Common use of Representations and Warranties of Investment Manager Clause in Contracts

Representations and Warranties of Investment Manager. The Investment Manager represents, warrants, acknowledges and agrees that: (i) it is duly organized pursuant to, and validly existing and in good standing under the laws of the jurisdiction of its formation and has full power and authority to perform its obligations under this Agreement; (ii) it is duly registered and in good standing as an investment Advisor with the SEC under the Advisers Act; (iii) this Agreement has been duly authorized, executed and delivered on behalf of the Investment Manager and, assuming due authorization, execution and delivery by the Client, constitutes a valid binding agreement of the Investment Manager enforceable in accordance with its terms; (iv) it shall promptly notify the Client in the event that any of the foregoing representations, warranties, acknowledgments or agreements shall no longer be true; (v) it shall promptly notify the Client of any change in the Investment Manager’s financial condition that is likely to have a material negative effect on the services provided by the Investment Manager to the Fund; (vi) it shall promptly notify the Client and the Fund of any change of portfolio managers providing advisory services to the Fund; (vii) the execution, delivery and performance by the Investment Manager of this Agreement are within the Investment Manager’s powers and have been duly authorized by all necessary action on the part of its board of directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Investment Manager for the execution, delivery and performance by the Investment Manager of this Agreement, and the execution, delivery and performance by the Investment Manager of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation; (ii) the Investment Manager’s governing instruments; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Investment Manager; and (viii) the Form ADV of the Investment Manager previously provided to the Client is a true and complete copy of the form as currently filed with the SEC. The Investment Manager will promptly provide the Client and the Trust with a complete copy of all subsequent amendments to its Form ADV. (ix) the Investment Manager has adopted policies and procedures and a code of ethics that meet the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act. Copies of such policies and procedures and code of ethics and any changes or supplements thereto shall be delivered to the Client and the Trust.

Representations and Warranties of Investment Manager. The Investment Manager represents, warrants, acknowledges and agrees that: (i) it is duly organized pursuant to, and validly existing and in good standing under the laws of the jurisdiction of its formation and has full power and authority to perform its obligations under this Agreement; (ii) it is duly registered and in good standing as an investment Advisor with the SEC under the Advisers Advisors Act; (iii) this Agreement has been duly authorized, executed and delivered on behalf of the Investment Manager and, assuming due authorization, execution and delivery by the ClientClient , constitutes a valid binding agreement of the Investment Manager enforceable in accordance with its terms; (iv) it shall promptly notify the Client in the event that any of the foregoing representations, warranties, acknowledgments or agreements shall no longer be true; (v) it shall promptly notify the Client of any change in the Investment Manager’s financial condition that is likely to have a material negative effect on the services provided by the Investment Manager to the Fund; (vi) it shall promptly notify the Client and the Fund of any change of portfolio managers providing advisory services to the Fund; (vii) the execution, delivery and performance by the Investment Manager of this Agreement are within the Investment Manager’s powers and have been duly authorized by all necessary action on the part of its board of directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Investment Manager for the execution, delivery and performance by the Investment Manager of this Agreement, and the execution, delivery and performance by the Investment Manager of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation; (ii) the Investment Manager’s governing instruments; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Investment Manager; and (viii) the Form ADV of the Investment Manager previously provided to the Client is a true and complete copy of the form as currently filed with the SEC. The Investment Manager will promptly provide the Client and the Trust with a complete copy of all subsequent amendments to its Form ADV. (ix) the Investment Manager has adopted policies and procedures and a code of ethics that meet the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Advisors Act. Copies of such policies and procedures and code of ethics and any changes or supplements thereto shall be delivered to the Client and the Trust.

