418bps), 4/13/29 (b)		992		969
CNT Holdings I Corp., Second Lien Initial Term Loans, Second Lien, 11.71% (SOFR03M+675bps), 11/6/28 (b)		2,000		1,887
Directv Financing LLC, Closing Date Term Loans, First Lien, 9.84% (LIBOR01M+500bps), 7/22/27 (b)		2,740		2,626
Fertitta Entertainment LLC, Initial B Term Loan, First Lien, 8.81% (SOFR01M+400bps), 1/27/29 (b)		1,474		1,432
Great Outdoors Group LLC, Term B1, First Lien, 8.59% (LIBOR01M+375bps), 3/5/28 (b)		1,990		1,971
H-Food Holdings LLC, Initial Term Loan, First Lien, 8.53% (LIBOR01M+369bps), 5/31/25 (b)		2,487		1,940
Indicor LLCInitial Dollar, Term Loan, First Lien, 9.40% (SOFR03M+450bps), 11/22/29 (b)		5,000		4,965
Indy US Bidco LLC, Fifth Amendment Incremental Term Loans, First Lien, 11.06% (SOFR01M+625bps), 3/5/28 (b)		1,632		1,455
Indy US Bidco LLC, Term Loan B, First Lien, 3/5/28 (g)		3,368		3,001

See notes to financial statements.

Victory Portfolios III
Victory High Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Latam Airlines Group SA, s.Aintial Term Loan, First Lien, 14.46% (SOFR01M+950bps), 10/12/27 (b)	$	2,993	$	3,027
Lealand Finance Co. BV, Make Whole Term Loan, First Lien, 7.84% (LIBOR01M+300bps), 6/30/24 (b)		39		26
Lealand Finance Co. BV, Take-Back Term Loan, First Lien (3.00% PIK), 5.84% (LIBOR01M+100bps), 6/30/25 (b)		350		231
Life Time, Inc., 2021 Refinancing Term Loan, First Lien, 9.59% (LIBOR01M+475bps), 12/15/24 (b)		9,000		8,986
Mauser Packaging Solutions Holding Co., Initial Term Loan, First Lien, 8.80% (SOFR01M+400bps), 8/10/26 (b)		1,000		996
Medline Borrower LP, Initial Dollar Term Loans, First Lien, 8.09% (LIBOR01M+325bps), 10/21/28 (b)		1,492		1,448
Mileage Plus Holdings LLC, Initial Term Loan, First Lien, 10.21% (LIBOR03M+525bps), 6/20/27 (b)		1,700		1,767
Neptune Bidco US, Inc., Dollar Term B Loan, First Lien, 9.90% (SOFR03M+500bps), 4/11/29 (b) (h)		3,000		2,673
Petco Health & Wellness Co., Inc., Initial Term Loans, First Lien, 8.15% (SOFR03M+325bps), 2/25/28 (b)		486		478
Polaris Newco LLC, Dollar Term Loan, First Lien, 9.16% (LIBOR03M+400bps), 6/4/28 (b)		1,231		1,139
Pregis TopCo LLC, Initial Term Loan, First Lien, 8.67% (SOFR01M+375bps), 7/25/26 (b)		1,451		1,425
Quicksilver Resources, Inc., Loans, Second Lien, 6/21/19 (d) (g)		3,914		6
Rand Parent LLC, 9.13% (SOFR03M+425bps), 2/9/30 (b)		500		467
Staples, Inc., 2019 Refinancing New Term B-1 Loans, First Lien, 4/12/26 (g)		2,000		1,802
Sunshine Luxembourg VII Sarl, Facility B3 Commitments, First Lien, 8.91% (LIBOR03M+375bps), 10/2/26 (b)		177		175
Team Health Holdings, Inc., Facility Extending Term Loan B, First Lien, 10.06% (SOFR01M+525bps), 2/17/27 (b)		3,930		2,543
The Michaels Cos., Inc., Term B Loans, First Lien, 9.41% (LIBOR03M+425bps), 4/15/28 (b)		1,995		1,824
TIBCO Software, Inc., Term A Loan, First Lien, 9.40% (SOFR01M+450bps), 9/30/28 (b)		16		15
TIBCO Software, Inc., Term A Loan, First Lien, 9.40% (SOFR03M+450bps), 9/30/28 (b)		5,734		5,347
Trident TPI Holdings, Inc., Term Loans, First Lien, 9/17/28 (g)		500		486
UKG Inc., 2021 Incremental Term Loan, Second Lien, 10.47% (LIBOR03M+525bps), 5/3/27 (b)		2,000		1,918
Whatabrands LLC, Initial Term B Loans, First Lien, 8.09% (LIBOR01M+325bps), 7/21/28 (b)		1,093		1,080
Wok Holdings, Inc., Initial Term Loans, First Lien, 11.34% (LIBOR01M+650bps), 3/1/26 (b)		1,888		1,726
Total Senior Secured Loans (Cost $73,079)				67,921
Corporate Bonds (64.8%)
Communication Services (12.1%):
AMC Networks, Inc., 4.25%, 2/15/29, Callable 2/15/24 @ 102.13		4,000		2,772
Cable One, Inc., 4.00%, 11/15/30, Callable 11/15/25 @ 102 (a) (i)		4,421		3,591
Cablevision Lightpath LLC, 5.63%, 9/15/28, Callable 9/15/23 @ 102.81 (a)		2,797		2,046

See notes to financial statements.

Victory Portfolios III
Victory High Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
CCO Holdings LLC/CCO Holdings Capital Corp. 4.75%, 3/1/30, Callable 9/1/24 @ 102.38 (a)	$	3,500	$	3,013
4.50%, 8/15/30, Callable 2/15/25 @ 102.25 (a)		2,500		2,109
7.38%, 3/1/31, Callable 3/1/26 @ 103.69 (a)		1,875		1,837
4.50%, 6/1/33, Callable 6/1/27 @ 102.25 (a)		5,000		3,987
4.25%, 1/15/34, Callable 1/15/28 @ 102.13 (a)		4,000		3,062
Clear Channel Outdoor Holdings, Inc. 5.13%, 8/15/27, Callable 6/5/23 @ 102.56 (a)		3,750		3,387
7.50%, 6/1/29, Callable 6/1/24 @ 103.75 (a)		1,000		740
CSC Holdings LLC 7.50%, 4/1/28, Callable 5/15/23 @ 103.75 (a)		3,000		1,882
11.25%, 5/15/28, Callable 5/15/25 @ 105.63 (a)		1,500		1,495
6.50%, 2/1/29, Callable 2/1/24 @ 103.25 (a)		4,500		3,758
5.75%, 1/15/30, Callable 1/15/25 @ 102.88 (a)		5,500		2,805
4.13%, 12/1/30, Callable 12/1/25 @ 102.06 (a)		2,000		1,437
5.00%, 11/15/31, Callable 11/15/26 @ 102.5 (a)		2,500		1,198
Cumulus Media New Holdings, Inc., 6.75%, 7/1/26, Callable 6/5/23 @ 103.38 (a) (i)		6,475		4,909
Directv Financing LLC/Directv Financing Co.-Obligor, Inc., 5.88%, 8/15/27, Callable 8/15/23 @ 104.41 (a)		4,000		3,510
DISH DBS Corp. 7.75%, 7/1/26		3,000		1,732
5.25%, 12/1/26, Callable 6/1/26 @ 100 (a)		2,500		1,908
DISH Network Corp., 11.75%, 11/15/27, Callable 5/15/25 @ 105.88 (a)		14,250		13,475
Embarq Corp., 8.00%, 6/1/36		2,500		1,074
Frontier Communications Holdings LLC 5.00%, 5/1/28, Callable 5/1/24 @ 102.5 (a)		2,000		1,755
6.75%, 5/1/29, Callable 5/1/24 @ 103.38 (a) (i)		3,000		2,414
8.63%, 3/15/31, Callable 3/15/26 @ 104.31 (a)		4,000		3,901
Gray Television, Inc., 4.75%, 10/15/30, Callable 10/15/25 @ 102.38 (a)		5,500		3,553
iHeartCommunications, Inc. 6.38%, 5/1/26, Callable 5/22/23 @ 101.59		2,000		1,722
8.38%, 5/1/27, Callable 5/22/23 @ 102.09 (i)		5,000		3,274
Lumen Technologies, Inc., 4.00%, 2/15/27, Callable 6/5/23 @ 102 (a)		1,000		668
Match Group Holdings II LLC, 4.63%, 6/1/28, Callable 6/5/23 @ 102.31 (a)		2,000		1,845
News Corp., 5.13%, 2/15/32, Callable 2/15/27 @ 102.56 (a)		1,000		925
Nexstar Media, Inc. 5.63%, 7/15/27, Callable 5/15/23 @ 104.22 (a)		3,000		2,818
4.75%, 11/1/28, Callable 11/1/23 @ 102.38 (a)		2,000		1,759
Radiate Holdco LLC/Radiate Finance, Inc. 4.50%, 9/15/26, Callable 9/15/23 @ 102.25 (a)		2,000		1,565
6.50%, 9/15/28, Callable 9/15/23 @ 103.25 (a)		1,000		466
Scripps Escrow II, Inc. 3.88%, 1/15/29, Callable 1/15/24 @ 101.94 (a)		1,500		1,169
5.38%, 1/15/31, Callable 1/15/26 @ 102.69 (a) (i)		2,000		1,392
Scripps Escrow, Inc., 5.88%, 7/15/27, Callable 6/5/23 @ 104.41 (a)		4,000		2,889
Sinclair Television Group, Inc., 5.50%, 3/1/30, Callable 12/1/24 @ 102.75 (a) (i)		4,250		3,283
Sirius XM Radio, Inc. 4.13%, 7/1/30, Callable 7/1/25 @ 102.06 (a)		4,000		3,207
3.88%, 9/1/31, Callable 9/1/26 @ 101.94 (a)		2,000		1,511
TEGNA, Inc., 5.00%, 9/15/29, Callable 9/15/24 @ 102.5		2,500		2,197

See notes to financial statements.

Victory Portfolios III
Victory High Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Townsquare Media, Inc., 6.88%, 2/1/26, Callable 6/5/23 @ 103.44 (a)	$	4,000	$	3,725
Univision Communications, Inc., 7.38%, 6/30/30, Callable 6/30/25 @ 103.69 (a)		4,000		3,837
Urban One, Inc., 7.38%, 2/1/28, Callable 2/1/24 @ 103.69 (a)		1,866		1,696
Zayo Group Holdings, Inc. 4.00%, 3/1/27, Callable 6/5/23 @ 100 (a)		1,500		1,135
6.13%, 3/1/28, Callable 6/5/23 @ 103.06 (a) (i)		500		319
ZoomInfo Technologies LLC/ZoomInfo Finance Corp., 3.88%, 2/1/29, Callable 2/1/24 @ 101.94 (a)		4,500		3,881
				122,633
Consumer Discretionary (14.2%):
APX Group, Inc., 5.75%, 7/15/29, Callable 7/15/24 @ 102.88 (a)		3,000		2,682
Asbury Automotive Group, Inc. 4.75%, 3/1/30, Callable 3/1/25 @ 102.38		1,500		1,327
5.00%, 2/15/32, Callable 11/15/26 @ 102.5 (a)		3,000		2,586
Ashton Woods USA LLC/Ashton Woods Finance Co., 4.63%, 4/1/30, Callable 4/1/25 @ 102.31 (a)		3,000		2,481
Avis Budget Car Rental LLC/Avis Budget Finance, Inc., 5.38%, 3/1/29, Callable 3/1/24 @ 102.69 (a) (i)		3,000		2,720
Bath & Body Works, Inc., 6.88%, 11/1/35		2,000		1,801
Beazer Homes USA, Inc., 7.25%, 10/15/29, Callable 10/15/24 @ 103.63		3,000		2,868
Boyd Gaming Corp., 4.75%, 6/15/31, Callable 6/15/26 @ 102.38 (a)		2,000		1,825
Boyne USA, Inc., 4.75%, 5/15/29, Callable 5/15/24 @ 102.38 (a)		2,015		1,827
Caesars Entertainment, Inc. 8.13%, 7/1/27, Callable 7/1/23 @ 104.06 (a)		500		510
7.00%, 2/15/30, Callable 2/15/26 @ 103.5 (a)		3,750		3,786
Carnival Corp. 5.75%, 3/1/27, Callable 12/1/26 @ 100 (a)		1,000		823
9.88%, 8/1/27, Callable 2/1/24 @ 104.94 (a)		9,500		9,748
6.00%, 5/1/29, Callable 11/1/24 @ 103 (a)		4,500		3,535
Churchill Downs, Inc., 6.75%, 5/1/31, Callable 5/1/26 @ 103.38 (a)		2,500		2,518
Clarios Global LP/Clarios US Finance Co., 8.50%, 5/15/27, Callable 6/5/23 @ 102.13 (a)		1,000		1,007
Dealer Tire LLC/DT Issuer LLC, 8.00%, 2/1/28, Callable 8/1/23 @ 104 (a)		1,000		927
Evergreen Acqco 1 LP/TVI, Inc., 9.75%, 4/26/28, Callable 2/15/25 @ 104.88 (a)		1,000		1,002
Everi Holdings, Inc., 5.00%, 7/15/29, Callable 7/15/24 @ 102.5 (a)		1,000		891
Fertitta Entertainment LLC/Fertitta Entertainment Finance Co., Inc., 6.75%, 1/15/30, Callable 1/15/25 @ 103.38 (a)		500		405
Ford Motor Co. 6.63%, 10/1/28		4,000		4,093
4.75%, 1/15/43		2,000		1,504
Graham Packaging Co., Inc., 7.13%, 8/15/28, Callable 8/15/23 @ 103.56 (a)		1,500		1,313
Group 1 Automotive, Inc., 4.00%, 8/15/28, Callable 8/15/23 @ 102 (a)		1,000		887
Hanesbrands, Inc., 9.00%, 2/15/31, Callable 2/15/26 @ 104.5 (a) (i)		1,000		1,024
Hilton Domestic Operating Co., Inc., 4.00%, 5/1/31, Callable 5/1/26 @ 102 (a)		2,000		1,767
KB Home, 4.80%, 11/15/29, Callable 5/15/29 @ 100		1,000		937
Lindblad Expeditions Holdings, Inc., 9.00%, 5/15/28, Callable 5/15/25 @ 104.5 (a)		3,000		3,001
Lindblad Expeditions LLC, 6.75%, 2/15/27, Callable 2/15/24 @ 103.38 (a)		1,000		946
Lithia Motors, Inc. 3.88%, 6/1/29, Callable 6/1/24 @ 101.94 (a)		10,000		8,659
4.38%, 1/15/31, Callable 10/15/25 @ 102.19 (a)		1,000		859

See notes to financial statements.

