X0101 24F-2NT LIVE 0000908695 XXXXXXXX 033-65572 false false N-1A VICTORY PORTFOLIOS III 15935 LA CANTERA PKWY BUILDING TWO SAN ANTONIO TX X1 78256 Victory Target Retirement 2060 Fund (Formerly USAA Target Retirement 2060 Fund) S000041439 Victory Target Retirement 2060 Fund C000128656 Victory Aggressive Growth Fund (Formerly USAA Aggressive Growth Fund) S000012894 Victory Aggressive Growth Fund Shares C000034863 Victory Aggressive Growth Fund Institutional Shares C000066835 Victory Growth Fund (Formerly USAA Growth Fund) S000012895 Victory Growth Fund Shares C000034864 Victory Growth Fund Institutional Shares C000066836 Victory Growth & Income Fund (Formerly USAA Growth & Income Fund) S000012896 Victory Growth & Income Fund Shares C000034865 Victory Growth & Income Fund Institutional Shares C000159207 Victory Growth & Income Fund Class A C000220604 Victory High Income Fund (Formerly USAA High Income Fund) S000012898 Victory High Income Fund Shares C000034867 Victory High Income Fund Institutional Shares C000066837 Victory High Income Fund Class R6 C000175747 Victory High Income Fund Class A C000220608 Victory Income Fund (Formerly USAA Income Fund) S000012899 Victory Income Fund Shares C000034868 Victory Income Fund Institutional Shares C000066838 Victory Income Fund Class R6 C000175748 Victory Income Fund Class A C000220609 Victory Income Stock Fund (Formerly USAA Income Stock Fund) S000012900 Victory Income Stock Fund Shares C000034869 Victory Income Stock Fund Institutional Shares C000066839 Victory Core Plus Intermediate Bond Fund (Formerly USAA Intermediate-Term Bond Fund) S000012902 Victory Core Plus Intermediate Bond Fund Shares C000034871 Victory Core Plus Intermediate Bond Fund Institutional Shares C000066840 Victory Core Plus Intermediate Bond Fund Class R6 C000175750 Victory Core Plus Intermediate Bond Fund Class A C000220613 Victory Core Plus Intermediate Bond Fund Class C C000220614 Victory Money Market Fund (Formerly USAA Money Market Fund) S000012906 Victory Money Market Fund C000034875 Victory Nasdaq-100 Index Fund (Formerly USAA Nasdaq-100 Index Fund) S000012907 Victory Nasdaq-100 Index Fund Shares C000034876 Victory Nasdaq-100 Index Fund Class R6 C000179381 Victory Nasdaq-100 Index Fund Class A C000220618 Victory Nasdaq-100 Index Fund Institutional Shares C000220619 Victory Nasdaq-100 Index Fund Class C C000220620 Victory Science & Technology Fund (Formerly USAA Science & Technology Fund) S000012911 Victory Science & Technology Fund Shares C000034880 Victory Science & Technology Fund Class A C000220624 Victory Short-Term Bond Fund (Formerly USAA Short-Term Bond Fund) S000012913 Victory Short-Term Bond Fund Shares C000034882 Victory Short-Term Bond Fund Institutional Shares C000066843 Victory Short-Term Bond Fund Class R6 C000175751 Victory Short-Term Bond Fund Class A C000220627 Victory 500 Index Fund (Formerly USAA 500 Index Fund) S000012915 Victory 500 Index Fund Member Shares C000034884 Victory 500 Index Fund Reward Shares C000034885 Victory Value Fund (Formerly USAA Value Fund) S000012920 Victory Value Fund Shares C000034890 Victory Value Fund Institutional Shares C000066845 Victory Value Fund Class A C000220630 Victory Global Managed Volatility Fund (Formerly USAA Global Managed Volatility Fund) S000022882 Victory Global Managed Volatility Fund Institutional Shares C000066372 Victory Global Managed Volatility Fund Shares C000129296 Victory Target Retirement 2030 Fund (Formerly USAA Target Retirement 2030 Fund) S000022885 Victory Target Retirement 2030 Fund C000066375 Victory Target Retirement 2050 Fund (Formerly USAA Target Retirement 2050 Fund) S000022887 Victory Target Retirement 2050 Fund C000066377 Victory Small Cap Stock Fund (Formerly USAA Small Cap Stock Fund) S000012914 Victory Small Cap Stock Fund Shares C000034883 Victory Small Cap Stock Fund Institutional Shares C000066844 Victory Capital Growth Fund (Formerly USAA Capital Growth Fund) S000012925 Victory Capital Growth Fund Shares C000034895 Victory Capital Growth Fund Institutional Shares C000159209 Victory Extended Market Index Fund (Formerly USAA Extended Market Index Fund) S000012941 Victory Extended Market Index Fund C000034943 Victory Target Retirement Income Fund (Formerly USAA Target Retirement Income Fund) S000022883 Victory Target Retirement Income Fund C000066373 Victory Target Retirement 2040 Fund (Formerly USAA Target Retirement 2040 Fund) S000022886 Victory Target Retirement 2040 Fund C000066376 Victory Ultra Short-Term Bond Fund (Formerly USAA Ultra Short-Term Bond Fund) S000030169 Victory Ultra Short-Term Bond Fund Shares C000092834 Victory Ultra Short-Term Bond Fund Institutional Shares C000130753 Victory Ultra Short-Term Bond Fund Class R6 C000179382 Victory Ultra Short-Term Bond Fund Class A C000220636 811-07852 033-65572 04/30/2024 8611294627.00 8501652329.00 7642028870.00 16143681199.00 0.00 (7532386572.00) 0.000147600 0.00 0.00 0.00 N/A /s/ Allan Shaer Allan Shaer, Treasurer and Principal Financial Officer 07/24/2024