Representations and Warranties of Investment Manager. The Investment Manager represents, warrants, acknowledges Vendor hereby represents and agrees thatwarrants to BTI as follows: (i) it a. The Vendor is duly organized pursuant toorganized, and validly existing existing, and in good standing under the laws of the jurisdiction state of its formation organization and has full corporate power and authority to perform carry on its obligations under this Agreement; (ii) it is duly registered business and in good standing as an investment Advisor with the SEC under the Advisers Act; (iii) this Agreement has been duly authorized, executed and delivered on behalf of the Investment Manager and, assuming due authorization, execution and delivery by of this Agreement and the Client, constitutes a valid binding agreement consummation of the Investment Manager enforceable in accordance with its terms; (iv) it shall promptly notify the Client in the event that any of the foregoing representations, warranties, acknowledgments or agreements shall no longer be true; (v) it shall promptly notify the Client of any change in the Investment Manager’s financial condition that is likely to have a material negative effect on the services provided by the Investment Manager to the Fund; (vi) it shall promptly notify the Client and the Fund of any change of portfolio managers providing advisory services to the Fund; (vii) the execution, delivery and performance by the Investment Manager of transactions contemplated under this Agreement are within the Investment Manager’s powers power of the Vendor and have been duly authorized by all necessary action on corporate and other action. The Vendor has duly executed and delivered this Agreement, and this Agreement constitutes the part legal, valid and binding agreements and obligations of the Vendor, enforceable against the Vendor in accordance with its board terms. b. Neither the execution and delivery of directors and no action this Agreement nor the consummation of the transactions provided herein will violate any agreement to which the Vendor is a party or by or in respect ofwhich it is bound, any law, regulation, rule, order, or filing with, any governmental body, agency or official is required on the part obligation of the Investment Manager Vendor. c. The Vendor has completed, obtained, and performed all registrations, filings, approvals, licenses, authorizations, consents, or examinations required by any government or governmental authority for the execution, delivery entry into and performance by the Investment Manager of under this Agreement, and the executionVendor shall maintain such registrations, delivery filings, approvals, licenses, authorizations, consents, or examinations current during the term and any renewals of this Agreement d. The personnel and Agents of the Vendor responsible for discharging the Vendor's duties and obligations under this Agreement are and will be individuals experienced in the performance of the various functions contemplated by this Agreement. e. The Vendor has not employed or retained any person or entity to solicit or secure this Agreement under any agreement or understanding for a commission, percentage, brokerage, or contingent fee, except for bona fide employees of the Investment Manager Vendor and the Vendor's affiliates. f. The Vendor has not offered or given any gratuities in the form of gifts, entertainment or otherwise, to any officer, fiduciary, or employee of BTI or the State of West Virginia with a view toward securing this Agreement or securing any favorable determination made concerning the award of this Agreement. g. The Vendor does not and shall not knowingly employ in any capacity: (1) any BTI employee or fiduciary who either could influence the award of this Agreement do not contravene or constitute a default under any competing agreement, or who does or will have any direct or indirect financial interest in this Agreement (iInterested Person) and (2) any provision spouse or economic dependent of applicable lawany Interested Person. h. The Vendor has delivered to BTI, rule prior to the execution of this Agreement, the Vendor's current Securities and Exchange Commission Form ADV, Part II (Disclosure Statement), unless it is exempt from such requirement, in which case Vendor has provided BTI with a letter from its counsel explaining the basis for such exemption. The Vendor also warrants that it will provide its Disclosure Statement annually thereafter to the BTI as soon as it is publicly available. i. Neither any representation or regulation; (ii) the Investment Manager’s governing instruments; warranty contained in this Agreement nor any written statement, certificate, or (iii) any agreement, judgment, injunction, order, decree document furnished or other instrument binding upon the Investment Manager; and (viii) the Form ADV to be furnished to BTI by or on behalf of the Investment Manager previously provided Vendor pursuant to this Agreement contains or will contain any misstatement of a material fact or omits or will omit to state a material fact necessary to make the Client is a true and complete copy of the form as currently filed with the SEC. The Investment Manager will promptly provide the Client and the Trust with a complete copy of all subsequent amendments to its Form ADVstatements contained herein or therein not misleading. (ix) the Investment Manager has adopted policies and procedures and a code of ethics that meet the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act. Copies of such policies and procedures and code of ethics and any changes or supplements thereto shall be delivered to the Client and the Trust.