Victory Portfolios III
Victory High Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
M/I Homes, Inc., 4.95%, 2/1/28, Callable 5/22/23 @ 103.71	$	4,000	$	3,764
Macy's Retail Holdings LLC, 5.88%, 3/15/30, Callable 3/15/25 @ 102.94 (a)		4,000		3,549
Marriott Ownership Resorts, Inc., 4.50%, 6/15/29, Callable 6/15/24 @ 102.25 (a)		2,000		1,745
MGM Resorts International, 4.75%, 10/15/28, Callable 7/15/28 @ 100		3,000		2,788
Murphy Oil USA, Inc., 3.75%, 2/15/31, Callable 2/15/26 @ 101.88 (a)		2,000		1,711
NCL Corp. Ltd. 5.88%, 3/15/26, Callable 12/15/25 @ 100 (a)		10,000		8,599
8.38%, 2/1/28, Callable 2/1/25 @ 104.19 (a)		3,625		3,655
NCL Corp., Ltd., 5.88%, 2/15/27, Callable 2/15/24 @ 102.94 (a)		2,000		1,887
Newell Brands, Inc., 5.88%, 4/1/36, Callable 10/1/35 @ 100		3,000		2,548
Nordstrom, Inc. 4.38%, 4/1/30, Callable 1/1/30 @ 100		2,000		1,564
4.25%, 8/1/31, Callable 5/1/31 @ 100		1,500		1,114
Northwest Fiber LLC/Northwest Fiber Finance Sub, Inc., 6.00%, 2/15/28, Callable 2/15/24 @ 103 (a)		3,000		2,232
Resorts World Las Vegas LLC/RWLV Capital, Inc., 4.63%, 4/6/31, Callable 1/6/31 @ 100 (a)		4,200		3,294
Royal Caribbean Cruises Ltd., 11.63%, 8/15/27, Callable 8/15/24 @ 105.81 (a)		5,000		5,320
Scientific Games Holdings LP/Scientific Games US FinCo., Inc., 6.63%, 3/1/30, Callable 3/1/25 @ 103.31 (a)		2,000		1,774
Scientific Games International, Inc., 7.25%, 11/15/29, Callable 11/15/24 @ 103.63 (a)		2,000		2,005
Sotheby's, 7.38%, 10/15/27, Callable 5/15/23 @ 103.69 (a)		6,500		6,082
Staples, Inc., 7.50%, 4/15/26, Callable 6/5/23 @ 101.88 (a)		1,000		845
Taylor Morrison Communities, Inc., 5.75%, 1/15/28, Callable 10/15/27 @ 100 (a)		1,000		992
The Gap, Inc., 3.63%, 10/1/29, Callable 10/1/24 @ 101.81 (a)		3,000		2,132
The Michaels Cos., Inc., 5.25%, 5/1/28, Callable 11/1/23 @ 102.63 (a)		500		412
Travel + Leisure Co., 4.50%, 12/1/29, Callable 9/1/29 @ 100 (a)		500		436
Trident TPI Holdings, Inc. 6.63%, 11/1/25 (a)		3,000		2,999
12.75%, 12/31/28, Callable 12/31/25 @ 106.38 (a)		1,000		1,025
USA Compression Partners LP/USA Compression Finance, 6.88%, 4/1/26, Callable 6/5/23 @ 101.72		500		495
Valvoline, Inc., 3.63%, 6/15/31, Callable 6/15/26 @ 101.81 (a)		1,000		831
VOC Escrow Ltd., 5.00%, 2/15/28, Callable 6/5/23 @ 102.5 (a)		2,500		2,227
Weekley Homes LLC/Weekley Finance Corp., 4.88%, 9/15/28, Callable 9/15/23 @ 102.44 (a)		2,085		1,816
Wyndham Hotels & Resorts, Inc., 4.38%, 8/15/28, Callable 8/15/23 @ 102.19 (a)		2,000		1,860
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. 5.50%, 3/1/25, Callable 12/1/24 @ 100 (a)		1,500		1,480
5.25%, 5/15/27, Callable 2/15/27 @ 100 (a)		1,500		1,441
ZF North America Capital, Inc., 7.13%, 4/14/30, Callable 2/14/30 @ 100 (a)		1,000		1,033
				143,914
Consumer Staples (3.1%):
Albertsons Cos., Inc./Safeway, Inc./New Albertsons LP/Albertsons LLC 6.50%, 2/15/28, Callable 2/15/25 @ 103.25 (a)		2,000		2,032
4.88%, 2/15/30, Callable 2/15/25 @ 103.66 (a)		7,500		7,018
Edgewell Personal Care Co., 4.13%, 4/1/29, Callable 4/1/24 @ 102.06 (a)		2,500		2,222
H-Food Holdings LLC/Hearthside Finance Co., Inc., 8.50%, 6/1/26, Callable 5/15/23 @ 102.13 (a)		2,000		1,248

See notes to financial statements.

Victory Portfolios III
Victory High Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Lamb Weston Holdings, Inc., 4.38%, 1/31/32, Callable 1/31/27 @ 102.19 (a)	$	500	$	457
NBM US Holdings, Inc., 6.63%, 8/6/29, Callable 8/6/24 @ 103.31 (a)		3,000		2,702
Performance Food Group, Inc., 4.25%, 8/1/29, Callable 8/1/24 @ 102.13 (a)		2,500		2,273
Pilgrim's Pride Corp., 3.50%, 3/1/32, Callable 9/1/26 @ 101.75		1,000		806
Post Holdings, Inc. 5.50%, 12/15/29, Callable 12/15/24 @ 102.75 (a)		2,500		2,379
4.63%, 4/15/30, Callable 4/15/25 @ 102.31 (a)		3,000		2,708
Spectrum Brands, Inc., 3.88%, 3/15/31, Callable 3/15/26 @ 101.94 (a)		3,000		2,461
Triton Water Holdings, Inc., 6.25%, 4/1/29, Callable 4/1/24 @ 103.13 (a)		2,000		1,680
U.S. Foods, Inc., 4.75%, 2/15/29, Callable 2/15/24 @ 102.38 (a)		4,000		3,720
				31,706
Energy (4.9%):
Blue Racer Midstream LLC/Blue Racer Finance Corp., 7.63%, 12/15/25, Callable 6/5/23 @ 103.81 (a)		1,500		1,515
California Resources Corp., 7.13%, 2/1/26, Callable 6/5/23 @ 103.57 (a)		1,500		1,515
Callon Petroleum Co. 8.25%, 7/15/25, Callable 6/5/23 @ 102.06		3,000		2,991
8.00%, 8/1/28, Callable 8/1/24 @ 104 (a) (i)		3,000		2,961
7.50%, 6/15/30, Callable 6/15/25 @ 103.75 (a) (i)		500		476
CONSOL Energy, Inc., 11.00%, 11/15/25, Callable 6/5/23 @ 102.75 (a)		792		817
CQP Holdco LP/BIP-V Chinook Holdco LLC, 5.50%, 6/15/31, Callable 6/15/26 @ 102.75 (a)		2,500		2,331
Crestwood Midstream Partners, LP/Crestwood Midstream Finance Corp., 8.00%, 4/1/29, Callable 4/1/24 @ 104 (a)		1,000		1,017
Earthstone Energy Holdings LLC, 8.00%, 4/15/27, Callable 4/15/24 @ 106 (a)		1,000		976
Encino Acquisition Partners Holdings LLC, 8.50%, 5/1/28, Callable 5/1/24 @ 104.25 (a)		2,000		1,782
Energy Transfer LP, 7.13% (H15T5Y+531bps), Callable 5/15/30 @ 100 (b) (f)		1,000		843
Enterprise TE Partners LP, 7.74% (LIBOR03M+278bps), 6/1/67, Callable 6/5/23 @ 100 (b)		3,000		2,678
EQM Midstream Partners LP 7.50%, 6/1/27, Callable 6/1/24 @ 103.75 (a)		2,000		1,991
5.50%, 7/15/28, Callable 4/15/28 @ 100		1,000		910
Hilcorp Energy I LP/Hilcorp Finance Co. 6.25%, 11/1/28, Callable 11/1/23 @ 103.13 (a)		7,000		6,703
6.25%, 4/15/32, Callable 5/15/27 @ 103.13 (a)		1,000		936
PDC Energy, Inc., 5.75%, 5/15/26, Callable 6/5/23 @ 101.44		1,500		1,459
Petroleos Mexicanos, 6.63%, 6/15/35		2,000		1,397
SM Energy Co., 5.63%, 6/1/25, Callable 6/5/23 @ 100		3,000		2,934
Sunoco LP/Sunoco Finance Corp. 4.50%, 5/15/29, Callable 5/15/24 @ 102.25		3,000		2,724
4.50%, 4/30/30, Callable 4/30/25 @ 102.25		2,000		1,790
Tallgrass Energy Partners LP/Tallgras Energy Finance Corp., 6.00%, 3/1/27, Callable 6/5/23 @ 103 (a)		3,000		2,896
Talos Production, Inc., 12.00%, 1/15/26, Callable 5/22/23 @ 106		1,000		1,055
Targa Resources Partners LP/Targa Resources Partners Finance Corp., 5.00%, 1/15/28, Callable 6/5/23 @ 102.5		2,000		1,958
Vital Energy, Inc. 10.13%, 1/15/28, Callable 6/5/23 @ 107.59 (i)		2,875		2,883
7.75%, 7/31/29, Callable 7/31/24 @ 103.88 (a)		500		441
				49,979

See notes to financial statements.

Victory Portfolios III
Victory High Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Financials (7.3%):
AssuredPartners, Inc., 5.63%, 1/15/29, Callable 12/15/23 @ 102.81 (a)	$	3,500	$	3,035
Blackstone Private Credit Fund 2.63%, 12/15/26, Callable 11/15/26 @ 100		4,000		3,401
3.25%, 3/15/27, Callable 2/15/27 @ 100		3,000		2,585
CEC Entertainment LLC, 6.75%, 5/1/26, Callable 6/5/23 @ 103.38 (a)		866		823
Citizens Bank NA, 4.12% (SOFR+140bps), 5/23/25, Callable 5/23/24 @ 100 (b)		794		758
Ford Motor Credit Co. LLC 3.38%, 11/13/25, Callable 10/13/25 @ 100		2,000		1,858
4.13%, 8/17/27, Callable 6/17/27 @ 100		6,250		5,731
5.11%, 5/3/29, Callable 2/3/29 @ 100		8,500		7,919
Gray Escrow II, Inc., 5.38%, 11/15/31, Callable 11/15/26 @ 102.69 (a)		11,000		7,059
HUB International Ltd., 5.63%, 12/1/29, Callable 12/1/24 @ 102.81 (a)		290		259
Hunt Cos., Inc., 5.25%, 4/15/29, Callable 4/15/24 @ 102.63 (a)		2,928		2,258
Jefferies Finance LLC/JFIN Co-Issuer Corp., 5.00%, 8/15/28, Callable 8/15/24 @ 102.5 (a)		2,500		2,110
LABL, Inc. 6.75%, 7/15/26, Callable 5/15/23 @ 103.38 (a)		1,000		991
10.50%, 7/15/27, Callable 5/15/23 @ 105.25 (a)		3,000		2,850
Ladder Capital Finance Holdings LLLP/Ladder Capital Finance Corp., 4.75%, 6/15/29, Callable 6/15/24 @ 102.38 (a)		1,000		791
Lehman Brothers Holdings, 5.75%, 4/25/11, MTN		1,000		2
Lehman Brothers Treasury Co. BV, MTN (f) (j)		1,447		7
Level 3 Financing, Inc. 4.25%, 7/1/28, Callable 7/1/23 @ 102.13 (a)		2,000		1,165
10.50%, 5/15/30, Callable 5/15/26 @ 105.25 (a)		4,296		4,113
Lions Gate Capital Holdings LLC, 5.50%, 4/15/29, Callable 4/15/24 @ 102.75 (a)		3,500		2,532
Medline Borrower LP, 3.88%, 4/1/29, Callable 10/1/24 @ 101.94 (a)		4,500		3,937
MetLife, Inc., 10.75%, 8/1/39, Callable 8/1/34 @ 100		1,000		1,307
Neptune Bidco US, Inc., 9.29%, 4/15/29, Callable 10/15/25 @ 104.65 (a)		2,500		2,353
NFP Corp. 6.88%, 8/15/28, Callable 8/15/23 @ 103.44 (a)		1,886		1,646
7.50%, 10/1/30, Callable 10/1/25 @ 103.75 (a)		2,500		2,457
Olympus Water US Holding Corp., 4.25%, 10/1/28, Callable 10/1/24 @ 102.13 (a)		2,000		1,702
OneMain Finance Corp., 7.13%, 3/15/26		2,000		1,948
OWL Rock Core Income Corp., 5.50%, 3/21/25 (a)		1,000		972
Park Intermediate Holdings LLC/PK Domestic Property LLC/PK Finance Co-Issuer, 4.88%, 5/15/29, Callable 5/15/24 @ 102.44 (a)		3,500		3,040
PRA Group, Inc., 8.38%, 2/1/28, Callable 2/1/25 @ 104.19 (a)		2,333		2,334
Starwood Property Trust, Inc., 4.38%, 1/15/27, Callable 7/15/26 @ 100 (a)		1,000		861
Summer BC Bidco B LLC, 5.50%, 10/31/26, Callable 7/15/23 @ 102.75 (a)		2,000		1,692
				74,496
Health Care (4.2%):
Centene Corp., 4.63%, 12/15/29, Callable 12/15/24 @ 102.31		4,000		3,781
CHS/Community Health Systems, Inc. 8.00%, 3/15/26, Callable 6/5/23 @ 102 (a)		4,800		4,767
5.25%, 5/15/30, Callable 5/15/25 @ 102.63 (a)		2,000		1,665
DaVita, Inc., 3.75%, 2/15/31, Callable 2/15/26 @ 101.88 (a)		5,000		4,008
Eastern Maine Healthcare Systems, 5.02%, 7/1/36		3,000		2,904
Embecta Corp., 6.75%, 2/15/30, Callable 2/15/27 @ 101.69 (a)		1,000		907

See notes to financial statements.

Victory Portfolios III
Victory High Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Encompass Health Corp., 4.63%, 4/1/31, Callable 4/1/26 @ 102.31	$	500	$	447
Global Medical Response, Inc., 6.50%, 10/1/25, Callable 5/9/23 @ 101.63 (a)		3,000		1,852
Pediatrix Medical Group, Inc., 5.38%, 2/15/30, Callable 2/15/25 @ 102.69 (a) (i)		2,000		1,827
Prestige Brands, Inc., 3.75%, 4/1/31, Callable 4/1/26 @ 101.88 (a)		3,500		2,964
Select Medical Corp., 6.25%, 8/15/26, Callable 6/5/23 @ 103.13 (a)		2,500		2,450
Tenet Healthcare Corp. 6.13%, 10/1/28, Callable 10/1/23 @ 103.06 (i)		5,500		5,335
6.88%, 11/15/31		5,000		4,915
US Acute Care Solutions LLC, 6.38%, 3/1/26, Callable 6/5/23 @ 103.19 (a)		5,000		4,480
				42,302
Industrials (9.7%):
Allegiant Travel Co., 7.25%, 8/15/27, Callable 8/15/24 @ 103.63 (a)		2,500		2,477
American Airlines, Inc., 7.25%, 2/15/28, Callable 2/15/25 @ 103.63 (a)		500		486
American Airlines, Inc./AAdvantage Loyalty IP Ltd., 5.75%, 4/20/29 (a)		5,150		4,898
BlueLinx Holdings, Inc., 6.00%, 11/15/29, Callable 11/15/24 @ 103 (a)		1,000		836
Builders FirstSource, Inc., 4.25%, 2/1/32, Callable 8/1/26 @ 102.13 (a)		1,100		964
BWX Technologies, Inc., 4.13%, 4/15/29, Callable 4/15/24 @ 102.06 (a)		1,000		907
CDI Escrow Issuer, Inc., 5.75%, 4/1/30, Callable 4/1/25 @ 102.88 (a)		3,000		2,893
Gates Global LLC/Gates Corp., 6.25%, 1/15/26, Callable 6/5/23 @ 101.56 (a)		3,000		2,973
Griffon Corp., 5.75%, 3/1/28, Callable 6/5/23 @ 102.88		1,500		1,378
H&E Equipment Services, Inc., 3.88%, 12/15/28, Callable 12/15/23 @ 101.94 (a)		2,000		1,728
Hawaiian Brand Intellectual Property Ltd./HawaiianMiles Loyalty Ltd., 5.75%, 1/20/26, Callable 1/20/24 @ 102.88 (a)		1,250		1,164
Howmet Aerospace, Inc., 5.95%, 2/1/37		1,000		1,015
JB Poindexter & Co., Inc., 7.13%, 4/15/26, Callable 6/5/23 @ 101.78 (a)		7,500		7,237
Matthews International Corp., 5.25%, 12/1/25, Callable 6/5/23 @ 101.31 (a)		3,500		3,353
NES Fircroft Bondco A/S, 11.75%, 9/29/26, Callable 9/29/24 @ 105.88 (a)		5,000		5,179
Prime Security Services Borrower LLC/Prime Finance, Inc. 3.38%, 8/31/27, Callable 8/31/26 @ 100 (a)		1,000		897
6.25%, 1/15/28, Callable 6/5/23 @ 103.13 (a)		6,000		5,622
Rand Parent LLC, 8.50%, 2/15/30, Callable 2/15/26 @ 104.25 (a)		2,000		1,810
Regal Rexnord Corp., 6.40%, 4/15/33, Callable 1/15/33 @ 100 (a)		2,686		2,737
Ritchie Bros Holdings, Inc., 7.75%, 3/15/31, Callable 3/15/26 @ 103.88 (a)		1,000		1,063
Roller Bearing Co. of America, Inc., 4.38%, 10/15/29, Callable 10/15/24 @ 102.19 (a)		1,000		908
Spirit AeroSystems, Inc. 7.50%, 4/15/25, Callable 6/5/23 @ 101.88 (a)		6,000		5,968
9.38%, 11/30/29, Callable 11/30/25 @ 104.69 (a)		500		538
Spirit Airlines Pass Through Trust, 4.10%, 4/1/28		1,762		1,635
Spirit Loyalty Cayman Ltd./Spirit IP Cayman Ltd. 8.00%, 9/20/25, Callable 9/20/23 @ 104 (a)		2,075		2,095
8.00%, 9/20/25, Callable 9/20/23 @ 104 (a)		1,500		1,515
Standard Industries, Inc. 4.38%, 7/15/30, Callable 7/15/25 @ 102.19 (a)		3,000		2,585
3.38%, 1/15/31, Callable 7/15/25 @ 101.69 (a)		5,000		3,962
The ADT Security Corp. 4.13%, 8/1/29, Callable 8/1/28 @ 100 (a)		2,000		1,747
4.88%, 7/15/32 (a)		3,000		2,612

See notes to financial statements.

