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, VCM shall make (i) a VCM employee or an agent of VCM available to 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”). VCM’s obligation in this regard shall be met by providing an appropriately qualified employee or agent of VCM (or its affiliates) who, in the exercise of his or her duties to the Trust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the Trust. 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 VCM’s reasonable discretion, taking into account such person’s responsibilities concerning, and familiarity with, the Trust’s operations. For so long as VCM provides a Certifying Officer, (a) there shall be a DCP Committee (as defined below), and (b) the Trust’s DCPs shall contain (or the Trust and 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 Xxxxxxxx-Xxxxx 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: · 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) the Trust’s President, Chief Financial Officer, and 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”). VCM may from time to time request appropriate approvals from the Board with respect to the DCP Committee and the Trust DCP’s. · The Trust shall require: (A) that sub-certifications on internal controls, upon which the Certifying Officers may rely in certifying Reports, be provided by Other Providers in form and content reasonably acceptable to the Certifying Officers and consistent with the SO Laws,; and (B) that such sub-certifications are delivered to the DCP Committee and the Certifying Officers sufficiently in advance of the DCP Committee meeting described in (iii) below. VCM shall obtain such sub-certifications from such Other Providers. · 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 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 Committee, and independent 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, 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, VCM shall make (i) a VCM employee or an agent of VCM available to 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”). VCM’s obligation in this regard shall be met by providing an appropriately qualified employee or agent of VCM (or its affiliates) who, in the exercise of his or her duties to the Trust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the Trust. 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 VCM’s reasonable discretion, taking into account such person’s responsibilities concerning, and familiarity with, the Trust’s operations. For so long as VCM provides a Certifying Officer, (a) there shall be a DCP Committee (as defined below), and (b) the Trust’s DCPs shall contain (or the Trust and 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 Xxxxxxxx-Xxxxx 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: · 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) the Trust’s President, Chief Financial Officer, and 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”). VCM may from time to time request appropriate approvals from the Board with respect to the DCP Committee and the Trust DCP’s. · The Trust shall require: (A) that sub-certifications on internal controls, upon which the Certifying Officers may rely in certifying Reports, be provided by Other Providers in form and content reasonably acceptable to the Certifying Officers and consistent with the SO Laws,; and (B) that such sub-certifications are delivered to the DCP Committee and the Certifying Officers sufficiently in advance of the DCP Committee meeting described in (iii) below. VCM shall obtain such sub-certifications from such Other Providers. · 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 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 Committee, and independent 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, 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, VCM BISYS shall make (i) a VCM BISYS employee or an agent of VCM available to the each 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”). VCM’s BISYS’ obligation in this regard shall be met by providing an appropriately qualified employee or agent of VCM BISYS (or its affiliates) who, in the exercise of his or her duties to the each Trust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the such Trust. Subject to Board approval, VCM BISYS 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 VCM’s BISYS’ reasonable discretion, taking into account such person’s responsibilities concerning, and familiarity with, the each Trust’s operations; provided, however, that any such employee selected by BISYS is subject to Board approval. For so long as VCM 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) the each Trust’s DCPs DCP’s shall contain (or the Trust and VCM 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 Xxxxxxxx-Xxxxx 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) the each 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 DCP’s. · The DCPs. (B) Each Trust shall require: require (A) that sub-certifications on internal controls, upon which the Certifying Officers Officer may rely in certifying Reports, be provided by Other Providers in form and content reasonably acceptable to the Certifying Officers Officer and consistent with the SO Laws,; , and (B) that such sub-certifications are delivered to the DCP Committee and the Certifying Officers Officer sufficiently in advance of the DCP Committee meeting described in (iii) below. VCM 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 VCM 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 Committeeaudit committee, and independent registered public accounting firmauditors; 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, VCM BISYS shall make (i) a VCM BISYS