Common use of Representations and Warranties of Sub-Adviser Clause in Contracts

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund as follows: (a) The Sub-Adviser is registered as an investment adviser under the Advisers Act and will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (b) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, and the information contained therein is 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; (f) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject to any other code of ethics, including that of the Adviser, unless specifically adopted by the Sub-Adviser.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund as follows: (a) The Sub-Adviser is registered as an investment adviser under the Advisers Act and will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (b) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, and the information contained therein is 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; (f) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s 's Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject to any other code of ethics, including that of the Adviser, unless specifically adopted by the Sub-Adviser.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser Manager and the Fund as follows: (a) The Sub-Adviser is registered as an investment adviser under the Advisers Act and will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (b) The Sub-Adviser is registered as a limited liability company Commodity Trading Advisor under the Commodity Exchange Act, as amended (the “CEA”), with the Commodity Futures Trading Commission (the “CFTC”), or is not required to file such registration; (c) The Sub-Adviser is a corporation duly organized and validly existing operating under the laws of the State of Delaware United Kingdom with the power to own and possess its assets and carry on its business as it is now being conductedconducted and as proposed to be conducted hereunder; (cd) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorizedauthorized by all necessary actions of its directors or shareholders, and no action by by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a violation of, or a material default under under, (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser;; and (de) This Agreement is a valid and binding agreement The Form ADV of the Sub-Adviser; (e) A Adviser provided to the Manager and the Fund is a true and complete copy of the form, including that part or parts of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, that part or parts maintained in the records of the Manager, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is 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; (f) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject to any other code of ethics, including that of the Adviser, unless specifically adopted by the Sub-Adviser.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund as follows: (a) The Sub-Adviser is registered as an investment adviser under the Advisers Act and will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (b) The Sub-Adviser is a master limited liability company partnership duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SECCommission has been furnished to the Adviser, and the information contained therein is 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; (f) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s 's Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject to any other code of ethics, including that of the Adviser, unless specifically adopted by the Sub-Adviser.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The Sub-Adviser is registered with the Commission as an investment adviser under the Investment Advisers Act and Act; (b) The Sub-Adviser will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (b) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conductedAct; (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorizedauthorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) The Sub-Adviser has filed a notice of exemption pursuant to Rule 4.14 under the CEA with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (the “NFA”); (e) This Agreement is a valid and binding agreement of the Sub-Adviser; (ef) A The Form ADV of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the Form ADV of the Sub-Adviser, form as amended to the date hereof and filed with the SEC, Commission and the information contained therein is accurate and complete in all material respects as of its filing date, 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;; and (fg) The Sub-Adviser agrees to observe has implemented and comply shall maintain a compliance program in accordance with the requirements of Rule 17j-1 206(4)-7 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject to any other code of ethics, including that of the Adviser, unless specifically adopted by the Sub-AdviserAdvisers Act.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund as follows: (a) The Sub-Adviser is registered as an investment adviser under the Advisers Act and will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (b) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Sub- Adviser’s 's powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Sub- Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, and the information contained therein is 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; (f) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Sub- Adviser’s 's Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject to any other code of ethics, including that of the Adviser, unless specifically adopted by the Sub-Sub- Adviser.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants andwarrants to the Adviser and the Fund Funds as follows: (a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act and of 1940, as amended (the “Advisers Act”); (b) The Sub-Adviser will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (bc) The Sub-Adviser is fully authorized under all applicable law to serve as Sub-Adviser to the Funds and to perform the services described under this Agreement; (d) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State state of Delaware Washington with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorizedauthorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (df) This Agreement is a valid and binding agreement of the Sub-Adviser; (eg) A The Form ADV of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and form filed with the SEC, SEC and the information contained therein is accurate and complete in all material respects as of its filing date, 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; (fh) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other code of ethics, including that series of the AdviserTrust, unless specifically adopted by the Sub-Adviseror any other registered investment company.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the each Fund as follows: (a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act and of 1940 (the “Advisers Act”); (b) The Sub-Adviser will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (bc) The Sub-Adviser is fully authorized under all applicable law to serve as an investment sub-adviser to each Fund and to perform the services described under this Agreement; (d) The Sub-Adviser is a limited liability company partnership duly organized and validly existing under the laws of the State of Delaware Texas with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorizedauthorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (df) This Agreement is a valid and binding agreement of the Sub-Adviser; (eg) A The Form ADV of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and form filed with the SEC, SEC and the information contained therein is accurate and complete in all material respects as of its filing date, 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; (fh) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject divert any of a Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other code of ethics, including that series of the AdviserTrust, unless specifically adopted by the Sub-Adviseror any other registered investment company.