Common use of Provision of Certifying Officer Clause in Contracts

Provision of Certifying Officer. Subject to the provisions of this Section 17(d) and Section 17(e) below, BISYS shall make a BISYS employee available to each Trust to serve, upon designation as such by the Board, as the Chief Financial Officer of such Trust or under such other title to perform similar functions (a “Certifying Officer”). BISYS’ obligation in this regard shall be met by providing an appropriately qualified employee of BISYS (or its affiliates) who, in the exercise of his or her duties to each Trust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of such Trust. BISYS shall select, and may replace, the specific employee that it makes available to serve in the designated capacity as a Certifying Officer, in BISYS’ reasonable discretion, taking into account such person’s responsibilities concerning, and familiarity with, each Trust’s operations; provided, however, that any such employee selected by BISYS is subject to Board approval. For so long as BISYS provides a Certifying Officer, VCM shall contractually agree with the Trusts that (a) there shall be a DCP Committee (as defined below), and (b) each Trust’s DCP’s shall contain (or the Trust and BISYS shall otherwise establish) mutually agreeable procedures governing the certification of Form N-CSR, Form N-Q, and any other forms required to be certified pursuant to Sections 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Rule 30a-2 under the 1940 Act, or any other related law or regulation (collectively, “SO Laws” and such forms, collectively, “Reports”), and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: (A) BISYS and VCM shall establish and maintain a Disclosure Controls and Procedures Committee (the “DCP Committee”) to evaluate the Trust DCPs in accordance with Rule 30a-3 under the 1940 Act. The DCP Committee shall include (at a minimum) each Trust’s President, Chief Financial Officer, Chief Compliance Officer, and such other individuals as may be necessary or appropriate to enable the DCP Committee to ensure the cooperation of, and to oversee, each of the Trust’s agents that records, processes, summarizes, or reports information contained in Trust Reports (or any information from which such information is derived), including the Funds’ investment advisors, custodians, and other service providers to the Trust or any Fund (“Other Providers”). BISYS and VCM may from time to time request appropriate approvals from the Board with respect to the DCP Committee and the Trust DCPs. (B) Each Trust shall require (A) that sub-certifications on internal controls, upon which the Certifying Officer may rely in certifying Reports, be provided by Other Providers in form and content reasonably acceptable to the Certifying Officer and consistent with the SO Laws, and (B) that such sub-certifications are delivered to the DCP Committee and the Certifying Officer sufficiently in advance of the DCP Committee meeting described in (iii) below. BISYS shall obtain such sub-certifications from such Other Providers. (C) The DCP Committee shall (A) establish a schedule to ensure that all required disclosures in any Report, including the financial statements, for the Trust are identified and prepared in a timeframe sufficient to allow review, (B) meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report, and (C) record its considerations and conclusions in a written memorandum sufficient to support conclusions pertaining to Trust DCPs as required by the instructions to Form N-CSR or Form N-Q. In conducting its review and evaluations, the DCP Committee shall: A. review SAS 70 reports pertaining to BISYS and Other Providers, if applicable, or in the absence of any such reports, consider the adequacy of the sub-certifications supplied by the service provider. In cases where the SAS 70 report is dated more than 90 days prior to the issuance of a Report, the DCP Committee shall request a written representation from the service provider regarding the continued application and effectiveness of internal controls described in the report, or descriptions of any changes in internal control structure, as of the date of the representation; B. consider whether there are any significant deficiencies or material weaknesses in the design or operation of the Trust DCPs or internal controls over financial reporting that could adversely affect the Trust’s ability to record, process, summarize, and report financial information, and in the event that any such weaknesses or deficiencies are identified, disclose them to the Trust’s Certifying Officers, audit committee, and auditors; C. consider whether, to the knowledge of any member of the DCP Committee, there has been or may have been any fraud, whether or not material, and, if so, disclose to the Certifying Officers, and the Trust’s Audit Committee and independent registered public accounting firm; and D. determine whether there was any change in internal controls over financial reporting that occurred during the Trust’s second quarter of the period covered by the Report for Reports on Form N-CSR or during the most recent fiscal quarter for Reports on Form N-Q that has materially affected or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.