employee or an agent of VCM available to 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”"). VCM’s BISYS's obligation in this regard shall be met by providing an appropriately qualified employee or agent of VCM BISYS (or its affiliates) who, in the exercise of his or her duties to the Trust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the Trust. Subject to Board approval, VCM BISYS 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 VCM’s BISYS's reasonable discretion, taking into account such person’s 's responsibilities concerning, and familiarity with, the Trust’s 's operations. For so long as VCM BISYS provides a Certifying Officer, (a) there shall be a DCP Committee (as defined below), and (b) the Trust’s DCPs 's disclosure and control procedures (the "Trust DCPs") shall contain (or the Trust and VCM 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 Xxxxxxxx-Xxxxx 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: · VCM : (i) 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) the Trust’s President's Principal Executive Officer, Chief Financial Officer, and Chief Compliance 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”"). VCM The Co-Administrators may from time to time request appropriate approvals from the Board with respect to the DCP Committee and the Trust DCP’s. · Committee. (ii) The Trust shall require: require (A) that sub-certifications on internal controls, upon which the Certifying Officers Officer may rely in certifying Reports, be provided by Other Providers in form and content reasonably acceptable to the Certifying Officers Officer and consistent with the SO Laws,; , and (B) that such sub-certifications are delivered to the DCP Committee and the Certifying Officers Officer sufficiently in advance of the DCP Committee meeting described in (iii) below. VCM BISYS shall obtain such sub-certifications from such Other Providers. · . (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 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 VCM 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 Committeeaudit committee, and independent registered public accounting firmauditors; 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, VCM VICTORY shall make (i) a VCM VICTORY employee or an agent of VCM available to 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 Principal Executive officer of the Trust or under such other title to perform similar functions (each, (a “"Certifying Officer”"). VCM’s VICTORY's obligation in this regard shall be met by providing an appropriately qualified employee or agent of VCM VICTORY (or its affiliates) who, in the exercise of his or her duties to the Trust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the Trust. Subject to Board approval, VCM VICTORY 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 VCM’s VICTORY's reasonable discretion, taking into account such person’s 's responsibilities concerning, and familiarity with, the Trust’s 's operations. For so long as VCM VICTORY provides a Certifying Officer, (a) there shall be a DCP Committee (as defined below), and (b) the Trust’s DCPs 's disclosure and control procedures (the "Trust DCPs") shall contain (or the Trust and VCM 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 Xxxxxxxx-Xxxxx 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: · VCM : (i) 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) the Trust’s President's Principal Executive Officer, Chief Financial Officer, and Chief Compliance 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”"). VCM The Co-Administrators may from time to time request appropriate approvals from the Board with respect to the DCP Committee and the Trust DCP’s. · Committee. (ii) The Trust shall require: require (A) that sub-certifications on internal controls, upon which the Certifying Officers Officer may rely in certifying Reports, be provided by Other Providers in form and content reasonably acceptable to the Certifying Officers Officer and consistent with the SO Laws,; , and (B) that such sub-certifications are delivered to the DCP Committee and the Certifying Officers Officer sufficiently in advance of the DCP Committee meeting described in (iii) below. VCM VICTORY shall obtain such sub-certifications from such Other Providers. · . (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 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 VCM 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 independent 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, 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, VCM CITI shall make (i) a VCM CITI employee or an agent of VCM available to the each 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”). VCM’s CITI’ obligation in this regard shall be met by providing an appropriately qualified employee or agent of VCM CITI (or its affiliates) who, in the exercise of his or her duties to the each Trust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the such Trust. Subject to Board approval, VCM CITI 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 VCM’s CITI’ reasonable discretion, taking into account such person’s responsibilities concerning, and familiarity with, the each Trust’s operations; provided, however, that any such employee selected by CITI is subject to Board approval. For so long as VCM CITI provides a Certifying Officer, VCM shall contractually agree with the Trust that (a) there shall be a DCP Committee (as defined below), and (b) the each Trust’s DCPs DCP’s shall contain (or the Trust and VCM 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 Xxxxxxxx-Xxxxx 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) 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) the