VICTORY PORTFOLIOS III
Interfund Lending N-CEN Certification
Period Ending April 30, 2024

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

/s/ Sean Fox
07/09/2024
Chief Compliance Officer
Victory Funds