Victory Portfolios III
Victory High Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
The Hertz Corp. 4.63%, 12/1/26, Callable 12/1/23 @ 102.31 (a)	$	2,000	$	1,801
5.00%, 12/1/29, Callable 12/1/24 @ 102.5 (a)		1,500		1,227
TransDigm, Inc. 7.50%, 3/15/27, Callable 6/5/23 @ 101.88		5,000		5,026
5.50%, 11/15/27, Callable 6/5/23 @ 102.75		3,500		3,359
6.75%, 8/15/28, Callable 2/15/25 @ 103.38 (a)		1,000		1,015
4.88%, 5/1/29, Callable 5/1/24 @ 102.44		3,000		2,726
U.S. Airways Pass Through Trust, 3.95%, 11/15/25		1,897		1,779
Uber Technologies, Inc., 7.50%, 9/15/27, Callable 6/5/23 @ 105.63 (a)		2,000		2,063
United Airlines Pass Through Trust, 4.88%, 1/15/26		19		19
United Rentals North America, Inc., 4.00%, 7/15/30, Callable 7/15/25 @ 102		1,500		1,342
Waste Pro USA, Inc., 5.50%, 2/15/26, Callable 6/5/23 @ 101.38 (a)		2,000		1,860
WESCO Distribution, Inc., 7.25%, 6/15/28, Callable 6/15/23 @ 103.63 (a)		1,000		1,028
XPO Escrow Sub LLC, 7.50%, 11/15/27, Callable 11/15/24 @ 103.75 (a)		2,000		2,058
				98,485
Information Technology (2.7%):
Acuris Finance US, Inc./Acuris Finance SARL, 5.00%, 5/1/28, Callable 5/1/24 @ 102.5 (a)		2,000		1,586
AthenaHealth Group, Inc., 6.50%, 2/15/30, Callable 2/15/25 @ 103.25 (a)		2,500		2,051
Central Parent, Inc./CDK Global, Inc., 7.25%, 6/15/29, Callable 6/15/25 @ 103.63 (a)		4,000		3,962
Cloud Software Group Holdings, Inc., 6.50%, 3/31/29, Callable 9/30/25 @ 103.25 (a)		1,000		900
Cloud Software Group, Inc., 9.00%, 9/30/29, Callable 9/30/25 @ 104.5 (a)		2,500		2,148
CommScope Technologies LLC, 6.00%, 6/15/25, Callable 5/15/23 @ 101 (a)		1,000		940
Gen Digital, Inc., 7.13%, 9/30/30, Callable 9/30/25 @ 103.56 (a)		2,000		2,011
NCR Corp., 5.13%, 4/15/29, Callable 4/15/24 @ 102.56 (a)		1,500		1,298
Open Text Holdings, Inc., 4.13%, 12/1/31, Callable 12/1/26 @ 102.06 (a)		3,500		2,900
Sabre GLBL, Inc., 11.25%, 12/15/27, Callable 6/15/25 @ 105.63 (a)		2,000		1,755
Seagate HDD Cayman, 9.63%, 12/1/32, Callable 12/1/27 @ 104.81 (a)		4,590		5,033
Twilio, Inc., 3.88%, 3/15/31, Callable 3/15/26 @ 101.94		1,000		835
Unisys Corp., 6.88%, 11/1/27, Callable 11/1/23 @ 103.44 (a)		1,000		668
Western Digital Corp., 3.10%, 2/1/32, Callable 11/1/31 @ 100		2,250		1,629
				27,716
Materials (3.1%):
Ardagh Metal Packaging Finance USA LLC/Ardagh Metal Packaging Finance PLC, 4.00%, 9/1/29, Callable 5/15/24 @ 102 (a)		1,000		814
Ardagh Packaging Finance PLC/Ardagh Holdings USA, Inc., 5.25%, 8/15/27, Callable 6/5/23 @ 102.63 (a)		2,750		2,354
Axalta Coating Systems LLC, 3.38%, 2/15/29, Callable 2/15/24 @ 101.69 (a)		2,000		1,740
Glatfelter Corp., 4.75%, 11/15/29, Callable 11/1/24 @ 102.38 (a)		1,500		1,064
Kaiser Aluminum Corp., 4.50%, 6/1/31, Callable 6/1/26 @ 102.25 (a)		3,000		2,374
Knife River Holding Co., 7.75%, 5/1/31, Callable 5/1/26 @ 103.88 (a)		2,500		2,534
LABL, Inc., 9.50%, 11/1/28, Callable 11/1/25 @ 104.75 (a)		750		772
Louisiana-Pacific Corp., 3.63%, 3/15/29, Callable 3/15/24 @ 101.81 (a)		2,000		1,752
Mauser Packaging Solutions Holding Co., 7.88%, 8/15/26, Callable 8/15/24 @ 103.94 (a)		500		507
Novelis Corp., 4.75%, 1/30/30, Callable 1/30/25 @ 102.38 (a)		1,500		1,358

See notes to financial statements.

Victory Portfolios III
Victory High Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Olin Corp., 5.00%, 2/1/30, Callable 2/1/24 @ 102.5	$	2,500	$	2,337
Owens-Brockway Glass Container, Inc., 6.63%, 5/13/27, Callable 6/5/23 @ 103.31 (a)		2,500		2,508
Pactiv Evergreen Group Issuer LLC/Pactiv Evergreen Group Issuer, Inc., 4.38%, 10/15/28, Callable 10/15/24 @ 102.19 (a)		2,000		1,761
Pactiv Evergreen Group Issuer, Inc./Pactiv Evergreen Group Issuer LLC, 4.00%, 10/15/27, Callable 10/15/23 @ 102 (a)		1,000		900
Sasol Financing USA LLC, 8.75%, 5/3/29, Callable 3/3/29 @ 100 (a)		1,500		1,508
SCIH Salt Holdings, Inc., 4.88%, 5/1/28, Callable 5/1/24 @ 102.44 (a)		2,000		1,800
The Chemours Co. 5.75%, 11/15/28, Callable 11/15/23 @ 102.88 (a)		1,000		889
4.63%, 11/15/29, Callable 11/15/24 @ 102.31 (a)		2,000		1,647
Tronox, Inc., 4.63%, 3/15/29, Callable 3/15/24 @ 102.31 (a)		2,000		1,661
United States Steel Corp., 6.88%, 3/1/29, Callable 3/1/24 @ 103.44		903		892
				31,172
Real Estate (1.7%):
Kilroy Realty LP, 2.65%, 11/15/33, Callable 8/15/33 @ 100		2,500		1,658
Outfront Media Capital LLC/Outfront Media Capital Corp., 4.63%, 3/15/30, Callable 3/15/25 @ 102.31 (a)		2,500		2,115
SBA Tower Trust, 6.60%, 1/15/28, Callable 1/15/27 @ 100 (a)		1,053		1,104
Service Properties Trust, 4.38%, 2/15/30, Callable 8/15/29 @ 100		2,000		1,488
The Howard Hughes Corp., 4.38%, 2/1/31, Callable 2/1/26 @ 102.19 (a)		4,261		3,457
TK Elevator US Newco, Inc., 5.25%, 7/15/27, Callable 7/15/23 @ 102.63 (a)		2,000		1,869
Uniti Group LP/Uniti Group Finance, Inc./CSL Capital LLC, 10.50%, 2/15/28, Callable 9/15/25 @ 105.25 (a)		3,000		2,867
VICI Properties LP/VICI Note Co., Inc., 4.13%, 8/15/30, Callable 2/15/25 @ 102.06 (a)		2,676		2,402
				16,960
Utilities (1.8%):
Alliant Holdings Intermediate LLC/Alliant Holdings Co., 6.75%, 4/15/28, Callable 4/15/25 @ 103.38 (a)		1,000		999
Calpine Corp., 4.63%, 2/1/29, Callable 2/1/24 @ 102.31 (a)		7,000		6,069
NRG Energy, Inc. 10.25% (H15T5Y+592bps), Callable 3/15/28 @ 100 (a) (b) (f)		500		493
5.75%, 1/15/28, Callable 5/22/23 @ 102.88		2,500		2,439
3.63%, 2/15/31, Callable 2/15/26 @ 101.81 (a)		4,000		3,237
Vistra Operations Co. LLC 5.00%, 7/31/27, Callable 5/15/23 @ 102.5 (a)		5,000		4,752
4.38%, 5/1/29, Callable 5/1/24 @ 102.19 (a)		1,000		895
				18,884
Total Corporate Bonds (Cost $706,030)				658,247
Yankee Dollars (13.2%)
Communication Services (1.5%):
Altice France Holding SA, 6.00%, 2/15/28, Callable 6/5/23 @ 103 (a) (i)		4,500		2,769
Altice France SA 8.13%, 2/1/27, Callable 5/15/23 @ 104.06 (a)		3,000		2,680
5.50%, 10/15/29, Callable 10/15/24 @ 102.75 (a)		3,000		2,249

See notes to financial statements.

Victory Portfolios III
Victory High Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
LCPR Senior Secured Financing DAC, 5.13%, 7/15/29, Callable 7/15/24 @ 102.56 (a)	$	1,500	$	1,284
Telecom Italia Capital SA, 7.20%, 7/18/36		5,000		4,513
Videotron Ltd., 3.63%, 6/15/29, Callable 6/15/24 @ 101.81 (a) (i)		2,500		2,178
				15,673
Consumer Discretionary (2.0%):
IHO Verwaltungs GmbH, 6.38%, 5/15/29, Callable 5/15/24 @ 103.19 (a) (k)		6,024		5,401
International Game Technology PLC, 6.25%, 1/15/27, Callable 7/15/26 @ 100 (a)		2,000		2,026
Jaguar Land Rover Automotive PLC, 5.88%, 1/15/28, Callable 1/15/24 @ 102.94 (a)		3,500		3,031
Mattamy Group Corp., 4.63%, 3/1/30, Callable 3/1/25 @ 102.31 (a)		4,000		3,505
Melco Resorts Finance Ltd. 5.75%, 7/21/28, Callable 7/21/23 @ 102.88 (a)		1,000		874
5.38%, 12/4/29, Callable 12/4/24 @ 102.69 (a)		2,000		1,659
Royal Caribbean Cruises Ltd. 5.50%, 8/31/26, Callable 2/28/26 @ 100 (a)		2,000		1,835
5.50%, 4/1/28, Callable 10/1/27 @ 100 (a)		2,000		1,764
7.25%, 1/15/30, Callable 12/15/25 @ 103.63 (a)		500		501
				20,596
Energy (1.9%):
Baytex Energy Corp. 8.75%, 4/1/27, Callable 6/5/23 @ 106.56 (a)		1,750		1,803
8.50%, 4/30/30, Callable 4/30/26 @ 104.25 (a)		2,000		2,010
Harbour Energy PLC, 5.50%, 10/15/26, Callable 10/15/23 @ 102.75 (a)		2,000		1,821
Ithaca Energy North Sea PLC, 9.00%, 7/15/26, Callable 7/15/23 @ 104.5 (a)		2,000		1,924
Northriver Midstream Finance LP, 5.63%, 2/15/26, Callable 6/5/23 @ 102.81 (a)		2,000		1,876
Petrobras Global Finance BV, 5.50%, 6/10/51, Callable 12/10/50 @ 100 (i)		2,000		1,586
Petroleos Mexicanos, 6.84%, 1/23/30, Callable 10/23/29 @ 100		3,000		2,423
Tullow Oil PLC, 10.25%, 5/15/26, Callable 6/5/23 @ 105.13		2,000		1,563
Var Energi ASA, 8.00%, 11/15/32, Callable 8/15/32 @ 100 (a)		1,000		1,086
Vermilion Energy, Inc., 6.88%, 5/1/30, Callable 5/1/25 @ 103.44 (a)		3,000		2,783
				18,875
Financials (2.9%):
Adient Global Holdings Ltd., 8.25%, 4/15/31, Callable 4/15/26 @ 104.13 (a)		1,000		1,024
Altice Financing SA 5.00%, 1/15/28, Callable 6/5/23 @ 102.5 (a)		4,000		3,240
5.75%, 8/15/29, Callable 8/15/24 @ 102.88 (a)		5,000		3,990
Credit Suisse AG, 6.50%, 8/8/23 (a)		2,250		2,155
Deutsche Bank AG 4.88% (USISDA05+255bps), 12/1/32, Callable 12/1/27 @ 100 (b)		3,000		2,496
3.74% (SOFR+226bps), 1/7/33, Callable 10/7/31 @ 100 (b)		4,850		3,553
Iris Holding, Inc., 10.00%, 12/15/28, Callable 6/15/25 @ 105 (a) (i)		3,500		2,771
Jones Deslauriers Insurance Management, Inc. 8.50%, 3/15/30, Callable 3/15/26 @ 104.25 (a)		1,250		1,260
10.50%, 12/15/30, Callable 12/15/25 @ 105.25 (a)		360		366
Macquarie Bank Ltd., 3.05% (H15T5Y+170bps), 3/3/36, Callable 3/3/31 @ 100 (a) (b)		2,000		1,539
UniCredit SpA, 5.86% (USISDA05+370bps), 6/19/32, Callable 6/19/27 @ 100 (a) (b)		5,000		4,557

See notes to financial statements.