Provision of Certifying Officer. Subject to the provisions of this Section 17(d) and Section 17(e) below, BISYS VCM shall make (i) a BISYS VCM employee or an agent of VCM available to each the Trust to serve, upon designation as such by the Board, as the Chief Financial Officer of the Trust or under such other title to perform similar functions and (ii) a VCM employee to serve, upon designation as such by the Board, as the President of the Trust or under such other title to perform similar functions (each, (a “Certifying Officer”). BISYS’ VCM’s obligation in this regard shall be met by providing an appropriately qualified employee or agent of BISYS VCM (or its affiliates) who, in the exercise of his or her duties to each the Trust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of such the Trust. BISYS Subject to Board approval, VCM shall select, and may replace, the specific employee or agent that it makes available to serve in the designated capacity as a Certifying Officer, in BISYS’ VCM’s reasonable discretion, taking into account such person’s responsibilities concerning, and familiarity with, each the Trust’s operations; provided, however, that any such employee selected by BISYS is subject to Board approval. For so long as BISYS VCM provides a Certifying Officer, VCM shall contractually agree with the Trusts that (a) there shall be a DCP Committee (as defined below), and (b) each the Trust’s DCP’s DCPs shall contain (or the Trust and BISYS VCM shall otherwise establish) mutually agreeable procedures governing the certification of Form N-CSR, Form N-Q, and any other forms required to be certified pursuant to Sections 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Rule 30a-2 under the 1940 Act, or any other related law or regulation (collectively, “SO Laws” and such forms, collectively, “Reports”), and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: (A) BISYS and : · VCM shall establish and maintain a Disclosure Controls and Procedures Committee (the “DCP Committee”) to evaluate the Trust DCPs in accordance with Rule 30a-3 under the 1940 Act. The DCP Committee shall include (at a minimum) each the Trust’s President, Chief Financial Officer, and Chief Compliance Officer, Officer and such other individuals as may be necessary or appropriate to enable the DCP Committee to ensure the cooperation of, and to oversee, each of the Trust’s agents that records, processes, summarizes, or reports information contained in Trust Reports (or any information from which such information is derived), including the Funds’ investment advisors, custodians, and other service providers to the Trust or any Fund (“Other Providers”). BISYS and VCM may from time to time request appropriate approvals from the Board with respect to the DCP Committee and the Trust DCPs. (B) Each DCP’s. · The Trust shall require require: (A) that sub-certifications on internal controls, upon which the Certifying Officer Officers may rely in certifying Reports, be provided by Other Providers in form and content reasonably acceptable to the Certifying Officer Officers and consistent with the SO Laws, ; and (B) that such sub-certifications are delivered to the DCP Committee and the Certifying Officer Officers sufficiently in advance of the DCP Committee meeting described in (iii) below. BISYS VCM shall obtain such sub-certifications from such Other Providers. (C) . · The DCP Committee shall (A) establish a schedule to ensure that all required disclosures in any Report, including the financial statements, for the Trust are identified and prepared in a timeframe sufficient to allow review, (B) meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report, and (C) record its considerations and conclusions in a written memorandum sufficient to support conclusions pertaining to Trust DCPs as required by the instructions to Form N-CSR or Form N-Q. In conducting its review and evaluations, the DCP Committee shall: A. review SAS 70 reports pertaining to BISYS VCM and Other Providers, if applicable, or in the absence of any such reports, consider the adequacy of the sub-certifications supplied by the service provider. In cases where the SAS 70 report is dated more than 90 days prior to the issuance of a Report, the DCP Committee shall request a written representation from the service provider regarding the continued application and effectiveness of internal controls described in the report, or descriptions of any changes in internal control structure, as of the date of the representation; B. consider whether there are any significant deficiencies or material weaknesses in the design or operation of the Trust DCPs or internal controls over financial reporting that could adversely affect the Trust’s ability to record, process, summarize, and report financial information, and in the event that any such weaknesses or deficiencies are identified, disclose them to the Trust’s Certifying Officers, audit committeeAudit Committee, and auditorsindependent registered public accounting firm; C. consider whether, to the knowledge of any member of the DCP Committee, there has been or may have been any fraud, whether or not material, and, if so, disclose to the Certifying Officers, and the Trust’s Audit Committee and independent registered public accounting firm; and D. determine whether there was any change in internal controls over financial reporting that occurred during the Trust’s second quarter of the period covered by the Report for Reports on Form N-CSR or during the most recent fiscal quarter for Reports on Form N-Q that has materially affected affected, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.

Provision of Certifying Officer. Subject to the provisions of this Section 17(d) and Section 17(e) below, BISYS VCM shall make (i) a BISYS VCM employee or an agent of VCM available to each the Trust to serve, upon designation as such by the Board, as the Chief Financial Officer of the Trust or under such other title to perform similar functions and (ii) a VCM employee to serve, upon designation as such by the Board, as the President of the Trust or under such other title to perform similar functions (each, (a “Certifying Officer”). BISYS’ VCM’s obligation in this regard shall be met by providing an appropriately qualified employee or agent of BISYS VCM (or its affiliates) who, in the exercise of his or her duties to each the Trust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of such the Trust. BISYS Subject to Board approval, VCM shall select, and may replace, the specific employee or agent that it makes available to serve in the designated capacity as a Certifying Officer, in BISYS’ VCM’s reasonable discretion, taking into account such person’s responsibilities concerning, and familiarity with, each the Trust’s operations; provided, however, that any such employee selected by BISYS is subject to Board approval. For so long as BISYS VCM provides a Certifying Officer, VCM shall contractually agree with the Trusts that (a) there shall be a DCP Committee (as defined below), and (b) each the Trust’s DCP’s DCPs shall contain (or the Trust and BISYS VCM shall otherwise establish) mutually agreeable procedures governing the certification of Form N-CSR, Form N-Q, and any other forms required to be certified pursuant to Sections 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Rule 30a-2 under the 1940 Act, or any other related law or regulation (collectively, “SO Laws” and such forms, collectively, “Reports”), and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: (A) BISYS and : · VCM shall establish and maintain a Disclosure Controls and Procedures Committee (the “DCP Committee”) to evaluate the Trust DCPs in accordance with Rule 30a-3 under the 1940 Act. The DCP Committee shall include (at a minimum) each the Trust’s President, Chief Financial Officer, and Chief Compliance Officer, Officer and such other individuals as may be necessary or appropriate to enable the DCP Committee to ensure the cooperation of, and to oversee, each of the Trust’s agents that records, processes, summarizes, or reports information contained in Trust Reports (or any information from which such information is derived), including the Funds’ investment advisors, custodians, and other service providers to the Trust or any Fund (“Other Providers”). BISYS and VCM may from time to time request appropriate approvals from the Board with respect to the DCP Committee and the Trust DCPs. (B) Each DCP’s. · The Trust shall require require: (A) that sub-certifications on internal controls, upon which the Certifying Officer Officers may rely in certifying Reports, be provided by Other Providers in form and content reasonably acceptable to the Certifying Officer Officers and consistent with the SO Laws, ,; and (B) that such sub-certifications are delivered to the DCP Committee and the Certifying Officer Officers sufficiently in advance of the DCP Committee meeting described in (iii) below. BISYS VCM shall obtain such sub-certifications from such Other Providers. (C) . · The DCP Committee shall (A) establish a schedule to ensure that all required disclosures in any Report, including the financial statements, for the Trust are identified and prepared in a timeframe sufficient to allow review, (B) meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report, and (C) record its considerations and conclusions in a written memorandum sufficient to support conclusions pertaining to Trust DCPs as required by the instructions to Form N-CSR or Form N-Q. In conducting its review and evaluations, the DCP Committee shall: A. review SAS 70 reports pertaining to BISYS VCM and Other Providers, if applicable, or in the absence of any such reports, consider the adequacy of the sub-certifications supplied by the service provider. In cases where the SAS 70 report is dated more than 90 days prior to the issuance of a Report, the DCP Committee shall request a written representation from the service provider regarding the continued application and effectiveness of internal controls described in the report, or descriptions of any changes in internal control structure, as of the date of the representation; B. consider whether there are any significant deficiencies or material weaknesses in the design or operation of the Trust DCPs or internal controls over financial reporting that could adversely affect the Trust’s ability to record, process, summarize, and report financial information, and in the event that any such weaknesses or deficiencies are identified, disclose them to the Trust’s Certifying Officers, audit committeeAudit Committee, and auditorsindependent registered public accounting firm; C. consider whether, to the knowledge of any member of the DCP Committee, there has been or may have been any fraud, whether or not material, and, if so, disclose to the Certifying Officers, and the Trust’s Audit Committee and independent registered public accounting firm; and D. determine whether there was any change in internal controls over financial reporting that occurred during the Trust’s second quarter of the period covered by the Report for Reports on Form N-CSR or during the most recent fiscal quarter for Reports on Form N-Q that has materially affected affected, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.