each 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”). CITI and VCM may from time to time request appropriate approvals from the Board with respect to the DCP Committee and the Trust DCP’s. · The DCPs. (B) Each Trust shall require: require (A) that sub-certifications on internal controls, upon which the Certifying Officers Officer may rely in certifying Reports, be provided by Other Providers in form and content reasonably acceptable to the Certifying Officers Officer and consistent with the SO Laws,; , and (B) that such sub-certifications are delivered to the DCP Committee and the Certifying Officers Officer sufficiently in advance of the DCP Committee meeting described in (iii) below. VCM 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 VCM 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 Committeeaudit committee, and independent registered public accounting firmauditors; 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, VCM BISYS shall make (i) a VCM BISYS employee or an agent of VCM available to 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”"). VCM’s BISYS's obligation in this regard shall be met by providing an appropriately qualified employee or agent of VCM BISYS (or its affiliates) who, in the exercise of his or her duties to the Trust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the Trust. Subject to Board approval, VCM BISYS 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 VCM’s BISYS's reasonable discretion, taking into account such person’s 's responsibilities concerning, and familiarity with, the Trust’s 's operations. For so long as VCM BISYS provides a Certifying Officer, (a) there shall be a DCP Committee (as defined below), and (b) the Trust’s DCPs 's disclosure and control procedures (the "Trust DCPs") shall contain (or the Trust and VCM 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 XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002, Rule 30a-2 under Xxxx 00x-0 xnder 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: · VCM : (i) 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) the Trust’s President's Principal Executive Officer, Chief Financial Officer, and Chief Compliance 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”"). VCM The Co-Administrators may from time to time request appropriate approvals from the Board with respect to the DCP Committee and the Trust DCP’s. · Committee. (ii) The Trust shall require: require (A) that sub-certifications on internal controls, upon which the Certifying Officers Officer may rely in certifying Reports, be provided by Other Providers in form and content reasonably acceptable to the Certifying Officers Officer and consistent with the SO Laws,; , and (B) that such sub-certifications are delivered to the DCP Committee and the Certifying Officers Officer sufficiently in advance of the DCP Committee meeting described in (iii) below. VCM BISYS shall obtain such sub-certifications from such Other Providers. · . (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 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 VCM 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 Committeeaudit committee, and independent registered public accounting firmauditors; 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, VCM VICTORY shall make (i) a VCM VICTORY employee or an agent of VCM available to 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 Principal Executive officer of the Trust or under such other title to perform similar functions (each, (a “"Certifying Officer”"). VCM’s VICTORY's obligation in this regard shall be met by providing an appropriately qualified employee or agent of VCM VICTORY (or its affiliates) who, in the exercise of his or her duties to the Trust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the Trust. Subject to Board approval, VCM VICTORY 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 VCM’s VICTORY's reasonable discretion, taking into account such person’s 's responsibilities concerning, and familiarity with, the Trust’s 's operations. For so long as VCM VICTORY provides a Certifying Officer, (a) there shall be a DCP Committee (as defined below), and (b) the Trust’s DCPs 's disclosure and control procedures (the "Trust DCPs") shall contain (or the Trust and VCM 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 XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002, Rule 30a-2 under Xxxx 00x-0 xnder 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: · VCM : (i) 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) the Trust’s President's Principal Executive Officer, Chief Financial Officer, and Chief Compliance 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”"). VCM The Co-Administrators may from time to time request appropriate approvals from the Board with respect to the DCP Committee and the Trust DCP’s. · Committee. (ii) The Trust shall require: require (A) that sub-certifications on internal controls, upon which the Certifying Officers Officer may rely in certifying Reports, be provided by Other Providers in form and content reasonably acceptable to the Certifying Officers Officer and consistent with the SO Laws,; , and (B) that such sub-certifications are delivered to the DCP Committee and the Certifying Officers Officer sufficiently in advance of the DCP Committee meeting described in (iii) below. VCM VICTORY shall obtain such sub-certifications from such Other Providers. · . (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 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 VCM 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 independent 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, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.