Victory Portfolios III
Victory High Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Virgin Media Vendor Financing Notes IV DAC, 5.00%, 7/15/28, Callable 7/15/23 @ 102.5 (a)	$	1,000	$	897
Vmed O2 UK Financing I PLC, 4.25%, 1/31/31, Callable 1/31/26 @ 102.13 (a)		2,000		1,659
				29,507
Health Care (0.5%):
Bausch Health Cos., Inc., 4.88%, 6/1/28, Callable 6/1/24 @ 102.44 (a)		2,000		1,322
Teva Pharmaceutical Finance Netherlands III BV 4.75%, 5/9/27, Callable 2/9/27 @ 100		3,000		2,802
8.13%, 9/15/31, Callable 6/15/31 @ 100		400		422
				4,546
Industrials (2.1%):
Air Canada Pass Through Trust, 4.13%, 5/15/25 (a)		4,537		4,249
ATS Corp., 4.13%, 12/15/28, Callable 12/15/23 @ 102.06 (a)		1,000		900
Bombardier, Inc. 7.88%, 4/15/27, Callable 6/5/23 @ 101.97 (a)		6,000		5,985
7.50%, 2/1/29, Callable 2/1/26 @ 103.75 (a)		1,500		1,475
Latam Airlines Group SA 13.38%, 10/15/27, Callable 10/15/24 @ 110.03 (a)		3,000		3,147
13.38%, 10/15/29, Callable 10/15/25 @ 110.03 (a) (i)		2,000		2,101
Rolls-Royce PLC, 5.75%, 10/15/27, Callable 7/15/27 @ 100 (a)		1,967		1,962
Seaspan Corp., 5.50%, 8/1/29, Callable 8/1/24 @ 102.75 (a)		1,500		1,197
				21,016
Information Technology (0.1%):
Open Text Corp., 6.90%, 12/1/27, Callable 11/1/27 @ 100 (a)		1,059		1,095
Materials (1.8%):
Alcoa Nederland Holding BV, 6.13%, 5/15/28, Callable 6/5/23 @ 103.06 (a)		1,300		1,293
ARD Finance SA, 6.50%, 6/30/27, Callable 6/5/23 @ 103.25 (a) (l)		1,000		825
Eldorado Gold Corp., 6.25%, 9/1/29, Callable 9/1/24 @ 103.13 (a)		2,000		1,860
Endeavour Mining PLC, 5.00%, 10/14/26, Callable 10/14/23 @ 102.5 (a)		4,320		3,745
First Quantum Minerals Ltd., 7.50%, 4/1/25, Callable 5/15/23 @ 100 (a)		3,000		2,991
Infrabuild Australia Pty Ltd., 12.00%, 10/1/24, Callable 6/5/23 @ 106 (a)		2,000		1,909
Methanex Corp., 5.25%, 12/15/29, Callable 9/15/29 @ 100		3,931		3,690
Mineral Resources, Ltd., 8.00%, 11/1/27, Callable 11/1/24 @ 104 (a)		1,000		1,016
NOVA Chemicals Corp., 4.25%, 5/15/29, Callable 5/15/24 @ 102.13 (a)		500		405
Trivium Packaging Finance BV, 8.50%, 8/15/27, Callable 5/15/23 @ 104.25 (a)		1,000		966
				18,700
Real Estate (0.1%):
TK Elevator Holdco GmbH, 7.63%, 7/15/28, Callable 7/15/23 @ 103.81 (a) (i)		1,000		890
Sovereign Bond (0.1%):
Bahamas Government International Bond, 6.00%, 11/21/28, Callable 8/21/28 @ 100 (a)		1,500		1,148
Utilities (0.2%):
Empresa Electrica Cochrane SpA, 5.50%, 5/14/27 (a)		1,991		1,840
Total Yankee Dollars (Cost $143,242)				133,886

See notes to financial statements.

Victory Portfolios III
Victory High Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares or Principal Amount		Value
Commercial Paper (5.7%) (m)
Aviation Capital Group, 5.15%, 5/8/23 (a)	$	6,700	$	6,691
Canadian Natural Resources Ltd., 3.69%, 5/3/23 (a)		6,000		5,995
Global Payments, Inc. 5.64%, 5/2/23		3,000		2,998
5.64%, 5/4/23		2,300		2,298
5.65%, 5/5/23 (a)		4,600		4,595
Jabil, Inc., 5.48%, 5/1/23 (a)		9,900		9,896
Ovintiv, Inc. 3.80%, 5/3/23		3,000		2,999
5.32%, 5/4/23		3,000		2,997
Quanta Services, Inc. 5.32%, 5/1/23 (a)		2,300		2,299
5.34%, 5/3/23 (a)		2,500		2,498
5.37%, 5/5/23 (a)		5,100		5,095
Walgreens Boots Alliance, Inc. 5.53%, 5/1/23 (a)		1,300		1,299
5.53%, 5/2/23 (a)		6,000		5,996
5.53%, 5/4/23 (a)		2,600		2,598
Total Commercial Paper (Cost $58,278)				58,254
Exchange-Traded Funds (2.0%)
iShares BB Rated Corporate Bond ETF		180,000		8,136
iShares iBoxx High Yield Corporate Bond ETF (i)		70,599		5,320
SPDR Bloomberg High Yield Bond ETF (i)		70,315		6,504
Total Exchange-Traded Funds (Cost $19,976)				19,960
Collateral for Securities Loaned (2.7%)^
Goldman Sachs Financial Square Government Fund, Institutional Shares, 4.77% (n)		6,819,753		6,820
HSBC U.S. Government Money Market Fund, Institutional Shares, 4.76% (n)		6,819,753		6,819
Invesco Government & Agency Portfolio, Institutional Shares, 4.78% (n)		6,819,753		6,820
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 4.77% (n)		6,819,753		6,820
Total Collateral for Securities Loaned (Cost $27,279)				27,279
Total Investments (Cost $1,109,147) — 102.7%				1,042,281
Liabilities in excess of other assets — (2.7)%				(26,936	)
NET ASSETS — 100.00%			$	1,015,345

At April 30, 2023, the Fund's investments in foreign securities were 17.8% of net assets.

^ Purchased with cash collateral from securities on loan.

(a) Rule 144A security or other security that is restricted as to resale to institutional investors. As of April 30, 2023, the fair value of these securities was $730,284 thousands and amounted to 71.9% of net assets.

(b) Variable or Floating-Rate Security. Rate disclosed is as of April 30, 2023.

See notes to financial statements.

Victory Portfolios III
Victory High Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(e) Rounds to less than $1 thousand.

(f) Security is perpetual and has no final maturity date but may be subject to calls at various dates in the future.

(h) Security or portion of security purchased on a delayed-delivery and/or when-issued basis.

(i) All or a portion of this security is on loan.

(j) Zero-coupon bond.

(k) Up to 7.13% of the coupon may be PIK.

(l) Up to 7.25% of the coupon may be PIK.

(m) Rate represents the effective yield at April 30, 2023.

(n) Rate disclosed is the daily yield on April 30, 2023.

ADR — American Depositary Receipt

bps — Basis points

ETF — Exchange-Traded Fund

H15T5Y — 5 Year Treasury Constant Maturity Rate

LIBOR — London Interbank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of April 30, 2023, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of April 30, 2023, based on the last reset date of the security

LLC — Limited Liability Company

LP — Limited Partnership

MTN — Medium Term Note

PIK — Payment in-kind

PLC — Public Limited Company

SOFR — Secured Overnight Financing Rate

SOFR01M — 1 Month SOFR, rate disclosed as of April 30, 2023.

SOFR03M — 3 Month SOFR, rate disclosed as of April 30, 2023.

TSFR — Term SOFR

See notes to financial statements.

Victory Portfolios III
Victory High Income Fund

Schedule of Portfolio Investments — continued
April 30, 2023

TSFR1M — 1 month Term SOFR, rate disclosed as of April 30, 2023.

TSFR3M — 3 month Term SOFR, rate disclosed as of April 30, 2023.

USISDA05 — 5 Year ICE Swap Rate, rate disclosed as of April 30, 2023.

See notes to financial statements.

Victory Portfolios III

Statement of Assets and Liabilities
April 30, 2023

(Amounts in Thousands, Except Per Share Amounts)

	Victory High Income Fund
Assets:
Investments, at value (Cost $1,109,147)	$	1,042,281	(a)
Cash		1,783
Deposit with broker for futures contracts		93
Receivables:
Interest and dividends		15,351
Capital shares issued		1,141
Investments sold		3,870
From Adviser		32
Prepaid expenses		7
Total Assets		1,064,558
Liabilities:
Payables:
Collateral received on loaned securities		27,279
Investments purchased		20,384
Capital shares redeemed		785
Accrued expenses and other payables:
Investment advisory fees		417
Administration fees		114
Custodian fees		23
Transfer agent fees		107
Compliance fees		1
12b-1 fees		—	(b)
Other accrued expenses		103
Total Liabilities		49,213
Net Assets:
Capital		1,305,979
Total accumulated earnings/(loss)		(290,634	)
Net Assets	$	1,015,345
Net Assets
Fund Shares	$	747,751
Institutional Shares		264,669
Class A		2,151
Class R6		774
Total	$	1,015,345
Shares (unlimited number of shares authorized with no par value):
Fund Shares		111,471
Institutional Shares		39,513
Class A		320
Class R6		115
Total		151,419
Net asset value, offering and redemption price per share: (c)
Fund Shares	$	6.71
Institutional Shares		6.70
Class A		6.73
Class R6		6.71
Maximum Sales Charge — Class A		2.25	%
Maximum offering price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share — Class A	$	6.88

(a) Includes $26,369 thousand of securities on loan.

(b) Rounds to less than $1 thousand.

See notes to financial statements.

Victory Portfolios III

Statements of Operations

(Amounts in Thousands)

	Victory High Income Fund
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022
Investment Income:
Dividends	$	2,514		$	2,696
Interest		52,522			69,665
Securities lending (net of fees)		555			357
Foreign tax withholding		—			—	(b)
Total Income		55,591			72,718
Expenses:
Investment advisory fees		3,354			5,506
Administration fees — Fund Shares		842			1,315
Administration fees — Institutional Shares		198			405
Administration fees — Class A		2			4
Administration fees — Class R6		—	(b)		—	(b)
Sub-Administration fees		18			23
12b-1 fees — Class A		4			6
Custodian fees		95			89
Transfer agent fees — Fund Shares		763			1,114
Transfer agent fees — Institutional Shares		198			405
Transfer agent fees — Class A		2			2
Transfer agent fees — Class R6		—	(b)		—	(b)
Trustees' fees		35			49
Compliance fees		7			10
Legal and audit fees		81			91
State registration and filing fees		62			83
Interfund lending fees		—			3
Other expenses		131			188
Total Expenses		5,792			9,293
Expenses waived/reimbursed by Adviser		(124	)		(95	)
Net Expenses		5,668			9,198
Net Investment Income (Loss)		49,923			63,520
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		(43,918	)		34,234
Net change in unrealized appreciation/depreciation on investment securities		12,407			(198,527	)
Net realized/unrealized gains (losses) on investments		(31,511	)		(164,293	)
Change in net assets resulting from operations	$	18,412		$	(100,773	)

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Rounds to less than $1 thousand.

See notes to financial statements.

Victory Portfolios III

Statements of Changes in Net Assets

(Amounts in Thousands)

	Victory High Income Fund
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021
From Investments:
Operations:
Net Investment Income (Loss)	$	49,923		$	63,520		$	91,178
Net realized gains (losses)		(43,918	)		34,234			20,046
Net change in unrealized appreciation/ depreciation		12,407			(198,527	)		92,386
Change in net assets resulting from operations		18,412			(100,773	)		203,610
Distributions to Shareholders:
Fund Shares		(36,709	)		(44,394	)		(48,734	)
Institutional Shares		(13,212	)		(20,502	)		(40,433	)
Class A		(103	)		(118	)		(296	)
Class R6		(38	)		(26	)		(208	)
Change in net assets resulting from distributions to shareholders		(50,062	)		(65,040	)		(89,671	)
Change in net assets resulting from capital transactions		(56,164	)		(498,274	)		(185,398	)
Change in net assets		(87,814	)		(664,087	)		(71,459	)
Net Assets:
Beginning of period		1,103,159			1,767,246			1,838,705
End of period	$	1,015,345		$	1,103,159		$	1,767,246
Capital Transactions:
Fund Shares
Proceeds from shares issued	$	45,867		$	64,024		$	90,425
Distributions reinvested		33,764			41,155			45,288
Cost of shares redeemed		(91,030	)		(168,670	)		(262,821	)
Total Fund Shares	$	(11,399	)	$	(63,491	)	$	(127,108	)
Institutional Shares
Proceeds from shares issued	$	3,736		$	22,776		$	130,926
Distributions reinvested		13,193			20,474			40,372
Cost of shares redeemed		(61,707	)		(478,339	)		(219,424	)
Total Institutional Shares	$	(44,778	)	$	(435,089	)	$	(48,126	)
Class A
Proceeds from shares issued	$	10		$	122		$	82
Distributions reinvested		92			101			102
Cost of shares redeemed		(114	)		(264	)		(5,204	)
Total Class A	$	(12	)	$	(41	)	$	(5,020	)
Class R6
Proceeds from shares issued	$	269		$	850		$	162
Distributions reinvested		38			26			22
Cost of shares redeemed		(282	)		(529	)		(5,328	)
Total Class R6	$	25		$	347		$	(5,144	)
Change in net assets resulting from capital transactions	$	(56,164	)	$	(498,274	)	$	(185,398	)

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Statements of Changes in Net Assets

(Amounts in Thousands) (continued)

	Victory High Income Fund
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021
Share Transactions:
Fund Shares
Issued		6,880			8,498			11,660
Reinvested		5,072			5,550			5,880
Redeemed		(13,647	)		(22,457	)		(34,060	)
Total Fund Shares		(1,695	)		(8,409	)		(16,520	)
Institutional Shares
Issued		559			3,067			17,052
Reinvested		1,983			2,747			5,246
Redeemed		(9,081	)		(61,041	)		(28,493	)
Total Institutional Shares		(6,539	)		(55,227	)		(6,195	)
Class A
Issued		1			16			12
Reinvested		14			14			13
Redeemed		(16	)		(35	)		(662	)
Total Class A		(1	)		(5	)		(637	)
Class R6
Issued		40			122			20
Reinvested		6			4			3
Redeemed		(41	)		(74	)		(681	)
Total Class R6		5			52			(658	)
Change in Shares		(8,230	)		(63,589	)		(24,010	)

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

See notes to financial statements.

Victory Portfolios III

Financial Highlights

For a Share Outstanding Throughout Each Period

	Victory High Income Fund
	Fund Shares
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021			Year Ended July 31, 2020			Year Ended July 31, 2019			Year Ended July 31, 2018
Net Asset Value, Beginning of Period	$	6.91		$	7.92		$	7.44		$	7.91		$	8.01		$	8.27
Investment Activities:
Net investment income (loss)		0.33	(b)		0.37	(b)		0.39	(b)		0.44	(b)		0.47			0.47
Net realized and unrealized gains (losses)		(0.20	)		(1.00	)		0.47			(0.47	)		(0.10	)		(0.26	)
Total from Investment Activities		0.13			(0.63	)		0.86			(0.03	)		0.37			0.21
Distributions to Shareholders from:
Net investment income		(0.33	)		(0.38	)		(0.38	)		(0.44	)		(0.47	)		(0.47	)
Total Distributions		(0.33	)		(0.38	)		(0.38	)		(0.44	)		(0.47	)		(0.47	)
Redemption Fees Added to Beneficial Interests		—			—			—			—			—	(c)		—	(c)
Net Asset Value, End of Period	$	6.71		$	6.91		$	7.92		$	7.44		$	7.91		$	8.01
Total Return (d) (e)		2.00	%		(8.17	)%		11.84	%		(0.27	)%		4.85	%		2.65	%
Ratios to Average Net Assets:
Net Expenses (f) (g) (h) (i)		0.78	%		0.75	%		0.75	%		0.81	%		0.85	%		0.81	%
Net Investment Income (Loss) (f)		6.53	%		4.93	%		5.01	%		5.82	%		5.93	%		5.79	%
Gross Expenses (f) (g)		0.79	%		0.75	%		0.75	%		0.81	%		0.85	%		0.81	%
Supplemental Data:
Net Assets at end of period (000's)	$	747,751		$	782,254		$	962,971		$	1,027,510		$	1,212,711		$	1,207,790
Portfolio Turnover (d) (j)		60	%		35	%		30	%		48	%		31	%		22	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(d) Not annualized for periods less than one year.

(f) Annualized for periods less than one year.

(g) Does not include acquired fund fees and expenses, if any.

(h) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through November 30, 2023, instead of coinciding with the Fund's fiscal year end.

(j) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Victory High Income Fund
	Institutional Shares
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021			Year Ended July 31, 2020			Year Ended July 31, 2019			Year Ended July 31, 2018
Net Asset Value, Beginning of Period	$	6.90		$	7.91		$	7.43		$	7.90		$	8.00		$	8.26
Investment Activities:
Net investment income (loss)		0.33	(b)		0.38	(b)		0.39	(b)		0.44	(b)		0.47			0.48
Net realized and unrealized gains (losses)		(0.19	)		(1.00	)		0.48			(0.47	)		(0.09	)		(0.26	)
Total from Investment Activities		0.14			(0.62	)		0.87			(0.03	)		0.38			0.22
Distributions to Shareholders from:
Net investment income		(0.34	)		(0.39	)		(0.39	)		(0.44	)		(0.48	)		(0.48	)
Total Distributions		(0.34	)		(0.39	)		(0.39	)		(0.44	)		(0.48	)		(0.48	)
Redemption Fees Added to Beneficial Interests		—			—			—			—			—	(c)		—	(c)
Net Asset Value, End of Period	$	6.70		$	6.90		$	7.91		$	7.43		$	7.90		$	8.00
Total Return (d) (e)		2.11	%		(8.08	)%		11.93	%		(0.19	)%		4.94	%		2.74	%
Ratios to Average Net Assets:
Net Expenses (f) (g) (h) (i)		0.64	%		0.64	%		0.67	%		0.72	%		0.78	%		0.72	%
Net Investment Income (Loss) (f)		6.65	%		5.00	%		5.08	%		5.91	%		6.00	%		5.88	%
Gross Expenses (f) (g)		0.66	%		0.65	%		0.68	%		0.73	%		0.78	%		0.72	%
Supplemental Data:
Net Assets at end of period (000's)	$	264,669		$	317,913		$	801,226		$	798,688		$	913,599		$	966,124
Portfolio Turnover (d) (j)		60	%		35	%		30	%		48	%		31	%		22	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(d) Not annualized for periods less than one year.