Provision of Certifying Officer. Subject to the provisions of this Section 17(d) and Section 17(e) below, BISYS VCM shall make (i) a BISYS VCM employee or an agent of VCM available to each Trust Company to serve, upon designation as such by the Board, as the Chief Financial Officer of the Company or under such Trust other title to perform similar functions and (ii) a VCM employee to serve, upon designation as such by the Board, as the President of each Company or under such other title to perform similar functions (each, (a “Certifying Officer”). BISYS’ VCM’s obligation in this regard shall be met by providing an appropriately qualified employee or agent of BISYS VCM (or its affiliates) who, in the exercise of his or her duties to each TrustCompany, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of such Trustthe Company. BISYS Subject to Board approval, VCM shall select, and may replace, the specific employee or agent that it makes available to serve in the designated capacity as a Certifying Officer, in BISYS’ VCM’s reasonable discretion, taking into account such person’s responsibilities concerning, and familiarity with, each TrustCompany’s operations; provided, however, that any such employee selected by BISYS is subject to Board approval. For so long as BISYS VCM provides a Certifying Officer, VCM shall contractually agree with the Trusts that (a) there shall be a DCP Committee (as defined below), and (b) each Trusta Company’s DCP’s DCPs shall contain (or the Trust a Company and BISYS VCM shall otherwise establish) mutually agreeable procedures governing the certification of Form N-CSR, Form N-Q, CSR and any other forms required to be certified pursuant to Sections 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Rule 30a-2 under the 1940 Act, or any other related law or regulation (collectively, “SO Laws” and such forms, collectively, “Reports”), and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: (A) BISYS and i. VCM shall establish and maintain a Disclosure Controls and Procedures Committee (the “DCP Committee”) to evaluate the Trust a Company’s DCPs in accordance with Rule 30a-3 under the 1940 Act. The DCP Committee shall include (at a minimum) each Trusta Company’s President, Chief Financial Officer, and Chief Compliance Officer, Officer and such other individuals as may be necessary or appropriate to enable the DCP Committee to ensure the cooperation of, and to oversee, each of the TrustCompany’s agents that records, processes, summarizes, or reports information contained in Trust Company Reports (or any information from which such information is derived), including the Company’s or Funds’ investment advisorsadvisers, custodians, and other service providers to the Trust each Company or any Fund (“Other Providers”). BISYS and VCM may from time to time request appropriate approvals from the Board with respect to the DCP Committee and the Trust DCPseach Company’s DCP’s. (B) ii. Each Trust Company shall require require: (A) that sub-certifications on internal controls, upon which the Certifying Officer Officers may rely in certifying Reports, be provided by Other Providers in form and content reasonably acceptable to the Certifying Officer Officers and consistent with the SO Laws, ; and (B) that such sub-certifications are delivered to the DCP Committee and the Certifying Officer Officers sufficiently in advance of the DCP Committee meeting described in (iii) below. BISYS VCM shall obtain such sub-certifications from such Other Providers. (C) iii. The DCP Committee shall (A) establish a schedule to ensure that all required disclosures in any Report, including the financial statements, for the Trust each Company are identified and prepared in a timeframe sufficient to allow review, (B) meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report, and (C) record its considerations and conclusions in a written memorandum sufficient to support conclusions pertaining to Trust each Company’s DCPs as required by the instructions to Form N-CSR or Form N-Q. CSR. In conducting its review and evaluations, the DCP Committee shall: A. review SAS 70 reports pertaining to BISYS VCM and Other Providers, if applicable, or in the absence of any such reports, consider the adequacy of the sub-certifications supplied by the service provider. In cases where the SAS 70 report is dated more than 90 days prior to the issuance of a Report, the DCP Committee shall request a written representation from the service provider regarding the continued application and effectiveness of internal controls described in the report, or descriptions of any changes in internal control structure, as of the date of the representation; B. consider whether there are any significant deficiencies or material weaknesses in the design or operation of the Trust each Company’s DCPs or internal controls over financial reporting that could adversely affect the Trusteach Company’s ability to record, process, summarize, and report financial information, and in the event that any such weaknesses or deficiencies are identified, disclose them to the Trusteach Company’s Certifying Officers, audit committeeAudit Committee, and auditorsindependent registered public accounting firm; C. consider whether, to the knowledge of any member of the DCP Committee, there has been or may have been any fraud, whether or not material, and, if so, disclose to the Certifying Officers, and the Trusteach Company’s Audit Committee and independent registered public accounting firm; and D. determine whether there was any change in internal controls over financial reporting that occurred during the Trusteach Company’s second quarter of the period covered by the Report for Reports on Form N-CSR or during the most recent fiscal quarter for Reports on Form N-Q that has materially affected affected, or is reasonably likely to materially affect, the TrustCompany’s internal control over financial reporting. A Certifying Officer shall have the full discretion to decline to certify a particular Report that fails to meet the standards set forth in the Certification, and to report matters involving fraud or other failures to meet the standards of applicable law to the audit committee of the Boards. Each Company shall, in its own capacity, take all reasonably necessary and appropriate measures to comply with its obligations under SO Laws. Without limitation of the foregoing, except for those obligations which are expressly delegated to or assumed by VCM in this Agreement, each Company shall support 14 and facilitate the role of each Certifying Officer and the DCP Committee in, designing and maintaining the Company’s DCPs in accordance with applicable laws.