Representations and Warranties of Investment Manager. The Investment Manager represents, warrants, acknowledges and agrees that: (i) it is duly organized pursuant to, and validly existing and in good standing under the laws of the jurisdiction of its formation and has full power and authority to perform its obligations under this Agreement; (ii) it is duly registered and in good standing as an investment Advisor with the SEC under the Advisers Act; (iii) this Agreement has been duly authorized, executed and delivered on behalf of the Investment Manager and, assuming due authorization, execution and delivery by the Client, constitutes a valid binding agreement of the Investment Manager enforceable in accordance with its terms; (iv) it shall promptly notify the Client in the event that any of the foregoing representations, warranties, acknowledgments or agreements shall no longer be true; (v) it shall promptly notify the Client of any change in the Investment Manager’s financial condition that is likely to have a material negative effect on the services provided by the Investment Manager to the Fund; (vi) it shall promptly notify the Client and the Fund of any change of portfolio managers providing advisory services to the Fund; (vii) the execution, delivery and performance by the Investment Manager of this Agreement are within the Investment Manager’s powers and have been duly authorized by all necessary action on the part of its board of directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Investment Manager for the execution, delivery delivery, and performance by the Investment Manager of this Agreement, and the execution, delivery and performance by the Investment Manager of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation; (ii) the Investment Manager’s governing instruments; or (iii) any agreement, agreement judgment, injunction, order, decree or other instrument binding upon the Investment Manager; and (viii) the Form ADV of the Investment Manager previously provided to the Client is a true and complete copy of the form as currently filed with the SEC. The Investment Manager will promptly provide the Client and the Trust with a complete copy of all subsequent amendments to its Form ADV. (ix) the Investment Manager has adopted policies and procedures and a code of ethics that meet the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act. Copies of such policies and procedures and code of ethics and any changes or supplements thereto shall be delivered to the Client and the Trust.

Representations and Warranties of Investment Manager. The Investment Manager represents, warrants, acknowledges and agrees that: (i) it is is, and will continue to be for so long as this Agreement remains in effect, duly organized pursuant to, and validly existing and in good standing under the laws of the jurisdiction of its formation and has full power and authority to perform its obligations under this Agreement; (ii) it is duly registered and in good standing as an investment Advisor adviser with the SEC under the Advisers ActAct and will continue to be so registered for so long as this Agreement remains in effect; (iii) this Agreement has been duly authorized, executed and delivered on behalf of the Investment Manager and, assuming due authorization, execution and delivery by the Client, constitutes a valid binding agreement of the Investment Manager enforceable in accordance with its terms; (iv) it shall promptly notify the Client in the event that any of the foregoing representations, warranties, acknowledgments or agreements shall no longer be true; (v) it shall promptly notify the Client of any change in the Investment Manager’s 's financial condition that is likely to have a material negative effect on the services provided by the Investment Manager to the Fund; (viv) it shall promptly notify the Client and the Fund of any change of portfolio managers providing advisory services to the Fund; (viivi) the execution, delivery and performance by the Investment Manager of this Agreement are within the Investment Manager’s 's powers and have been duly authorized by all necessary action on the part of its board of directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Investment Manager for the execution, delivery and performance by the Investment Manager of this Agreement, and the execution, delivery and performance by the Investment Manager of this Agreement do not contravene or constitute a default under (ia) any provision of applicable law, rule or regulation; (iib) the Investment Manager’s 's governing instruments; or (iiic) any agreement, judgment, injunction, order, decree or other instrument binding upon the Investment Manager; and; (viiivii) the Form ADV of the Investment Manager previously provided to the Client is a true and complete copy of the form as currently filed with the SECSEC and as of the filing date, the information contained therein was accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The Investment Manager will promptly provide the Client and the Trust with a complete copy of all subsequent amendments to its Form ADV.; (ixviii) the Investment Manager has adopted policies and procedures and a code of ethics that meet the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act. Copies of such policies and procedures and code of ethics and any changes or supplements thereto shall be promptly delivered to the Client and the Trust; and (ix) it shall promptly notify the Client in the event that any of the representations, warranties, acknowledgments or agreements shall no longer be true.