(f) Annualized for periods less than one year.

(g) Does not include acquired fund fees and expenses, if any.

(h) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through November 30, 2023, instead of coinciding with the Fund's fiscal year end.

(j) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Victory High Income Fund
	Class A
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021			Year Ended July 31, 2020			Year Ended July 31, 2019			Year Ended July 31, 2018
Net Asset Value, Beginning of Period	$	6.93		$	7.94		$	7.46		$	7.93		$	8.03		$	8.28
Investment Activities:
Net investment income (loss)		0.32	(b)		0.36	(b)		0.38	(b)		0.43	(b)		0.46			0.46
Net realized and unrealized gains (losses)		(0.20	)		(1.00	)		0.47			(0.48	)		(0.10	)		(0.26	)
Total from Investment Activities		0.12			(0.64	)		0.85			(0.05	)		0.36			0.20
Distributions to Shareholders from:
Net investment income		(0.32	)		(0.37	)		(0.37	)		(0.42	)		(0.46	)		(0.45	)
Total Distributions		(0.32	)		(0.37	)		(0.37	)		(0.42	)		(0.46	)		(0.45	)
Redemption Fees Added to Beneficial Interests		—			—			—			—			—	(c)		—	(c)
Net Asset Value, End of Period	$	6.73		$	6.93		$	7.94		$	7.46		$	7.93		$	8.03
Total Return (excludes sales charges) (d) (e)		1.91	%		(8.22	)%		11.58	%		(0.44	)%		4.69	%		2.55	%
Ratios to Average Net Assets:
Net Expenses (f) (g) (h) (i)		0.90	%		0.83	%		0.92	%		0.98	%		1.00	%		1.02	%(j)
Net Investment Income (Loss) (f)		6.41	%		4.85	%		4.89	%		5.63	%		5.78	%		5.58	%
Gross Expenses (f) (g)		1.81	%		1.58	%		1.37	%		1.09	%		1.21	%		1.13	%
Supplemental Data:
Net Assets at end of period (000's)	$	2,151		$	2,229		$	2,586		$	7,184		$	10,021		$	10,019
Portfolio Turnover (d) (k)		60	%		35	%		30	%		48	%		31	%		22	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(d) Not annualized for periods less than one year.

(f) Annualized for periods less than one year.

(g) Does not include acquired fund fees and expenses, if any.

(h) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through November 30, 2023, instead of coinciding with the Fund's fiscal year end.

(j) Prior to December 1, 2017, USAA Asset Management Company (previous Investment Adviser) voluntarily agreed to limit the annual expenses of the Class A shares to 1.05% of the Class A shares' average daily net assets.

(k) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(continues on next page)

See notes to financial statements.

Victory Portfolios III

Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Victory High Income Fund
	Class R6
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021			Year Ended July 31, 2020			Year Ended July 31, 2019			Year Ended July 31, 2018
Net Asset Value, Beginning of Period	$	6.91		$	7.92		$	7.43		$	7.90		$	8.01		$	8.26
Investment Activities:
Net investment income (loss)		0.34	(b)		0.41	(b)		0.40	(b)		0.45	(b)		0.48			0.48
Net realized and unrealized gains (losses)		(0.20	)		(1.00	)		0.49			(0.47	)		(0.10	)		(0.25	)
Total from Investment Activities		0.14			(0.59	)		0.89			(0.02	)		0.38			0.23
Distributions to Shareholders from:
Net investment income		(0.34	)		(0.42	)		(0.40	)		(0.45	)		(0.49	)		(0.48	)
Total Distributions		(0.34	)		(0.42	)		(0.40	)		(0.45	)		(0.49	)		(0.48	)
Net Asset Value, End of Period	$	6.71		$	6.91		$	7.92		$	7.43		$	7.90		$	8.01
Total Return (c) (d)		2.19	%		(7.65	)%		12.25	%		(0.12	)%		4.95	%		2.94	%
Ratios to Average Net Assets:
Net Expenses (e) (f) (g) (h)		0.56	%		0.22	%		0.58	%		0.64	%		0.65	%		0.65	%
Net Investment Income (Loss) (e)		6.75	%		5.51	%		5.25	%		5.98	%		6.13	%		5.95	%
Gross Expenses (e) (f)		3.06	%		4.07	%		0.92	%		0.82	%		0.96	%		0.92	%
Supplemental Data:
Net Assets at end of period (000's)	$	774		$	763		$	463		$	5,323		$	5,214		$	5,055
Portfolio Turnover (c) (i)		60	%		35	%		30	%		48	%		31	%		22	%

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(e) Annualized for periods less than one year.

(f) Does not include acquired fund fees and expenses, if any.

(g) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through November 30, 2023, instead of coinciding with the Fund's fiscal year end.

(i) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

See notes to financial statements.

Victory Portfolios III

Notes to Financial Statements
April 30, 2023

1. Organization:

The accompanying financial statements are those of the Victory High Income Fund (formerly USAA High Income Fund) (the "Fund"). The Fund offers four classes of shares: Fund Shares, Institutional Shares, Class A, and Class R6. The Fund is classified as diversified under the 1940 Act.

2. Significant Accounting Policies:

Investment Valuation:

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:

• Level 1 — quoted prices (unadjusted) in active markets for identical securities

• Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, or credit spreads, applicable to those securities, etc.)

• Level 3 — significant unobservable inputs (including the Adviser's assumptions in determining the fair value of investments)

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Investments in open-end investment companies, other than ETFs, are valued at their net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.

	Level 1		Level 2		Level 3			Total
Asset-Backed Securities	$	—	$	21,659	$	—		$	21,659
Collateralized Mortgage Obligations		—		31,702		—			31,702
Common Stocks		1,928		1,590		—	(a)		3,518
Preferred Stocks		19,855		—		—			19,855
Senior Secured Loans		—		67,915		6			67,921
Corporate Bonds		—		658,247		—			658,247
Yankee Dollars		—		133,886		—			133,886
Commercial Paper		—		58,254		—			58,254
Exchange-Traded Funds		19,960		—		—			19,960
Collateral for Securities Loaned		27,279		—		—			27,279
Total	$	69,022	$	973,253	$	6		$	1,042,281

(a) Amount is less than $1 thousand.

As of April 30, 2023, there were no transfers into/out of Level 3.

Real Estate Investment Trusts ("REITs"):

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

the year are recorded as realized gains or return of capital as estimated by the Fund or when such information becomes known.

Investment Companies:

Exchange-Traded Funds:

Open-End Funds:

Securities Purchased on a Delayed-Delivery or When-Issued Basis:

The Fund may purchase securities on a delayed-delivery or when-issued basis. Delivery and payment for securities that have been purchased by the Fund on a delayed-delivery or when-issued basis, or for delayed draws on loans can generally take place within 35 days after the trade date. Securities that require more than 35 days to settle are considered a senior security and subject to Rule 18f-4. At the time the Fund makes the commitment to purchase a security on a delayed-delivery or when-issued basis, the Fund records the transaction and reflects the value of the security in determining NAV. No interest accrues to the Fund until the transaction settles and payment takes place. If the Fund owns delayed-delivery or when-issued securities, these values are included in Payables for Investments purchased on the accompanying Statement of Assets and Liabilities.

Municipal Obligations:

Mortgage- and Asset-Backed Securities:

The values of some mortgage-related or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early repayment of principal on some mortgage-related securities may expose the Fund to a lower rate of return upon reinvestment of principal. The values of mortgage- and asset-backed securities depend in part on the credit quality and adequacy of the underlying assets or collateral and may fluctuate in response to the market's perception of these factors as well as current and future repayment rates. Some mortgage-backed securities are backed by the full faith and credit of the U.S. government (e.g., mortgage-backed securities issued by the Government National Mortgage Association, commonly known as "Ginnie Mae"), while other mortgage-backed securities (e.g., mortgage- backed securities issued by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation, commonly known as "Fannie Mae" and "Freddie Mac," respectively), are backed only by the credit of the government entity issuing them. In addition, some mortgage-backed securities

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

are issued by private entities and, as such, are not guaranteed by the U.S. government or any agency or instrumentality of the U.S. government.

Leveraged Loans:

Below-Investment-Grade Securities:

The Fund invests in below-investment-grade securities (i.e., lower-quality, "junk" debt), which are subject to various risks. Lower-quality debt is considered to be speculative because it is less certain that the issuer will be able to pay interest or repay the principal than in the case of investment-grade debt. These securities can involve a substantially greater risk of default than higher-rated securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about their issuers, the market and the economy in general, than higher-quality debt securities. The market for these securities can be less liquid, especially during periods of recession or general market decline.

Derivative Instruments:

Futures Contracts:

The Fund did not hold futures contracts as of April 30, 2023 and July 31, 2022.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Investment Transactions and Related Income:

Securities Lending:

The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or repledged, except to satisfy borrower default.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of April 30, 2023.

Value of Securities on Loan				Non-Cash Collateral				Cash Collateral
$	26,369			$	—			$	27,279

Federal Income Taxes:

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

taxes is required in the financial statements. The Fund had a tax year end of July 31, and effective April 30, 2023, the Fund changed its tax year end to April 30.

Allocations:

Cross-Trade Transactions:

Pursuant to Rule 17a-7 under the 1940 Act, the Fund may engage in cross-trades, which are securities transactions with affiliated investment companies and advisory accounts managed by the Adviser and any applicable sub-adviser under specified conditions outlined in the valuation policies and procedures adopted by the Board. In addition, as defined under the valuation policies and procedures, each transaction must be effected at the independent current market price. For the nine months ended April 30, 2023, the Fund engaged in the following securities transactions with affiliated funds, which resulted in the following net realized gains (losses) (amounts in thousands):

Purchases				Sales				Net Realized Gains (Losses)
$	—			$	4,950			$	(50	)

For the year ended July 31, 2022, the Fund engaged in the following securities transactions with affiliated funds, which resulted in the following net realized gains (losses) (amounts in thousands):

Purchases				Sales				Net Realized Gains (Losses)
$	—			$	5,076			$	674

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the nine months ended April 30, 2023, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities
Purchases		Sales
$	578,949	$	628,691

4. Affiliated Fund Ownership:

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

and semi-annual reports may be viewed at vcm.com. As of April 30, 2023, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated Victory Portfolios III Mutual Funds	Ownership %
Victory Cornerstone Conservative Fund		1.1
Victory Target Retirement Income Fund		3.5
Victory Target Retirement 2030 Fund		4.5
Victory Target Retirement 2040 Fund		4.8
Victory Target Retirement 2050 Fund		1.0

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.50% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Investment advisory fees.

The performance adjustment for each share class is accrued daily and calculated monthly by comparing the respective class' performance to that of the Lipper High Yield Bond Funds Index. The Lipper High Yield Bond Funds Index tracks the total return performance of the largest funds within the Lipper High Yield Bond Funds category.

The performance period for each share class consists of the current month plus the previous 35 months. The following table is utilized to determine the extent of the performance adjustment:

Over/Under Performance Relative to Index (in basis points)^(a)		Annual Adjustment Rate (in basis points)
	+/- 20 to 50		+/- 4
	+/- 51 to 100		+/- 5
	+/- 101 and greater		+/- 6

(a) Based on the difference between the average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point.

Under the performance fee arrangement, each class pays a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper High Yield Bond Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period August 1, 2022, to April 30, 2023, performance adjustments were $(275), $(175), $(2), and $(1) for Fund Shares, Institutional Shares, Class A, and Class R6, in thousands, respectively. Performance adjustments were (0.05)%, (0.09)%, (0.10)%, and (0.09)% for Fund Shares, Institutional Shares, Class A, and Class R6, respectively. For the period August 1, 2021, to July 31, 2022, performance adjustments were $(540), $(373), $(4), and $(2) for Fund Shares, Institutional Shares, Class A, and Class R6, in thousands, respectively. Performance adjustments were (0.06)%, (0.09)%, (0.17)%, and (0.43)% for Fund Shares, Institutional Shares, Class A, and Class R6, respectively. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019, permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the nine months ended April 30, 2023, and the year ended July 31, 2022, the Fund had no subadvisers.

Administration and Servicing Fees:

VCM also serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15%, 0.10%, 0.15%, and 0.05%, which is based on the Fund's average daily net assets of the Fund Shares, Institutional Shares, Class A, and Class R6, respectively. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Administration fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Fund reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Sub-Administration fees.

The Fund (as part of the Trust) has entered into an agreement with the Adviser to provide compliance services, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration, and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. The funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Compliance fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser, provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual charge of $25.50 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent fees for Institutional Shares, Class A, and Class R6, are paid monthly based on a fee accrued daily at an annualized rate of 0.10%, 0.10%, and 0.01%, respectively, of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Transfer agent fees.

Distributor/Underwriting Services:

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% of the average daily net assets of Class A. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activity primarily intended to result in the sale of Class A. Amounts incurred and paid to the Distributor for the nine months ended April 30, 2023, and year ended July 31, 2022, are reflected on the Statements of Operations as 12b-1 fees.

Other Fees:

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least November 30, 2023. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limits for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Performance adjustments, acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of April 30, 2023, the expense limits (excluding voluntary waivers) were 0.83%, 0.73%, 1.00%, and 0.65% for Fund Shares, Institutional Shares, Class A, and Class R6, respectively.

Expires 2023				Expires 2024				Expires 2025				Expires 2026				Total
$	1			$	114			$	95			$	124			$	334

As of July 31, 2022, the following amounts were available to be repaid to the Adviser (amounts in thousands).

Expires 2023				Expires 2024				Expires 2025				Total
$	69			$	114			$	95			$	278

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the nine months ended April 30, 2023, and the year ended July 31, 2022.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

6. Risks:

The Fund may be subject to other risks in addition to these identified risks.

High-Yield/Junk Bond Risk — Fixed-income securities rated below investment grade, also known as "junk" or high-yield bonds, generally entail greater economic, credit, and liquidity risk than investment-grade securities. Their prices may be more volatile, especially during economic downturns, financial setbacks, or liquidity events. High-yield securities also can involve a substantially greater risk of default than higher quality debt securities, and their values can decline significantly over short and longer periods of time.

LIBOR Discontinuation Risk — The LIBOR discontinuation may adversely affect the financial markets generally and the Fund's operations, finances and investments specifically. LIBOR has been the principal floating-rate benchmark in the financial markets. However, LIBOR has been or will be discontinued as a floating rate benchmark. The date of discontinuation depends on the LIBOR currency and tenor. With limited exceptions, no new LIBOR obligations will be entered into after December 31, 2021. Existing LIBOR obligations have transitioned or will transition to another benchmark, depending on the LIBOR currency and tenor. For some existing LIBOR-based obligations, the contractual consequences of the discontinuation of LIBOR may not be clear.

Non-LIBOR floating-rate obligations, including SOFR-based obligations, may have returns and values that fluctuate more than those of floating-rate debt obligations that are based on LIBOR or other rates. Also, because SOFR and some alternative floating rates are relatively new market indexes, markets for certain non-LIBOR obligations may never develop or may not be liquid. Market terms for non-LIBOR floating rate obligations, such as the spread over the index reflected in interest-rate provisions, may evolve over time, and prices of non-LIBOR floating rate obligations may be different depending on when they are issued and changing views about correct spread levels.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, terrorism, trade disputes, inflation rates, interest rate levels and other fiscal and monetary policy changes, cybersecurity incidents, pandemics and other public health crises, sanctions against a particular foreign country, its nationals, businesses or industries and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, or other catastrophes, may add to instability in global economies and markets generally, and may lead to increased market volatility. Global economies and financial markets are highly interconnected, which increases the possibility that conditions in one country or region might adversely affect issuers in another country or region. The impact of these and other factors may be short-term or may last for extended periods.

7. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the nine months ended April 30, 2023, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from August 1, 2021, through June 27, 2022, interest was based on the one-month LIBOR plus one percent. For the period June 28, 2022, through April 30, 2023, interest was based on the one-month SOFR plus 1.10 percent. Effective with the next amendment on June 27, 2023, the annual commitment fee of 0.15% will remain unchanged. The Fund did not experience a material financial impact transitioning from LIBOR to SOFR. Interest charged to the Fund during the period, if applicable, is reflected on the Statements of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the nine months ended April 30, 2023, and the year ended July 31, 2022.

Interfund Lending:

The Trust and the Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other fund in the Victory Funds Complex that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending.

The Fund did not utilize or participate in the Facility during the nine months ended April 30, 2023.

The average borrowing or lending for the days outstanding and average interest rate for the Fund during the year ended July 31, 2022. were as follows (amounts in thousands):

Borrower or Lender				Amount Outstanding at July 31, 2022				Average Borrowing*				Average Interest Rate*				Maximum Borrowing During the Period
Borrower				$	—			$	29,461				0.62	%		$	43,998

* Based on the number of days borrowings were outstanding for the year ended July 31, 2022.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

8. Federal Income Tax Information:

The Fund intends to distribute any net investment income monthly. Distributable net realized gains, if any, are declared and paid at least annually.

The amounts of dividends from net investment income and distributions from net realized gains (collectively, distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

As of April 30, 2023, on the Statement of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows (amounts in thousands):

Total Accumulated Earnings/(Loss)				Capital
$	(6	)		$	6

Nine Months Ended April 30, 2023
Distributions Paid From
Ordinary Income		Total Distributions Paid
$	50,062	$	50,062

Year Ended July 31, 2022				Year Ended July 31, 2021
Distributions Paid From				Distributions Paid From
Ordinary Income		Total Distributions Paid		Ordinary Income		Total Distributions Paid
$	65,040	$	65,040	$	89,671	$	89,671

As of April 30, 2023, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed Ordinary Income				Other Earnings (Loss)				Accumulated Earnings				Accumulated Capital and Other Loss				Unrealized Appreciation (Depreciation)*				Total Accumulated Earnings (Loss)
$	2,625			$	(9	)		$	2,616			$	(223,489	)		$	(69,761	)		$	(290,634	)

* The difference between the book-basis and tax-basis of unrealized appreciation (depreciation) is attributable to the tax deferral of losses on wash sales, defaulted bonds, hybrid accruals on interest purchased, and REIT adjustments.

Short-Term Amount				Long-Term Amount				Total
$	36,746			$	186,743			$	223,489

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

Cost of Investments for Federal Tax Purposes				Gross Unrealized Appreciation				Gross Unrealized Depreciation				Net Unrealized Appreciation (Depreciation)
$	1,112,042			$	12,425			$	(82,186	)		$	(69,761	)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of Victory High Income Fund (Formerly USAA High Income Fund)

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Victory High Income Fund (formerly USAA High Income Fund) (the "Fund") (one of the funds constituting Victory Portfolios III (formerly USAA Mutual Funds Trust) (the "Trust")), including the schedule of portfolio investments as of April 30, 2023, and the related statements of operations for the period from August 1, 2022 through April 30, 2023 and the year ended July 31, 2022, the statements of changes in net assets for the period from August 1, 2022 through April 30, 2023 and each of the two years in the period ended July 31, 2022, the financial highlights for the period from August 1, 2022 through April 30, 2023 and each of the five years in the period ended July 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting Victory Portfolios III) at April 30, 2023, the results of its operations for the period from August 1, 2022 through April 30, 2023 and the year ended July 31, 2022, the changes in its net assets for the period from August 1, 2022 through April 30, 2023 and each of the two years in the period ended July 31, 2022, and its financial highlights for the period from August 1, 2022 through April 30, 2023 and each of the five years in the period ended July 31, 2022, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2023, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
June 28, 2023

Victory Portfolios III

Supplemental Information
April 30, 2023

(Unaudited)

Trustee and Officer Information

Board of Trustees:

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Independent Trustees

Jefferson C. Boyce
(September 1957)

Independent Chair

Trustee since September 2013, Independent Chair since January 2021

Retired.

Westhab, Inc., New York Theological Seminary, American Filtration Corp.

Dawn M. Hawley
(February 1954)

Trustee

Trustee since April 2014

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Daniel S. McNamara
(June 1966)

Trustee

Trustee since January 2012

None

Paul L. McNamara
(July 1948)

Trustee

Trustee since January 2012

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Richard Y. Newton, III (January 1956)

Trustee

Trustee since March 2017

Terran Orbital Corp., American Made Filtration Corp.

Barbara B. Ostdiek, Ph.D.
(March 1964)

Trustee

Trustee since January 2008

None

John C. Walters
(February 1962)

Trustee

Trustee since July 2019

Retired.

Guardian Variable Products Trust (16 series)

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Fund

Term of
Office and
Length of
Time Served

Principal Occupation(s) Held
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Interested Trustee

David C. Brown
(May 1972)

Trustee

Trustee since July 2019

45 portfolios within the Trust; 40 portfolios within the Victory Portfolios, 25 series within the Victory Portfolios II, and 6 series within the Victory Variable Insurance Funds

None

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Officers of the Trust

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

James K. De Vries
(April 1969)

President

March 2018*

Scott Stahorsky
(July 1969)

Vice President

July 2019

Thomas Dusenberry
(July 1977)

Secretary

June 2022

Allan Shaer,
(March 1965)

Treasurer

July 2019*

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

Christopher Ponte,
(March 1984)

Assistant Treasurer

May 2023

Carol D. Trevino
(October 1965)

Assistant Treasurer

September
2018

Director, Financial Reporting, Fund Administration (5/1/23-present); Director, Accounting and Finance, the Adviser (7/1/19-4/30/23); Accounting/Financial Director, USAA (12/13-6/30/19). Ms. Trevino also serves as Assistant Treasurer of Victory Portfolios, Victory Portfolios II, and Victory Variable Insurance Funds (2/28/23-present).

Charles Booth
(April 1960)

Anti-Money Laundering Compliance Officer and Identity Theft Officer

July 2019

Director, Regulatory Administration and CCO Support
Services, Citi Fund Services Ohio, Inc. (2007-present).

Sean Fox
(September 1976)

Chief Compliance Officer

June 2022

* Effective May 1, 2023, Mr. De Vries resigned as Treasurer and accepted the position of President, and Mr. Shaer resigned as Assistant Treasurer and accepted the position of Treasurer.

Effective May 1, 2023, Christopher Dyer resigned as the President of the Trust.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent 12 months ended June 30 is available on the SEC's website at sec.gov.

Availability of Schedules of Portfolio Investments:

Expense Examples

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from November 1, 2022, through April 30, 2023.

	Beginning Account Value 11/1/22		Actual Ending Account Value 4/30/23		Hypothetical Ending Account Value 4/30/23		Actual Expenses Paid During Period 11/1/22- 4/30/23*		Hypothetical Expenses Paid During Period 11/1/22- 4/30/23*		Annualized Expense Ratio During Period 11/1/22- 4/30/23
Fund Shares	$	1,000.00	$	1,058.50	$	1,020.88	$	4.03	$	3.96		0.79	%
Institutional Shares		1,000.00		1,059.30		1,021.52		3.37		3.31		0.66	%
Class A		1,000.00		1,057.70		1,020.18		4.74		4.66		0.93	%
Class R6		1,000.00		1,059.70		1,021.82		3.06		3.01		0.60	%

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Additional Federal Income Tax Information

Dividends Received Deduction (corporate shareholders)				Qualified Dividend Income (non-corporate shareholders)
	0.58	%			0.63	%

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

Victory High Income Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of Victory Portfolios III Trust (the "Trust") held on December 8-9, 2022, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 8-9, 2022 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 21, 2022.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

Advisory Agreement

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management program, (iv) derivatives risk management program, and (v) cybersecurity programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's net management fee rate — which includes advisory and administrative services and the effects of any performance adjustment, as well as any fee waivers and reimbursements — was below the medians of its expense group and its expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were below the medians of its expense group and its expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund.

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was below the average of its performance universe and its Lipper index for the one-, three- and five-year periods ended June 30, 2022, and was above the average of its performance universe and was below its Lipper index for the ten-year period ended June 30, 2022. The Board took into account management's discussion of the Fund's performance, including the Fund's more recent improved performance.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Economies of Scale — The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board also considered the effect of the change in size, if any, of each of the Fund's classes on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices and the Adviser is appropriately monitoring the Fund's performance; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and its affiliates and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Liquidity Risk Management Program:

The Victory Portfolio III Funds (the "Trust") have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage the Fund's liquidity risk, taking into consideration the Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short- and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The Trust's Board of Trustees approved the appointment of the Fund's investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.

At a meeting held on March 10, 2023, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-RN (prior to August 2022, Form N-LIQUID) and recommended no material changes to the LRMP.

Privacy Policy

Protecting the Privacy of Information

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic, and procedural safeguards to guard your personal information.*

P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our website at:				Call
vcm.com				(800) 235-8396

40052-0723

April 30, 2023

Annual Report

Victory Money Market Fund

(Formerly USAA^® Money Market Fund)

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Victory Portfolios III

TABLE OF CONTENTS

Shareholder Letter (Unaudited)					2
Manager's Commentary (Unaudited)					4
Investment Overview (Unaudited)					5
Investment Objective & Portfolio Holdings (Unaudited)					6
Schedule of Portfolio Investments					7
Financial Statements
Statement of Assets and Liabilities					10
Statements of Operations					11
Statements of Changes in Net Assets					12
Financial Highlights					13
Notes to Financial Statements					14
Report of Independent Registered Public Accounting Firm					21
Supplemental Information (Unaudited)					22
Trustee and Officer Information					22
Proxy Voting and Portfolio Holdings Information					28
Expense Example					28
Additional Federal Income Tax Information					29
Advisory Contract Approval					30
Privacy Policy (inside back cover)

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

For more specific information, please consult your tax adviser.

• NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE

(Unaudited)

Dear Shareholder,

If you are reading this letter but double-checking your calendar, be assured there's no mistake. The annual reporting period for your Victory Mutual Fund (formerly USAA^® Mutual Fund) has shifted from a fiscal year ended July 31^st to a fiscal year ended April 30^th. This change has no impact on any of your investments and simply aims to help us improve efficiencies and reduce operational costs. Therefore, this letter covers an abbreviated "annual" period from August 1, 2022, through April 30, 2023. Future annual reports will cover the 12-month period ended April 30 going forward.

From all of us here at Victory Capital, thank you for your ongoing confidence and for letting us help you work toward your investment goals.

James De Vries

President,
Victory Funds

Victory Money Market Fund

Managers' Commentary
(Unaudited)

• What were the market conditions during the reporting period?

During the reporting period (August 1, 2022 to April 30, 2023) market conditions changed dramatically. Beginning in March 2022, officials at the U.S. Federal Reserve (the "Fed") began raising their target range for federal funds ("fed funds") in an effort to cool the economy and control inflation. With inflation firmly higher than the Fed's target level, they continued to raise rates aggressively during the entire reporting period. As of August 1, 2022, the target federal funds rate was a range of between 2.25% and 2.50%. By the end of the reporting period on April 30, 2023, that range had risen to between 4.75% and 5.00%. The Fed has indicated that, depending on incoming economic data, additional future rate increases may be required.

As a result of the Fed's interest rate target increases during the reporting period, short-term interest rates rose significantly. This resulted in higher yields on U.S. Treasury bills, repurchase agreements, commercial paper, and certificates of deposit. We would expect this trend to continue should the Fed continue to increase the fed funds rate.

• How did the Victory Money Market Fund (the "Fund") perform during the reporting period?

The Fund's fiscal year-end changed this year to April 30 from July 31, resulting in a shorter reporting period for fiscal year ended 2023. For the nine-month reporting period ended April 30, 2023, the Fund had a return of 2.71%, compared to an average return of 2.56% for the funds in the Lipper Money Market Funds category.

• What strategies did you employ during the period?

During the reporting period ending April 30, 2023, we continued to invest in commercial paper, fixed- and floating-rate Yankee CDs, fixed- and floating-rate domestic CDs, Treasury securities, and repurchase agreements. We maintained the Fund's investments in floating-rate securities as interest rates moved higher while also maintaining our exposure to variable rate demand notes. Both of these categories of investment pay higher rates as interest rates move higher. Furthermore, we have been keeping portfolio maturities relatively short. This allows us to take advantage of rising short term interest rates by reinvesting maturities more often. As always, we relied on our team of analysts to help us identify securities that we believe represented attractive relative value. These specialists also continue to analyze and monitor every holding in the portfolio.

Thank you for allowing us to assist in your investment needs.

Money market funds are not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. Although money market funds seek to preserve the value of investors' shares at $1.00 per share, it is possible to lose money by investing in a money market fund.

Victory Money Market Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended April 30, 2023

	Fund Shares
INCEPTION DATE	1/30/81
	Net Asset Value
One Year		2.94	%
Five Year		1.27	%
Ten Year		0.74	%

You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1 per share, it cannot guarantee it will do so. The Fund may impose a fee upon the sale of your shares or may temporarily suspend your ability to sell shares if the Fund's liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not a deposit in a bank, and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund's sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

Victory Money Market Fund — Growth of $10,000

The graph reflects investment growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Victory Portfolios III
Victory Money Market Fund

April 30, 2023

(Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks the highest income consistent with preservation of capital and the maintenance of liquidity.

Portfolio Mix

April 30, 2023

(% of Net Assets)

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Victory Portfolios III
Victory Money Market Fund

Schedule of Portfolio Investments
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Corporate Bonds (2.2%)
Financials (2.2%):
Bass Pro Rossford Development Co. LLC (LOC — Fifth Third Bank), 4.98%, 11/1/27 (a)	$	15,580	$	15,580
NLS 2015 Irrevocable Trust (LOC — Bank of Oklahoma, N.A.), 5.07%, 12/1/39, Callable 6/20/23 @ 100 (a)		11,260		11,260
Opler Irrevocable Trust (LOC — Bank of Oklahoma, N.A.), 5.07%, 11/1/39, Callable 6/20/23 @ 100 (a)		9,280		9,280
Stobro Co. LP (LOC — Federal Home Loan Bank of Pittsburgh), 4.90%, 1/1/32 (a)		8,330		8,330
				44,450
Total Corporate Bonds (Cost $44,450)				44,450
Municipal Bonds (1.0%)
Arizona (1.0%):
The Yavapai County IDA Revenue (LOC — Bank of Nova Scotia), 4.85%, 9/1/35, Continuously Callable @100 (a)		20,000		20,000
Total Municipal Bonds (Cost $20,000)				20,000
U.S. Treasury Obligations (2.5%)
U.S. Treasury Notes, 5.16% (USBMMY3M+3bps), 7/31/23 (b)		50,000		49,998
Total U.S. Treasury Obligations (Cost $49,998)				49,998
Commercial Paper (56.0%) (c)
Ameren Corp., 6.75%, 5/1/23		40,000		40,000
American Honda Finance Corp. 4.89%, 5/16/23		20,000		19,956
4.93%, 5/18/23		20,000		19,951
Aviation Capital Group, 5.50%, 5/1/23 (d)		95,000		95,000
Barton Capital SA, 4.76%, 5/1/23 (d)		20,000		20,000
Canadian Natural Resources Ltd. 2.77%, 5/2/23 (d)		20,000		19,997
3.69%, 5/3/23 (d)		20,000		19,994
Corporate Asset Funding Co. LLC 4.86%, 6/20/23 (d)		20,000		19,863
5.18%, 7/13/23 (d)		20,000		19,789
Dairy Farmers of America, Inc., 5.15%, 5/1/23 (d)		95,000		95,000
Duke Energy Corp., 4.08%, 5/5/23 (d)		20,000		19,989
Enbridge Gas Distribution, 5.16%, 5/1/23 (d)		20,000		20,000
Energy Transfer LP, 5.50%, 5/1/23		95,000		95,000
Evergy Kansas Central 4.58%, 5/9/23 (d)		20,000		19,977
4.64%, 5/10/23 (d)		18,000		17,977
4.69%, 5/11/23 (d)		20,000		19,971
FMC Corp., 5.50%, 5/1/23 (d)		95,000		95,000
Glencore Funding LLC, 3.90%, 5/4/23 (d)		20,000		19,991
Gotham Funding Corp., 5.09%, 6/20/23 (d)		20,000		19,857

See notes to financial statements.