Provision of Certifying Officer. Subject to the provisions of this Section 17(d) and Section 17(e) below, BISYS CITI shall make a BISYS CITI employee available to each Trust to serve, upon designation as such by the Board, as the Chief Financial Officer of such Trust or under such other title to perform similar functions (a “Certifying Officer”). BISYSCITI’ obligation in this regard shall be met by providing an appropriately qualified employee of BISYS CITI (or its affiliates) who, in the exercise of his or her duties to each Trust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of such Trust. BISYS CITI shall select, and may replace, the specific employee that it makes available to serve in the designated capacity as a Certifying Officer, in BISYSCITI’ reasonable discretion, taking into account such person’s responsibilities concerning, and familiarity with, each Trust’s operations; provided, however, that any such employee selected by BISYS CITI is subject to Board approval. For so long as BISYS CITI provides a Certifying Officer, VCM shall contractually agree with the Trusts Trust that (a) there shall be a DCP Committee (as defined below), and (b) each Trust’s DCP’s shall contain (or the Trust and BISYS CITI shall otherwise establish) mutually agreeable procedures governing the certification of Form N-CSR, Form N-Q, and any other forms required to be certified pursuant to Sections 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Rule 30a-2 under the 1940 Act, or any other related law or regulation (collectively, “SO Laws” and such forms, collectively, “Reports”), and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: (A) BISYS CITI and VCM shall establish and maintain a Disclosure Controls and Procedures Committee (the “DCP Committee”) to evaluate the Trust DCPs in accordance with Rule 30a-3 under the 1940 Act. The DCP Committee shall include (at a minimum) each Trust’s President, Chief Financial Officer, Chief Compliance Officer, and such other individuals as may be necessary or appropriate to enable the DCP Committee to ensure the cooperation of, and to oversee, each of the Trust’s agents that records, processes, summarizes, or reports information contained in Trust Reports (or any information from which such information is derived), including the Funds’ investment advisors, custodians, and other service providers to the Trust or any Fund (“Other Providers”). BISYS CITI and VCM may from time to time request appropriate approvals from the Board with respect to the DCP Committee and the Trust DCPs. (B) Each Trust shall require (A) that sub-certifications on internal controls, upon which the Certifying Officer may rely in certifying Reports, be provided by Other Providers in form and content reasonably acceptable to the Certifying Officer and consistent with the SO Laws, and (B) that such sub-certifications are delivered to the DCP Committee and the Certifying Officer sufficiently in advance of the DCP Committee meeting described in (iii) below. BISYS CITI shall obtain such sub-certifications from such Other Providers. (C) The DCP Committee shall (A) establish a schedule to ensure that all required disclosures in any Report, including the financial statements, for the Trust are identified and prepared in a timeframe sufficient to allow review, (B) meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report, and (C) record its considerations and conclusions in a written memorandum sufficient to support conclusions pertaining to Trust DCPs as required by the instructions to Form N-CSR or Form N-Q. In conducting its review and evaluations, the DCP Committee shall: A. review SAS 70 reports pertaining to BISYS CITI and Other Providers, if applicable, or in the absence of any such reports, consider the adequacy of the sub-certifications supplied by the service provider. In cases where the SAS 70 report is dated more than 90 days prior to the issuance of a Report, the DCP Committee shall request a written representation from the service provider regarding the continued application and effectiveness of internal controls described in the report, or descriptions of any changes in internal control structure, as of the date of the representation; B. consider whether there are any significant deficiencies or material weaknesses in the design or operation of the Trust DCPs or internal controls over financial reporting that could adversely affect the Trust’s ability to record, process, summarize, and report financial information, and in the event that any such weaknesses or deficiencies are identified, disclose them to the Trust’s Certifying Officers, audit committee, and auditors; C. consider whether, to the knowledge of any member of the DCP Committee, there has been or may have been any fraud, whether or not material, and, if so, disclose to the Certifying Officers, and the Trust’s Audit Committee and independent registered public accounting firm; and D. determine whether there was any change in internal controls over financial reporting that occurred during the Trust’s second quarter of the period covered by the Report for Reports on Form N-CSR or during the most recent fiscal quarter for Reports on Form N-Q that has materially affected or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.