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants to the Adviser and the Fund agrees as follows: (a) The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement and the execution, delivery and performance by the Sub-Adviser of this Agreement does not contravene or constitute a default under any agreement binding upon the Sub-Adviser; (v) will promptly notify the Adviser SSGA FM of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; ; (bvi) The Sub-Adviser has filed a notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act with the Commodity Futures Trading Commission and the National Futures Association, or is a limited liability company not required to file such exemption; and (vii) is duly organized and validly existing under the laws of the State of Delaware state in which it was organized with the power to own and possess its assets and carry on its business as it is now being conducted;. (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, and the information contained therein is 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; (fb) The Sub-Adviser agrees has adopted a written code of ethics pursuant to observe and comply Rule 204A-1 under the Advisers Act that also complies with Rule 17j-1 under the 1940 Act (the “Code”), and will provide SSGA FM and the Board with a copy of that code of ethics, together with evidence of its adoption. Within fifteen (15) days of the end of the last calendar quarter of each year that this Agreement is in effect, the president, any vice president or chief compliance officer of the Sub-Adviser shall certify to SSGA FM that the Sub-Adviser (i) has complied with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act during the previous year and that there has been no violation of the Sub-Adviser’s Code code of Ethicsethics or, if such a violation has occurred, the details of such violation and of the appropriate action that was taken in response to such violation and (ii) has adopted procedures reasonably necessary to prevent Access Persons (as may be amended defined in Rule 17j-1) from time to timeviolating the Code. The On an annual basis, the Sub-Adviser shall not be subject provide a written report to any the Board and SSGA FM pursuant to Rule 17j- 1(c)(2) under the 1940 Act, and upon a reasonable written request from SSGA FM, furnish to SSGA FM all other code of ethics, including that of the Adviser, unless specifically adopted by records relevant to the Sub-Adviser’s code of ethics as it relates to this Agreement.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund Funds as follows: (a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act and of 1940, as amended (the “Advisers Act”); (b) The Sub-Adviser will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (bc) The Sub-Adviser is fully authorized under all applicable law to serve as Sub-Adviser to the Funds and to perform the services described under this Agreement; (d) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State state of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorizedauthorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (df) This Agreement is a valid and binding agreement of the Sub-Adviser; (eg) A The Form ADV of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and form filed with the SEC, SEC and the information contained therein is accurate and complete in all material respects as of its filing date, 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; (fh) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other code of ethics, including that series of the AdviserTrust, unless specifically adopted by the Sub-Adviseror any other registered investment company.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund as follows: (a) The Sub-Adviser is registered as an investment adviser under the Advisers Act and will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (b) The Sub-Adviser is a master limited liability company partnership duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SECCommission has been furnished to the Adviser, and the information contained therein is 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; (f) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject to any other code of ethics, including that of the Adviser, unless specifically adopted by the Sub-Adviser.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants to the Adviser and the Fund agrees as follows: (a) The Sub-Adviser Adviser: (1) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (2) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (3) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (4) has the authority to enter into and perform the services contemplated by this Agreement and the execution, delivery and performance by the Sub-Adviser of this Agreement does not contravene or constitute a default under any agreement binding upon the Sub-Adviser; (5) will promptly notify the Adviser SSGA FM of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; ; and (b6) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State Commonwealth of Delaware Pennsylvania with the power to own and possess its assets and carry on its business as it is now being conducted;. (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, and the information contained therein is 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; (fb) The Sub-Adviser agrees has adopted a written code of ethics pursuant to observe and comply Rule 204A-1 under the Advisers Act that also complies with Rule 17j-1 under the 1940 Act, and will provide SSGA FM and the Board with a copy of that code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president, any vice president or chief compliance officer of the Sub-Adviser shall certify to SSGA FM that the Sub-Adviser has complied with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act during the previous year and that there has been no violation of the Sub-Adviser’s Code code of Ethicsethics or, as may be amended if such a violation has occurred, the details of such violation and of the appropriate action that was taken in response to such violation. Upon the written request from time to time. The SSGA FM, the Sub-Adviser shall not be subject permit SSGA FM, its employees or its agents to any examine the reports made to the Sub-Adviser pursuant to Rule 204A-1(b) under the Advisers Act and Rule 17j-1(c)(2) under the 1940 Act and all other code of ethics, including that of the Adviser, unless specifically adopted by records relevant to the Sub-Adviser’s code of ethics. SSGA FM shall be solely responsible for ensuring the confidentiality of such reports and shall be solely liable for any unauthorized abuse or misuse of information in such reports by its employees or agents.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund as follows: (a) The Sub-Adviser is registered as an investment adviser under the Advisers Act and will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (b) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SECCommission has been furnished to the Adviser, and the information contained therein is 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; (f) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject to any other code of ethics, including that of the Adviser, unless specifically adopted by the Sub-Adviser.