Victory Portfolios III
Victory Money Market Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Hannover Funding Co. LLC 2.57%, 5/2/23 (d)	$	20,000	$	19,997
5.48%, 6/1/23 (d)		20,000		19,903
Hyundai Capital America, 5.29%, 5/30/23 (d)		21,745		21,650
Ingredion, Inc., 3.35%, 5/3/23 (d)		40,000		39,989
Jabil, Inc., 6.82%, 5/1/23 (d)		95,000		95,000
Liberty Street Funding LLC, 3.83%, 5/4/23 (d)		20,000		19,992
LMA-Americas LLC 4.76%, 6/8/23 (d)		20,000		19,897
5.20%, 6/27/23 (d)		20,000		19,834
Nutrien Financial US LLC, 3.88%, 5/4/23 (d)		20,000		19,991
Nutrien Ltd., 3.83%, 5/4/23 (d)		20,000		19,992
Ridgefield Funding Co. LLC, 5.23%, 7/10/23 (d)		20,000		19,796
Sheffield Receivables 5.08%, 5/1/23 (d)		20,000		20,000
4.77%, 6/14/23 (d)		20,000		19,881
Victory Receivables Corp. 2.55%, 5/2/23 (d)		20,000		19,997
5.19%, 7/17/23 (d)		20,000		19,778
VW Credit, Inc. 3.79%, 5/4/23 (d)		20,000		19,992
4.59%, 5/9/23 (d)		20,000		19,977
Total Commercial Paper (Cost $1,132,978)				1,132,978
Certificates of Deposit (16.1%)
Bank of America NA 5.05%, 5/23/23		20,000		20,000
5.15%, 6/23/23		20,000		20,000
5.46% (FEDL01+65bps), 4/12/24 (b)		20,000		20,000
Bank of Nova Scotia, 5.16% (SOFR+35bps), 11/2/23 (b)		20,000		20,000
Citibank NA, 4.99%, 9/25/23		20,000		20,000
Credit Industriel et Commercial, 5.05%, 8/8/23		20,000		20,000
Goldman Sachs Bank USA, 5.24%, 6/29/23		40,000		40,000
Mizuho Bank Ltd., 5.00%, 8/3/23		25,000		25,000
Norinchukin Bank, 5.05%, 8/9/23		20,000		20,000
Royal Bank of Canada, 5.53% (FEDL01+70bps), 4/4/24 (b)		20,000		20,000
Swedbank AB New York Branch, 4.87%, 6/9/23		20,000		20,000
Toronto Dominion Bank 4.90%, 9/22/23		20,000		20,000
5.50% (SOFR+70bps), 3/26/24 (b)		20,000		20,000
Wells Fargo Bank (b) 5.36% (SOFR+55bps), 1/5/24		20,000		20,000
5.44% (SOFR+63bps), 4/5/24		20,000		20,000
Total Certificates of Deposit (Cost $325,000)				325,000

See notes to financial statements.

Victory Portfolios III
Victory Money Market Fund

Schedule of Portfolio Investments — continued
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Repurchase Agreements (19.5%)
Fixed Income Clearing Corporation-State Street Bank & Trust Co., 4.79%, 5/1/23, purchased on 4/30/23, with a maturity date of 5/1/23, with a value of $394,000 (collateralized by U.S. Treasury Inflation Bond Index (e), 1.38% – 3.00%, due 2/15/42 – 8/15/50, with a value of $401,880)	$	394,000	$	394,000
Total Repurchase Agreements (Cost $394,000)				394,000
Total Investments (Cost $1,966,426) — 97.3%				1,966,426
Other assets in excess of liabilities — 2.7%				54,955
NET ASSETS — 100.00%			$	2,021,381

At April 30, 2023, the Fund's investments in foreign securities were 14.1% of net assets.

(a) Variable Rate Demand Notes that provide the rights to sell the security at face value on either that day or within the rate-reset period. The interest rate is reset on the put date at a stipulated daily, weekly, monthly, quarterly, or other specified time interval to reflect current market conditions. These securities do not indicate a reference rate and spread in their description.

(b) Variable or Floating-Rate Security. Rate disclosed is as of April 30, 2023.

(d) Rule 144A security or other security that is restricted as to resale to institutional investors. As of April 30, 2023, the fair value of these securities was $958,071 thousands and amounted to 47.4% of net assets.

(e) U.S. Treasury inflation-indexed notes — designed to provide a real rate of return after being adjusted over time to reflect the impact of inflation. Their principal value periodically adjusts to the rate of inflation. They trade at the prevailing real, or after inflation, interest rates. The U.S. Treasury guarantees repayment of these securities of at least their face value in the event of sustained deflation or a drop in prices.

bps — Basis points

Continuously callable — Investment is continuously callable or will be continuously callable on any date after the first call date until its maturity.

FEDL01 — Effective Federal Fund Rate

IDA — Industrial Development Authority

LLC — Limited Liability Company

LOC — Letter of Credit

LP — Limited Partnership

SOFR — Secured Overnight Financing Rate

USBMMY3M — 3 Month Treasury Bill Rate

LOC Principal and interest payments are guaranteed by a bank letter of credit or other bank credit agreement.

See notes to financial statements.

Victory Portfolios III

Statement of Assets and Liabilities
April 30, 2023

(Amounts in Thousands, Except Per Share Amounts)

	Victory Money Market Fund
Assets:
Investments, at value (Cost $1,572,426)	$	1,572,426
Repurchase agreements, at value (Cost $394,000)		394,000
Cash		2,124
Receivables:
Interest		4,834
Capital shares issued		2,344
Investments sold		50,000
From Adviser		3
Prepaid expenses		30
Total Assets		2,025,761
Liabilities:
Payables:
Distributions		67
Capital shares redeemed		3,210
Accrued expenses and other payables:
Investment advisory fees		398
Administration fees		166
Custodian fees		13
Transfer agent fees		415
Compliance fees		2
Other accrued expenses		109
Total Liabilities		4,380
Net Assets:
Capital		2,021,378
Total accumulated earnings		3
Net Assets	$	2,021,381
Shares (unlimited number of shares authorized with no par value):		2,021,897
Net asset value, offering and redemption price per share: (a)	$	1.00

(a) Per share amount may not recalculate due to rounding of net assets and/or shares outstanding.

See notes to financial statements.

Victory Portfolios III

Statements of Operations

(Amounts in Thousands)

	Victory Money Market Fund
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022
Investment Income:
Interest	$	61,525		$	11,109
Total Income		61,525			11,109
Expenses:
Investment advisory fees		3,493			4,531
Administration fees		1,456			1,888
Sub-Administration fees		22			6
Custodian fees		76			163
Transfer agent fees		3,639			4,719
Trustees' fees		35			49
Compliance fees		14			14
Legal and audit fees		56			46
State registration and filing fees		77			79
Other expenses		211			210
Total Expenses		9,079			11,705
Expenses waived/reimbursed by Adviser		(56	)		(5,162	)
Net Expenses		9,023			6,543
Net Investment Income		52,502			4,566
Realized/Unrealized Gains from Investments:
Net realized gains from investment securities		—			2
Net realized/unrealized gains on investments		—			2
Change in net assets resulting from operations	$	52,502		$	4,568

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

See notes to financial statements.

Victory Portfolios III

Statements of Changes in Net Assets

(Amounts in Thousands)

	Victory Money Market Fund
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021
From Investments:
Operations:
Net Investment Income	$	52,502		$	4,566		$	214
Net realized gains		—			2			—
Change in net assets resulting from operations		52,502			4,568			214
Change in net assets resulting from distributions to shareholders		(52,501	)		(4,563	)		(323	)
Change in net assets resulting from capital transactions		142,341			(71,735	)		(393,741	)
Change in net assets		142,342			(71,730	)		(393,850	)
Net Assets:
Beginning of period		1,879,039			1,950,769			2,344,619
End of period	$	2,021,381		$	1,879,039		$	1,950,769
Capital Transactions:
Proceeds from shares issued	$	537,374		$	587,931		$	638,947
Distributions reinvested		52,053			4,525			320
Cost of shares redeemed		(447,086	)		(664,191	)		(1,033,008	)
Change in net assets resulting from capital transactions	$	142,341		$	(71,735	)	$	(393,741	)
Share Transactions:
Issued		537,375			587,933			638,949
Reinvested		52,049			4,525			320
Redeemed		(447,086	)		(664,191	)		(1,033,008	)
Change in Shares		142,338			(71,733	)		(393,739	)

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

See notes to financial statements.

Victory Portfolios III

Financial Highlights

For a Share Outstanding Throughout Each Period

	Victory Money Market Fund
	Nine Months Ended April 30, 2023(a)			Year Ended July 31, 2022			Year Ended July 31, 2021			Year Ended July 31, 2020			Year Ended July 31, 2019			Year Ended July 31, 2018
Net Asset Value, Beginning of Period	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Investment Activities:
Net investment income		0.03	(b)		—	(b)(c)		—	(b)(c)		0.01	(b)		0.02			0.01
Net realized and unrealized gains		—			—	(c)		—			—	(c)		—	(c)		—	(c)
Total from Investment Activities		0.03			—	(c)		—	(c)		0.01			0.02			0.01
Distributions to Shareholders from:
Net investment income		(0.03	)		—	(c)		—	(c)		(0.01	)		(0.02	)		(0.01	)
Net realized gains		—			—	(c)		—	(c)		—			—			—
Total Distributions		(0.03	)		—	(c)		—	(c)		(0.01	)		(0.02	)		(0.01	)
Net Asset Value, End of Period	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return (d) (e)		2.71	%		0.24	%		0.01	%		1.04	%		1.97	%		1.13	%
Ratios to Average Net Assets:
Net Expenses (f) (g)		0.62	%		0.35	%		0.23	%		0.58	%		0.62	%		0.62	%
Net Investment Income (f)		3.61	%		0.24	%		0.01	%		1.15	%		1.95	%		1.12	%
Gross Expenses (f)		0.62	%		0.62	%		0.61	%		0.61	%		0.62	%		0.62	%
Supplemental Data:
Net Assets at end of period (000's)	$	2,021,381		$	1,879,039		$	1,950,769		$	2,344,619		$	4,878,643		$	4,623,610

(a) Effective April 30, 2023, the Fund's fiscal year-end changed from July 31 to April 30.

(b) Per share net investment income (loss) has been calculated using the average daily shares method.

(d) Not annualized for periods less than one year.

(f) Annualized for periods less than one year.

(g) The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through November 30, 2023, instead of coinciding with the Fund's fiscal year end.

See notes to financial statements.

Victory Portfolios III

Notes to Financial Statements
April 30, 2023

1. Organization:

The accompanying financial statements are those of the Victory Money Market Fund (formerly USAA Money Market Fund) (the "Fund"). The Fund is classified as diversified under the 1940 Act.

The Fund operates as a retail money market fund in compliance with the requirements of Rule 2a-7 under the 1940 Act and as a retail money market fund, shares of the Fund are available for sale only to accounts that are beneficially owned by natural persons.

The Fund has adopted policies and procedures permitting the Trust's Board of Trustees (the "Board") to impose a liquidity fee or to temporarily suspend redemptions from the Fund (impose a "redemption gate") if the Fund's weekly liquid assets fall below specific thresholds, such as during times of market stress. The imposition of a liquidity fee would reduce the amount you would receive upon redemption of your shares of the Fund. The imposition of a redemption gate would temporarily delay your ability to redeem your investments in the Fund.

On June 29, 2022, the Board of Trustees (the "Board") approved the fiscal year-end change for the Fund from July 31 to April 30. The first full cycle of the new fiscal year-end reporting will begin May 1, 2023. As a result of the change, the Fund has a April 30, 2023, fiscal nine-month transition period, the results of which are reported in this Annual Report for the period ended April 30, 2023.

2. Significant Accounting Policies:

Investment Valuation:

The inputs or methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. For example, money market securities are valued using amortized cost, in accordance with rules under the 1940 Act. Generally, amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected as Level 2.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:

• Level 1 — quoted prices (unadjusted) in active markets for identical securities

• Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, or credit spreads, applicable to those securities, etc.)

• Level 3 — significant unobservable inputs (including the Adviser's assumptions in determining the fair value of investments)

Repurchase agreements are valued at cost.

All securities held in the Fund are short-term debt securities, which are valued pursuant to Rule 2a-7 under the 1940 Act and the Money Market Funds: Procedures to Stabilize Net Asset Value (" the Procedures"). This method values a security at its purchase price, and thereafter, assumes a constant amortization to maturity of any premiums or discounts. Securities for which amortized cost valuations are considered unreliable or whose values have been materially affected by a significant event are valued in good faith, at fair value, using methods determined by the Committee, under the Procedures to stabilize net assets and valuation procedures approved by the Board.

Repurchase Agreements:

The Fund may enter into repurchase agreements with commercial banks or recognized security dealers pursuant to the terms of a Master Repurchase Agreement. A repurchase agreement is an arrangement wherein the Fund purchases securities and the seller agrees to repurchase the securities at an agreed upon time and at an agreed upon price. The purchased securities are marked-to-market daily to ensure their value is equal to at least 102% of principal including accrued interest and are held by the Fund, either through its regular custodian or through a special "tri-party" custodian that maintains separate accounts for both the Fund and its counterparty, until maturity of the repurchase agreement. Master Repurchase Agreements typically contain netting provisions, which provide for the net settlement of all transactions and collateral with the Fund through a single payment in the event of default or termination. Repurchase agreements are subject to credit risk, and the Fund's Adviser monitors the creditworthiness of sellers with which the Fund may enter into repurchase agreements.

Investments in repurchase agreements as presented on the Schedule of Portfolio Investments are not net settlement amounts but gross. At April 30, 2023, the value of the related collateral exceeded the value of the repurchase agreements, reducing the net settlement amount to zero. Details on the collateral are included on the Schedule of Portfolio Investments.

Municipal Obligations:

Investment Transactions and Related Income:

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

amortization of premiums or accretion of discounts. Gains or losses realized on sales of securities are recorded on the identified cost basis.

Federal Income Taxes:

The Fund intends to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund had a tax year end of July 31, and effective April 30, 2023, the Fund changed its tax year end to April 30.

Allocations:

Cross-Trade Transactions:

Pursuant to Rule 17a-7 under the 1940 Act, the Fund may engage in cross-trades, which are securities transactions with affiliated investment companies and advisory accounts managed by the Adviser and any applicable sub-adviser under specified conditions outlined in the valuation policies and procedures adopted by the Board. In addition, as defined under the valuation policies and procedures, each transaction must be effected at the independent current market price. For the nine months ended April 30, 2023, the Fund did not engage in cross-trades.

For the year ended July 31, 2022, the Fund engaged in the following securities transactions with affiliated funds, which resulted in the following net realized gains (losses) (amounts in thousands):

Purchases				Sales				Net Realized Gains (Losses)
$	35,000			$	53,500			$	—

Fees Paid Indirectly:

Expense offsets to custody fees that arise from credits on cash balances maintained on deposit are reflected on the Statements of Operations, as applicable, as Custodian fees.

3. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the Securities and Exchange Commission ("SEC").

The Fund's Investment Adviser fee is accrued daily and paid monthly at an annualized rate of 0.24% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Investment advisory fees.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019, permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the nine months ended April 30, 2023, and the year ended July 31, 2022, the Fund had no subadvisers.

Administration and Servicing Fees:

VCM also serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.10%, which is based on the Fund's average daily net assets. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Administration fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Fund reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Sub-Administration fees.

