VICTORY PORTFOLIOS III
Interfund Lending N-CEN Certification
Period Ending April 30, 2023

In regards to the InterFund Lending Program, I certify that the
Adviser on behalf of the Funds has implemented procedures
reasonably designed to achieve compliance with the terms and
conditions of the InterFund Lending Order which includes the
following objectives: (a) that the InterFund Loan rate will be
higher than the Repo Rate, but lower than the Bank Loan Rate;
(b) compliance with the collateral requirements as set forth in
the Application; (c) Compliance with the percentage limitations
on interfund borrowing and lending; (d) Allocation of the
interfund borrowing and lending demand in an equitable manner and
in accordance with procedures established by the Trustees; and (e)
that the InterFund Loan Rate does not exceed the interest rate on
any third-party borrowings of a borrowing Fund at the time of the
InterFund Loan.

/s/ Sean Fox
7/6/2023
Chief Compliance Officer
Victory Funds