Provision of Certifying Officer. Subject to the provisions of this Section 17(d) and Section 17(e) below, BISYS shall make a BISYS employee available to each the Trust to serve, upon designation as such by the Board, as the Chief Financial Officer of such the Trust or under such other title to perform similar functions (a “"Certifying Officer”"). BISYS’ 's obligation in this regard shall be met by providing an appropriately qualified employee of BISYS (or its affiliates) who, in the exercise of his or her duties to each the Trust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of such the Trust. BISYS shall select, and may replace, the specific employee that it makes available to serve in the designated capacity as a Certifying Officer, in BISYS’ 's reasonable discretion, taking into account such person’s 's responsibilities concerning, and familiarity with, each the Trust’s 's operations; provided, however, that any such employee selected by BISYS is subject to Board approval. For so long as BISYS provides a Certifying Officer, VCM shall contractually agree with the Trusts that (a) there shall be a DCP Committee (as defined below), and (b) each the Trust’s DCP’s 's disclosure and control procedures (the "Trust DCPs") shall contain (or the Trust and BISYS shall otherwise establish) mutually agreeable procedures governing the certification of Form N-CSR, Form N-Q, and any other forms required to be certified pursuant to Sections 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Rule 30a-2 under the 1940 Act, or any other related law or regulation (collectively, “"SO Laws” " and such forms, collectively, “"Reports”"), and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: (Ai) BISYS and VCM The Co-Administrators shall establish and maintain a Disclosure Controls and Procedures Committee (the “"DCP Committee”") to evaluate the Trust DCPs in accordance with Rule 30a-3 under the 1940 Act. The DCP Committee shall include (at a minimum) each the Trust’s President's Principal Executive Officer, Chief Financial Officer, and Chief Compliance Officer, Legal Officer (if any) and such other individuals as may be necessary or appropriate to enable the DCP Committee to ensure the cooperation of, and to oversee, each of the Trust’s 's agents that records, processes, summarizes, or reports information contained in Trust Reports (or any information from which such information is derived), including the Funds’ ' investment advisors, custodians, and other service providers to the Trust or any Fund (“"Other Providers”"). BISYS and VCM The Co-Administrators may from time to time request appropriate approvals from the Board with respect to the DCP Committee and the Trust DCPsCommittee. (Bii) Each The Trust shall require (A) that sub-certifications on internal controls, upon which the Certifying Officer may rely in certifying Reports, be provided by Other Providers in form and content reasonably acceptable to the Certifying Officer and consistent with the SO Laws, and (B) that such sub-certifications are delivered to the DCP Committee and the Certifying Officer sufficiently in advance of the DCP Committee meeting described in (iii) below. BISYS shall obtain such sub-certifications from such Other Providers. (Ciii) The DCP Committee shall (A) establish a schedule to ensure that all required disclosures in any Report, including the financial statements, for the Trust are identified and prepared in a timeframe sufficient to allow review, (B) meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report, and (C) record its considerations and conclusions in a written memorandum sufficient to support conclusions pertaining to Trust DCPs as required by the instructions to Form N-CSR or Form N-Q. In conducting its review and evaluations, the DCP Committee shall: A. review SAS 70 reports pertaining to BISYS and Other Providers, if applicable, or in the absence of any such reports, consider the adequacy of the sub-certifications supplied by the service provider. In cases where the SAS 70 report is dated more than 90 days prior to the issuance of a Report, the DCP Committee shall request a written representation from the service provider regarding the continued application and effectiveness of internal controls described in the report, or descriptions of any changes in internal control structure, as of the date of the representation; B. consider whether there are any significant deficiencies or material weaknesses in the design or operation of the Trust DCPs or internal controls over financial reporting that could adversely affect the Trust’s 's ability to record, process, summarize, and report financial information, and in the event that any such weaknesses or deficiencies are identified, disclose them to the Trust’s 's Certifying Officers, audit committee, and auditors; C. consider whether, to the knowledge of any member of the DCP Committee, there has been or may have been any fraud, whether or not material, and, if so, disclose to the Certifying Officers, and the Trust’s Audit Committee and independent registered public accounting firm; and D. determine whether there was any change in internal controls over financial reporting that occurred during the Trust’s second quarter of the period covered by the Report for Reports on Form N-CSR or during the most recent fiscal quarter for Reports on Form N-Q that has materially affected or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.

Provision of Certifying Officer. Subject to the provisions of this Section 17(d) and Section 17(e) below, BISYS VICTORY shall make a BISYS VICTORY employee available to each the Trust to serve, upon designation as such by the Board, as the Chief Financial Officer Principal Executive officer of such the Trust or under such other title to perform similar functions (a “"Certifying Officer”"). BISYS’ VICTORY's obligation in this regard shall be met by providing an appropriately qualified employee of BISYS VICTORY (or its affiliates) who, in the exercise of his or her duties to each the Trust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of such the Trust. BISYS VICTORY shall select, and may replace, the specific employee that it makes available to serve in the designated capacity as a Certifying Officer, in BISYS’ VICTORY's reasonable discretion, taking into account such person’s 's responsibilities concerning, and familiarity with, each the Trust’s 's operations; provided, however, that any such employee selected by BISYS is subject to Board approval. For so long as BISYS VICTORY provides a Certifying Officer, VCM shall contractually agree with the Trusts that (a) there shall be a DCP Committee (as defined below), and (b) each the Trust’s DCP’s 's disclosure and control procedures (the "Trust DCPs") shall contain (or the Trust and BISYS VICTORY shall otherwise establish) mutually agreeable procedures governing the certification of Form N-CSR, Form N-Q, and any other forms required to be certified pursuant to Sections 302 or 906 of the Sarbanes-Oxley Act of 2002, ▇▇▇▇▇▇ ▇▇▇-▇ ▇▇▇▇▇ Act of 2002, Rule 30a-2 under nder the 1940 Act, or any other related law or regulation (collectively, “"SO Laws” " and such forms, collectively, “"Reports”"), and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: (Ai) BISYS and VCM The Co-Administrators shall establish and maintain a Disclosure Controls and Procedures Committee (the “"DCP Committee”") to evaluate the Trust DCPs in accordance with Rule 30a-3 under the 1940 Act. The DCP Committee shall include (at a minimum) each the Trust’s President's Principal Executive Officer, Chief Financial Officer, and Chief Compliance Officer, Legal Officer (if any) and such other individuals as may be necessary or appropriate to enable the DCP