The Fund (as part of the Trust) has entered into an agreement with the Adviser to provide compliance services, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration, and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. The funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Compliance fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser, provides transfer agency services to the Fund. Transfer agent fees for the Fund are paid monthly based on a fee accrued daily at an annualized rate of 0.25% of average daily net assets, plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Amounts incurred and paid to VCTA for the nine months ended April 30, 2023, and the year ended July 31, 2022, are reflected on the Statements of Operations as Transfer agent fees.

Distributor/Underwriting Services:

Other Fees:

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least November 30, 2023. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred in any fiscal year exceed the expense limit for the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limit. As of April 30, 2023, the expense limit (excluding voluntary waivers) was 0.62%.

Under the terms of the expense limitation agreement, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period of up to three years (thirty-six (36) months) after the waiver or reimbursement took place, subject to the lesser of any operating expense limit in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount.

In addition, the Adviser agreed to further reimburse fees in excess of the Fund's expense limit of 0.62%. These voluntary reductions, to the extent necessary, are to maintain a certain minimum net yield of the Fund. Under this agreement to reimburse additional fees, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period of up to three years after the fiscal year in which the waiver or reimbursement took place, to the extent any repayments would not cause the Fund's net yield to fall below the Fund's minimum yield at the time of: (a) the original waiver or expense reimbursement; or (b) the expense limit in effect at the time of the extra waiver.

Expires 2023				Expires 2024				Expires 2025				Expires 2026				Total
$	1,305			$	8,192			$	5,162			$	56			$	14,715

As of July 31, 2022, the following amounts were available to be repaid to the Adviser (amounts in thousands).

Expires 2023				Expires 2024				Expires 2025				Total
$	1,305			$	8,192			$	5,162			$	14,659

4. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Stable Net Asset Value Risk — You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1 per share, it cannot guarantee it will do so. The Fund may impose a fee upon the sale of your shares or may temporarily suspend your ability to sell shares if the Fund's liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation ("FDIC") or any other government agency. The Fund's sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

Liquidity Fees and Gates — The Fund may impose liquidity fees on redemptions and/or temporarily suspend redemptions (gates) if the Fund's weekly liquid assets fall below certain thresholds, such as during times of market stress. The imposition of a liquidity fee would reduce the amount you would

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

receive upon redemption of your shares of the Fund. The imposition of a redemption gate would temporarily delay your ability to redeem your investments in the Fund.

Credit Risk — Credit risk is expected to be low for the Fund because it invests primarily in securities that are considered to be of high quality. However, there is the possibility that an issuer will fail to make timely interest and principal payments on its securities or that negative perceptions of the issuer's ability to make such payments will cause the price of that security to decline.

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, terrorism, trade disputes, inflation rates, interest rate levels and other fiscal and monetary policy changes, cybersecurity incidents, pandemics and other public health crises, sanctions against a particular foreign country, its nationals, businesses or industries and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, or other catastrophes, may add to instability in global economies and markets generally, and may lead to increased market volatility. Global economies and financial markets are highly interconnected, which increases the possibility that conditions in one country or region might adversely affect issuers in another country or region. The impact of these and other factors may be short-term or may last for extended periods.

5. Borrowing:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the nine months ended April 30, 2023, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from August 1, 2021, through June 27, 2022, interest was based on the one-month London Interbank Offered Rate ("LIBOR") plus one percent. For the period June 28, 2022, through April 30, 2023, interest was based on the one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent. The Fund did not experience a material financial impact transitioning from LIBOR to SOFR. Effective with the next amendment on June 27, 2023, the annual commitment fee of 0.15% will remain unchanged. Interest charged to the Fund during the period, if applicable, is reflected on the Statements of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the nine months ended April 30, 2023, and the year ended July 31, 2022.

6. Federal Income Tax Information:

The amounts of dividends from net investment income and distributions from net realized gains (collectively, distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

Victory Portfolios III

Notes to Financial Statements — continued
April 30, 2023

As of April 30, 2023, on the Statement of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows (amounts in thousands):

Total Accumulated Earnings/(Loss)				Capital
$	(2	)		$	2

Nine Months Ended April 30, 2023
Distributions Paid From
Ordinary Income		Total Distributions Paid
$	52,501	$	52,501

Year Ended July 31, 2022				Year Ended July 31, 2021
Distributions Paid From				Distributions Paid From
Ordinary Income		Total Distributions Paid		Ordinary Income		Total Distributions Paid
$	4,563	$	4,563	$	323	$	323

As of April 30, 2023, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed Ordinary Income				Distributions Payable				Accumulated Earnings				Total Accumulated Earnings (Loss)
$	70			$	(67	)		$	3			$	3

As of April 30, 2023, the Fund had no capital loss carryforwards for federal income tax purposes.

Cost of Investments for Federal Tax Purposes				Gross Unrealized Appreciation				Gross Unrealized Depreciation				Net Unrealized Appreciation (Depreciation)
$	1,966,426			$	—			$	—			$	—

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of Victory Money Market Fund (Formerly USAA Money Market Fund)

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Victory Money Market Fund (formerly USAA Money Market Fund) (the "Fund") (one of the funds constituting Victory Portfolios III (formerly USAA Mutual Funds Trust) (the "Trust")), including the schedule of portfolio investments as of April 30, 2023, and the related statements of operations for the period from August 1, 2022 through April 30, 2023 and the year ended July 31, 2022, the statements of changes in net assets for the period from August 1, 2022 through April 30, 2023 and each of the two years in the period ended July 31, 2022, the financial highlights for the period from August 1, 2022 through April 30, 2023 and each of the five years in the period ended July 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting Victory Portfolios III) at April 30, 2023, the results of its operations for the period from August 1, 2022 through April 30, 2023 and the year ended July 31, 2022, the changes in its net assets for the period from August 1, 2022 through April 30, 2023 and each of the two years in the period ended July 31, 2022, and its financial highlights for the period from August 1, 2022 through April 30, 2023 and each of the five years in the period ended July 31, 2022, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2023, by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
June 28, 2023

Victory Portfolios III

Supplemental Information
April 30, 2023

(Unaudited)

Trustee and Officer Information

Board of Trustees:

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Independent Trustees

Jefferson C. Boyce
(September 1957)

Independent Chair

Trustee since September 2013, Independent Chair since January 2021

Retired.

Westhab, Inc., New York Theological Seminary, American Filtration Corp.

Dawn M. Hawley
(February 1954)

Trustee

Trustee since April 2014

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Daniel S. McNamara
(June 1966)

Trustee

Trustee since January 2012

None

Paul L. McNamara
(July 1948)

Trustee

Trustee since January 2012

Retired.

None

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Funds

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Richard Y. Newton, III (January 1956)

Trustee

Trustee since March 2017

Terran Orbital Corp., American Made Filtration Corp.

Barbara B. Ostdiek, Ph.D.
(March 1964)

Trustee

Trustee since January 2008

None

John C. Walters
(February 1962)

Trustee

Trustee since July 2019

Retired.

Guardian Variable Products Trust (16 series)

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held with
Fund

Term of
Office and
Length of
Time Served

Principal Occupation(s) Held
During the Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held During
the Past
Five Years

Interested Trustee

David C. Brown
(May 1972)

Trustee

Trustee since July 2019

45 portfolios within the Trust; 40 portfolios within the Victory Portfolios, 25 series within the Victory Portfolios II, and 6 series within the Victory Variable Insurance Funds

None

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Officers of the Trust

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

James K. De Vries
(April 1969)

President

March 2018*

Scott Stahorsky
(July 1969)

Vice President

July 2019

Thomas Dusenberry
(July 1977)

Secretary

June 2022

Allan Shaer,
(March 1965)

Treasurer

July 2019*

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Name and Date of Birth

Position(s)
Held
with Fund

Term of Office
and Length
of Time Served

Principal Occupation(s) Held During the Past Five Years

Christopher Ponte,
(March 1984)

Assistant Treasurer

May 2023

Carol D. Trevino
(October 1965)

Assistant Treasurer

September
2018

Director, Financial Reporting, Fund Administration (5/1/23-present); Director, Accounting and Finance, the Adviser (7/1/19-4/30/23); Accounting/Financial Director, USAA (12/13-6/30/19). Ms. Trevino also serves as Assistant Treasurer of Victory Portfolios, Victory Portfolios II, and Victory Variable Insurance Funds (2/28/23-present).

Charles Booth
(April 1960)

Anti-Money Laundering Compliance Officer and Identity Theft Officer

July 2019

Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (2007-present).

Sean Fox
(September 1976)

Chief Compliance Officer

June 2022

* Effective May 1, 2023, Mr. De Vries resigned as Treasurer and accepted the position of President, and Mr. Shaer resigned as Assistant Treasurer and accepted the position of Treasurer.

Effective May 1, 2023, Christopher Dyer resigned as the President of the Trust.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent 12 months ended June 30 is available on the SEC's website at sec.gov.

Availability of Schedules of Portfolio Investments:

The Fund makes available on VCM.com a complete list of portfolio holdings no sooner than 5 business days after the end of each month. Form N-MFP is available on the SEC's website at sec.gov.

Expense Example

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from November 1, 2022, through April 30, 2023.

Beginning Account Value 11/1/22				Actual Ending Account Value 4/30/23				Hypothetical Ending Account Value 4/30/23				Actual Expenses Paid During Period 11/1/22-4/30/23*				Hypothetical Expenses Paid During Period 11/1/22-4/30/23*				Annualized Expense Ratio During Period 11/1/22-4/30/23
$	1,000.00			$	1,020.90			$	1,021.72			$	3.11			$	3.11				0.62	%

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Additional Federal Income Tax Information

				Short-Term Capital Gain Distribution
				$	1

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

Victory Money Market Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of Victory Portfolios III Trust (the "Trust") held on December 8-9, 2022, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 8-9, 2022 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 21, 2022.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

Advisory Agreement

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management program, (iv) derivatives risk management program, and (v) cybersecurity programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's net management fee rate — which includes advisory and administrative services, as well as any fee waivers and reimbursements — was below the medians of its expense group and expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were below the medians of its expense group and its expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund, which include voluntary waiver support to preserve a minimum daily yield. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund.

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe for the one-, three- and five-year periods ended June 30, 2022, and was below the average of its performance universe for the ten-year period ended June 30, 2022, and was below its Lipper index for the one-, three-, five- and ten-year periods ended June 30, 2022. The Board noted the relatively narrow range of returns of the funds in the Fund's peer group.

Victory Portfolios III

Supplemental Information — continued
April 30, 2023

(Unaudited)

Economies of Scale — The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board also considered the effect of the Fund's change in size, if any, on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and its affiliates and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.

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Item 2. Code of Ethics.

(a)

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. This code of ethics is included as an Exhibit.

(b)

During the period covered by the report, with respect to the registrant’s code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions; on March 10, 2023, the Board of Trustees of Victory Portfolios III approved a Code of Ethics ("Sarbanes Code") applicable solely to its senior financial officers, including its principal executive officer (President), as defined under the Sarbanes-Oxley Act of 2002 and implementing regulations of the Securities and Exchange Commission. A copy of the Sarbanes Code is attached as an Exhibit to this Form N-CSR.

No waivers (explicit or implicit) have been granted from a provision of the Sarbanes Code.

Item 3. Audit Committee Financial Expert.

(a)(1) The registrant’s board of directors has determined that the registrant has at least one audit committee financial expert serving on its audit committee.

(a)(2) The audit committee financial experts are Dr. Barbara B. Ostdiek, Ph.D. and Dawn M. Hawley, who are “independent” for purposes of this Item 3 of Form N-CSR.

Dr. Ostdiek has served as an Associate Professor of Management at Rice University since 2001. Dr. Ostdiek also has served as an Academic Director at El Paso Corporation Finance Center since 2002. Ms. Hawley was Chief Financial Officer, Director of Financial Planning and Analysis for AIM Management Group Inc. from October 1987 through January 2006 and was Manager of Finance at Menil Foundation, Inc. from May 2007 through June 2011. Each of Dr. Ostdiek and Ms. Hawley is an independent trustee who serves as a member of the Audit and Compliance Committee, Investments Committee, Product Management and Distribution Committee, and the Corporate Governance Committee of the Board of Trustees of Victory Portfolios III.

Item 4. Principal Accountant Fees and Services.

	2023		2022
(a) Audit Fees (1)	$	505,210	$	530,278
(b) Audit-Related Fees (2)		-		-
(c) Tax Fees (3)		54,603		30,446
(d) All Other Fees (4)		-		-

(1) Audit fees include amounts related to the audit of the Registrant’s annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings. Audit fees billed were for professional services provided by Ernst & Young LLP for statutory and regulatory filings.

(2) For the fiscal period ended April 30, 2023, and the years ended December 31, 2022, and July 31, 2022, there were no audit-related fees billed by Ernst & Young LLP to the Registrant.

(3) Represents the aggregate tax fee billed for professional services rendered by Ernst & Young LLP for assistance with foreign tax compliance services and tax consulting services.

(4) For the fiscal period ended April 30, 2023, and the years ended December 31, 2022, and July 31, 2022, there were no other fees billed by Ernst & Young LLP to the Registrant.

(e)(1) All audit and non-audit services to be performed for the Registrant by Ernst & Young LLP must be pre-approved by the Audit and Compliance Committee. The Audit and Compliance Committee Charter also permits the Chair of the Audit and Compliance Committee to pre-approve any permissible non-audit service that must be commenced prior to a scheduled meeting of the Audit and Compliance Committee. All non-audit services were pre-approved by the Audit and Compliance Committee or its Chair, consistent with the Audit and Compliance Committee's preapproval procedures.

(e)(2) There were no services performed under Rule 2.01 (c)(7)(i)(C).

(f) Not applicable.

(g) Aggregate non-audit fees for services rendered to the:

	Registrant		Adviser
2023	$	54,603	$	151,132
2022		30,446		246,980

(h) The aggregate non-audit fees related to fees billed by Ernst & Young LLP for services rendered to the Registrant; the investment adviser, and the Funds' transfer agent, Victory Capital Transfer Agency Inc., which includes aggregate fees accrued or paid to Ernst & Young LLP for professional services rendered related to the annual study of internal controls of the transfer agent periods listed above. All services were preapproved by the Audit Committee.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a) Not applicable.

(b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

The Corporate Governance Committee selects and nominates candidates for membership on the Board as independent trustees. The Corporate Governance Committee has adopted procedures to consider Board candidates suggested by shareholders. The procedures are initiated by the receipt of nominations submitted by a fund shareholder sent to Board member(s) at the address specified in fund disclosure documents or as received by the Adviser or a fund officer. Any recommendations for a nomination by a shareholder, to be considered by the Board, must include at least the following information: name; date of birth; contact information; education; business profession and other expertise; affiliations; experience relating to serving on the Board; and references. The Corporate Governance Committee gives shareholder recommendations the same consideration as any other candidate.

Item 11. Controls and Procedures.

(a)The registrant’s principal executive officer and principal financial officer have concluded, based on their evaluation of the registrant's disclosure controls and procedures as conducted within 90 days of the filing date of this report, that these disclosure controls and procedures are adequately designed and are operating effectively to ensure that information required to be disclosed by the registrant on Form N-CSR is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

(b)There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940 (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that have materially affected or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

(a)(1) Not applicable.

(a)(2) Not applicable.

(a)(3) Not applicable.

(a)(4) Not applicable.

(b) Not applicable.

Item 13. Exhibits.

(a)(1) The code of ethics that is the subject of the disclosure required by Item 2 is attached hereto.

(a)(2) Certifications pursuant to Rule 30a-2(a) are attached hereto.

(a)(3) Not applicable.

(a)(4) Not applicable

(b) Certifications pursuant to Rule 30a-2(b) are attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)

Victory Portfolios III

By (Signature and Title)*	/s/ Allan Shaer
	Allan Shaer, Principal Financial Officer

Date

July 3, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)*	/s/ James K. De Vries
	James K. De Vries, Principal Executive Officer

Date

July 6, 2023

By (Signature and Title)*	/s/ Allan Shaer
	Allan Shaer, Principal Financial Officer

Date

July 3, 2023

USAA Mutual Funds Trust - USAA 500 Index Fund (USSPX) N-CSRCertified annual shareholder report (management investment company)