Committee to ensure the cooperation of, and to oversee, each of the Trust’s 's agents that records, processes, summarizes, or reports information contained in Trust Reports (or any information from which such information is derived), including the Funds’ ' investment advisors, custodians, and other service providers to the Trust or any Fund (“"Other Providers”"). BISYS and VCM The Co-Administrators may from time to time request appropriate approvals from the Board with respect to the DCP Committee and the Trust DCPsCommittee. (Bii) Each The Trust shall require (A) that sub-certifications on internal controls, upon which the Certifying Officer may rely in certifying Reports, be provided by Other Providers in form and content reasonably acceptable to the Certifying Officer and consistent with the SO Laws, and (B) that such sub-certifications are delivered to the DCP Committee and the Certifying Officer sufficiently in advance of the DCP Committee meeting described in (iii) below. BISYS VICTORY shall obtain such sub-certifications from such Other Providers. (Ciii) The DCP Committee shall (A) establish a schedule to ensure that all required disclosures in any Report, including the financial statements, for the Trust are identified and prepared in a timeframe sufficient to allow review, (B) meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report, and (C) record its considerations and conclusions in a written memorandum sufficient to support conclusions pertaining to Trust DCPs as required by the instructions to Form N-CSR or Form N-Q. In conducting its review and evaluations, the DCP Committee shall: A. review SAS 70 reports pertaining to BISYS VICTORY and Other Providers, if applicable, or in the absence of any such reports, consider the adequacy of the sub-certifications supplied by the service provider. In cases where the SAS 70 report is dated more than 90 days prior to the issuance of a Report, the DCP Committee shall request a written representation from the service provider regarding the continued application and effectiveness of internal controls described in the report, or descriptions of any changes in internal control structure, as of the date of the representation; B. consider whether there are any significant deficiencies or material weaknesses in the design or operation of the Trust DCPs or internal controls over financial reporting that could adversely affect the Trust’s ability to record, process, summarize, and report financial information, and in the event that any such weaknesses or deficiencies are identified, disclose them to the Trust’s Certifying Officers, audit committee, and auditors; C. consider whether, to the knowledge of any member of the DCP Committee, there has been or may have been any fraud, whether or not material, and, if so, disclose to the Certifying Officers, and the Trust’s Audit Committee and independent registered public accounting firm; and D. determine whether there was any change in internal controls over financial reporting that occurred during the Trust’s second quarter of the period covered by the Report for Reports on Form N-CSR or during the most recent fiscal quarter for Reports on Form N-Q that has materially affected or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.

Provision of Certifying Officer. Subject to the provisions of this Section 17(d) and Section 17(e) below, BISYS VCM shall make (i) a BISYS VCM employee or an agent of VCM available to each Trust Company to serve, upon designation as such by the Board, as the Chief Financial Officer of the Company or under such Trust other title to perform similar functions and (ii) a VCM employee to serve, upon designation as such by the Board, as the President of each Company or under such other title to perform similar functions (each, (a “Certifying Officer”). BISYS’ VCM’s obligation in this regard shall be met by providing an appropriately qualified employee or agent of BISYS VCM (or its affiliates) who, in the exercise of his or her duties to each TrustCompany, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of such Trustthe Company. BISYS Subject to Board approval, VCM shall select, and may replace, the specific employee or agent that it makes available to serve in the designated capacity as a Certifying Officer, in BISYS’ VCM’s reasonable discretion, taking into account such person’s responsibilities concerning, and familiarity with, each TrustCompany’s operations; provided, however, that any such employee selected by BISYS is subject to Board approval. For so long as BISYS VCM provides a Certifying Officer, VCM shall contractually agree with the Trusts that (a) there shall be a DCP Committee (as defined below), and (b) each Trusta Company’s DCP’s DCPs shall contain (or the Trust a Company and BISYS VCM shall otherwise establish) mutually agreeable procedures governing the certification of Form N-CSR, Form N-Q, CSR and any other forms required to be certified pursuant to Sections 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Rule 30a-2 under the 1940 Act, or any other related law or regulation (collectively, “SO Laws” and such forms, collectively, “Reports”), and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: (A) BISYS and i. VCM shall establish and maintain a Disclosure Controls and Procedures Committee (the “DCP Committee”) to evaluate the Trust a Company’s DCPs in accordance with Rule 30a-3 under the 1940 Act. The DCP Committee shall include (at a minimum) each Trusta Company’s President, Chief Financial Officer, and Chief Compliance Officer, Officer and such other individuals as may be necessary or appropriate to enable the DCP Committee to ensure the cooperation of, and to oversee, each of the TrustCompany’s agents that records, processes, summarizes, or reports information contained in Trust Company Reports (or any information from which such information is derived), including the Company’s or Funds’ investment advisorsadvisers, custodians, and other service providers to the Trust each Company or any Fund (“Other Providers”). BISYS and VCM may from time to time request appropriate approvals from the Board with respect to the DCP Committee and the Trust DCPseach Company’s DCP’s. (B) ii. Each Trust Company shall require require: (A) that sub-certifications on internal controls, upon which the Certifying Officer Officers may rely in certifying Reports, be provided by Other Providers in form and content reasonably acceptable to the Certifying Officer Officers and consistent with the SO Laws, ; and (B) that such sub-certifications are delivered to the DCP Committee and the Certifying Officer Officers sufficiently in advance of the DCP Committee meeting described in (iii) below. BISYS VCM shall obtain such sub-certifications from such Other Providers. (C) iii. The DCP Committee shall (A) establish a schedule to ensure that all required disclosures in any Report, including the financial statements, for the Trust each Company are identified and prepared in a timeframe sufficient to allow review, (B) meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report, and (C) record its considerations and conclusions in a written memorandum sufficient to support conclusions pertaining to Trust each Company’s DCPs as required by the instructions to Form N-CSR or Form N-Q. CSR. In conducting its review and evaluations, the DCP Committee shall: A. review SAS 70 reports pertaining to BISYS VCM and Other Providers, if applicable, or in the absence of any such reports, consider the adequacy of the sub-certifications supplied by the service provider. In cases where the SAS 70 report is dated more than 90 days prior to the issuance of a Report, the DCP Committee shall request a written representation from the service provider regarding the continued application and effectiveness of internal controls described in the report, or descriptions of any changes in internal control structure, as of the date of the representation; B. consider whether there are any significant deficiencies or material weaknesses in the design or operation of the Trust each Company’s DCPs or internal controls over financial reporting that could adversely affect the Trusteach Company’s ability to record, process, summarize, and report financial information, and in the event that any such weaknesses or deficiencies are identified, disclose them to the Trusteach Company’s Certifying Officers, audit committeeAudit Committee, and auditorsindependent registered public accounting firm; C. consider whether, to the knowledge of any member of the DCP Committee, there has been or may have been any fraud, whether or not material, and, if so, disclose to the Certifying Officers, and the Trusteach Company’s Audit Committee and independent registered public accounting firm; and D. determine whether there was any change in internal controls over financial reporting that occurred during the Trusteach Company’s second quarter of the period covered by the Report for Reports on Form N-CSR or during the most recent fiscal quarter for Reports on Form N-Q that has materially affected affected, or is reasonably likely to materially affect, the TrustCompany’s internal control over financial reporting. A Certifying Officer shall have the full discretion to decline to certify a particular Report that fails to meet the standards set forth in the Certification, and to report matters involving fraud or other failures to meet the standards of applicable law to the audit committee of the Boards. Each Company shall, in its own capacity, take all reasonably necessary and appropriate measures to comply with its obligations under SO Laws. Without limitation of the foregoing, except for those obligations which are expressly delegated to or assumed by VCM in this Agreement, each Company shall support and facilitate the role of each Certifying Officer and the DCP Committee in, designing and maintaining the Company’s DCPs in accordance with applicable laws.

Provision of Certifying Officer. Subject to the provisions of this Section 17(d) and Section 17(e) below, BISYS VICTORY shall make a BISYS VICTORY employee available to each the Trust to serve, upon designation as such by the Board, as the Chief Financial Officer Principal Executive officer of such the Trust or under such other title to perform similar functions (a “"Certifying Officer”"). BISYS’ VICTORY's obligation in this regard shall be met by providing an appropriately qualified employee of BISYS VICTORY (or its affiliates) who, in the exercise of his or her duties to each the Trust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of such the Trust. BISYS VICTORY shall select, and may replace, the specific employee that it makes available to serve in the designated capacity as a Certifying Officer, in BISYS’ VICTORY's reasonable discretion, taking into account such person’s 's responsibilities concerning, and familiarity with, each the Trust’s 's operations; provided, however, that any such employee selected by BISYS is subject to Board approval. For so long as BISYS VICTORY provides a Certifying Officer, VCM shall contractually agree with the Trusts that (a) there shall be a DCP Committee (as defined below), and (b) each the Trust’s DCP’s 's disclosure and control procedures (the "Trust DCPs") shall contain (or the Trust and BISYS VICTORY shall otherwise establish) mutually agreeable procedures governing the certification of Form N-CSR, Form N-Q, and any other forms required to be certified pursuant to Sections 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Rule 30a-2 under the 1940 Act, or any other related law or regulation (collectively, “"SO Laws” " and such forms, collectively, “"Reports”"), and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: (Ai) BISYS and VCM The Co-Administrators shall establish and maintain a Disclosure Controls and Procedures Committee (the “"DCP Committee”") to evaluate the Trust DCPs in accordance with Rule 30a-3 under the 1940 Act. The DCP Committee shall include (at a minimum) each the Trust’s President's Principal Executive Officer, Chief Financial Officer, and Chief Compliance Officer, Legal Officer (if any) and such other individuals as may be necessary or appropriate to enable the DCP Committee to ensure the cooperation of, and to oversee, each of the Trust’s 's agents that records, processes, summarizes, or reports information contained in Trust Reports (or any information from which such information is derived), including the Funds’ ' investment advisors, custodians, and other service providers to the Trust or any Fund (“"Other Providers”"). BISYS and VCM The Co-Administrators may from time to time request appropriate approvals from the Board with respect to the DCP Committee and the Trust DCPsCommittee. (Bii) Each The Trust shall require (A) that sub-certifications on internal controls, upon which the Certifying Officer may rely in certifying Reports, be provided by Other Providers in form and content reasonably acceptable to the Certifying Officer and consistent with the SO Laws, and (B) that such sub-certifications are delivered to the DCP Committee and the Certifying Officer sufficiently in advance of the DCP Committee meeting described in (iii) below. BISYS VICTORY shall obtain such sub-certifications from such Other Providers. (Ciii) The DCP Committee shall (A) establish a schedule to ensure that all required disclosures in any Report, including the financial statements, for the Trust are identified and prepared in a timeframe sufficient to allow review, (B) meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report, and (C) record its considerations and conclusions in a written memorandum sufficient to support conclusions pertaining to Trust DCPs as required by the instructions to Form N-CSR or Form N-Q. In conducting its review and evaluations, the DCP Committee shall: A. review SAS 70 reports pertaining to BISYS VICTORY and Other Providers, if applicable, or in the absence of any such reports, consider the adequacy of the sub-certifications supplied by the service provider. In cases where the SAS 70 report is dated more than 90 days prior to the issuance of a Report, the DCP Committee shall request a written representation from the service provider regarding the continued application and effectiveness of internal controls described in the report, or descriptions of any changes in internal control structure, as of the date of the representation; B. consider whether there are any significant deficiencies or material weaknesses in the design or operation of the Trust DCPs or internal controls over financial reporting that could adversely affect the Trust’s ability to record, process, summarize, and report financial information, and in the event that any such weaknesses or deficiencies are identified, disclose them to the Trust’s Certifying Officers, audit committee, and auditors; C. consider whether, to the knowledge of any member of the DCP Committee, there has been or may have been any fraud, whether or not material, and, if so, disclose to the Certifying Officers, and the Trust’s Audit Committee and independent registered public accounting firm; and D. determine whether there was any change in internal controls over financial reporting that occurred during the Trust’s second quarter of the period covered by the Report for Reports on Form N-CSR or during the most recent fiscal quarter for Reports on Form N-Q that has materially affected or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.

Provision of Certifying Officer. Subject to the provisions of this Section 17(d) and Section 17(e) below, BISYS shall make a BISYS employee available to each the Trust to serve, upon designation as such by the Board, as the Chief Financial Officer of such the Trust or under such other title to perform similar functions (a “"Certifying Officer”"). BISYS’ 's obligation in this regard shall be met by providing an appropriately qualified employee of BISYS (or its affiliates) who, in the exercise of his or her duties to each the Trust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of such the Trust. BISYS shall select, and may replace, the specific employee that it makes available to serve in the designated capacity as a Certifying Officer, in BISYS’ 's reasonable discretion, taking into account such person’s 's responsibilities concerning, and familiarity with, each the Trust’s 's operations; provided, however, that any such employee selected by BISYS is subject to Board approval. For so long as BISYS provides a Certifying Officer, VCM shall contractually agree with the Trusts that (a) there shall be a DCP Committee (as defined below), and (b) each the Trust’s DCP’s 's disclosure and control procedures (the "Trust DCPs") shall contain (or the Trust and BISYS shall otherwise establish) mutually agreeable procedures governing the certification of Form N-CSR, Form N-Q, and any other forms required to be certified pursuant to Sections 302 or 906 of the Sarbanes-Oxley Act of 2002, ▇▇▇▇▇▇ ▇▇▇-▇ ▇▇▇▇▇ Act of 2002, Rule 30a-2 under nder the 1940 Act, or any other related law or regulation (collectively, “"SO Laws” " and such forms, collectively, “"Reports”"), and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: (Ai) BISYS and VCM The Co-Administrators shall establish and maintain a Disclosure Controls and Procedures Committee (the “"DCP Committee”") to evaluate the Trust DCPs in accordance with Rule 30a-3 under the 1940 Act. The DCP Committee shall include (at a minimum) each the Trust’s President's Principal Executive Officer, Chief Financial Officer, and Chief Compliance Officer, Legal Officer (if any) and such other individuals as may be necessary or appropriate to enable the DCP Committee to ensure the cooperation of, and to oversee, each of the Trust’s 's agents that records, processes, summarizes, or reports information contained in Trust Reports (or any information from which such information is derived), including the Funds’ ' investment advisors, custodians, and other service providers to the Trust or any Fund (“"Other Providers”"). BISYS and VCM The Co-Administrators may from time to time request appropriate approvals from the Board with respect to the DCP Committee and the Trust DCPsCommittee. (Bii) Each The Trust shall require (A) that sub-certifications on internal controls, upon which the Certifying Officer may rely in certifying Reports, be provided by Other Providers in form and content reasonably acceptable to the Certifying Officer and consistent with the SO Laws, and (B) that such sub-certifications are delivered to the DCP Committee and the Certifying Officer sufficiently in advance of the DCP Committee meeting described in (iii) below. BISYS shall obtain such sub-certifications from such Other Providers. (Ciii) The DCP Committee shall (A) establish a schedule to ensure that all required disclosures in any Report, including the financial statements, for the Trust are identified and prepared in a timeframe sufficient to allow review, (B) meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report, and (C) record its considerations and conclusions in a written memorandum sufficient to support conclusions pertaining to Trust DCPs as required by the instructions to Form N-CSR or Form N-Q. In conducting its review and evaluations, the DCP Committee shall: A. review SAS 70 reports pertaining to BISYS and Other Providers, if applicable, or in the absence of any such reports, consider the adequacy of the sub-certifications supplied by the service provider. In cases where the SAS 70 report is dated more than 90 days prior to the issuance of a Report, the DCP Committee shall request a written representation from the service provider regarding the continued application and effectiveness of internal controls described in the report, or descriptions of any changes in internal control structure, as of the date of the representation; B. consider whether there are any significant deficiencies or material weaknesses in the design or operation of the Trust DCPs or internal controls over financial reporting that could adversely affect the Trust’s 's ability to record, process, summarize, and report financial information, and in the event that any such weaknesses or deficiencies are identified, disclose them to the Trust’s 's Certifying Officers, audit committee, and auditors; C. consider whether, to the knowledge of any member of the DCP Committee, there has been or may have been any fraud, whether or not material, and, if so, disclose to the Certifying Officers, and the Trust’s Audit Committee and independent registered public accounting firm; and D. determine whether there was any change in internal controls over financial reporting that occurred during the Trust’s second quarter of the period covered by the Report for Reports on Form N-CSR or during the most recent fiscal quarter for Reports on Form N-Q that has materially affected or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.