Representations and Warranties of Sub-Adviser. The Sub-Adviser adviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The Sub-Adviser adviser is registered as an investment adviser under the Advisers Act and will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (b) The Sub-Adviser adviser is a limited liability company duly organized and validly existing properly registered and operating under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conductedconducted and as proposed to be conducted hereunder; (c) The execution, delivery and performance by the Sub-Adviser adviser of this Agreement are within the Sub-Adviseradviser’s powers and have been duly authorizedauthorized by all necessary actions of its directors or shareholders, and no action by by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser adviser for the execution, delivery and performance by the Sub-Adviser adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser adviser of this Agreement do not contravene or constitute a violation of, or a material default under under, (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviseradviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser;adviser; and (d) This Agreement is a valid and binding agreement The Form ADV of the Sub-Adviser; (e) A adviser provided to the Adviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Sub-Adviseradviser, and/or that part or parts provided or offered to clients, in each case as amended to required under the date hereof Advisers Act and filed with the SECrules thereunder, and the information contained therein is 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; (f) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject to any other code of ethics, including that of the Adviser, unless specifically adopted by the Sub-Adviser.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund Funds as follows: (a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act and of 1940, as amended (the “Advisers Act”); (b) The Sub-Adviser will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (bc) The Sub-Adviser is fully authorized under all applicable law to serve as Sub-Adviser to the Funds and to perform the services described under this Agreement; (d) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State state of Delaware Colorado with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorizedauthorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (df) This Agreement is a valid and binding agreement of the Sub-Adviser; (eg) A The Form ADV of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and form filed with the SEC, U.S. Securities and Exchange Commission and the information contained therein is accurate and complete in all material respects as of its filing date, 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; (fh) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other code of ethics, including that series of the AdviserTrust, unless specifically adopted by the Sub-Adviseror any other registered investment company.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants andwarrants to the Adviser and the Fund Funds as follows: (a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act and of 1940, as amended (the "Advisers Act"); (b) The Sub-Adviser will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (bc) The Sub-Adviser is fully authorized under all applicable law to serve as Sub-Adviser to the Funds and to perform the services described under this Agreement; (d) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State state of Delaware Colorado with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorizedauthorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (df) This Agreement is a valid and binding agreement of the Sub-Adviser; (eg) A The Form ADV of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and form filed with the SEC, U.S. Securities and Exchange Commission and the information contained therein is accurate and complete in all material respects as of its filing date, 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; (fh) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other code of ethics, including that series of the AdviserTrust, unless specifically adopted by the Sub-Adviseror any other registered investment company.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund Funds as follows: (a) The Sub-Adviser is will be registered as an investment adviser under the Investment Advisers Act and of 1940, as amended (the “Advisers Act”); (b) The Sub-Adviser will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (bc) The Sub-Adviser is fully authorized under all applicable law to serve as Sub-Adviser to the Funds and to perform the services described under this Agreement; (d) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State state of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorizedauthorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (df) This Agreement is a valid and binding agreement of the Sub-Adviser; (eg) A The Form ADV of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and form filed with the SEC, SEC and the information contained therein is accurate and complete in all material respects as of its filing date, 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; (fh) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other code of ethics, including that series of the AdviserTrust, unless specifically adopted by the Sub-Adviseror any other registered investment company.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants to the Adviser and the Fund agrees as follows: (a) The Sub-Adviser Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement and the execution, delivery and performance by the Sub-Adviser of this Agreement does not contravene or constitute a default under any agreement binding upon the Sub-Adviser; (v) will promptly notify the Adviser SSGA FM of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; ; (bvi) The Sub-Adviser has filed a notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act with the Commodity Futures Trading Commission and the National Futures Association, or is a limited liability company not required to file such exemption; and (vii) is duly organized and validly existing under the laws of the State of Delaware state in which it was organized with the power to own and possess its assets and carry on its business as it is now being conducted;. (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, and the information contained therein is 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; (fb) The Sub-Adviser agrees has adopted a written code of ethics pursuant to observe and comply Rule 204A-1 under the Advisers Act that also complies with Rule 17j-1 under the 1940 Act (the "Code"), and will provide SSGA FM and the Board with a copy of that code of ethics, together with evidence of its adoption. Within fifteen (15) days of the end of the last calendar quarter of each year that this Agreement is in effect, the president, any vice president or chief compliance officer of the Sub-Adviser shall certify to SSGA FM that the Sub-Adviser (i) has complied with the requirements of Rule 204-A1 under the Advisers Act and Rule 17j-1 under the 1940 Act during the previous year and that there has been no violation of the Sub-Adviser’s Code 's code of Ethicsethics or, if such a violation has occurred, the details of such violation and of the appropriate action that was taken in response to such violation and (ii) has adopted procedures reasonably necessary to prevent Access Persons (as may be amended defined in Rule 17j-1) from time violating the Code. On an annual basis, the Sub-Adviser shall provide a written report to time. the Board and SSGA FM pursuant to Rule 17j-1(c)(2) under the 1940 Act, and upon a reasonable written request from SSGA FM, furnish to SSGA FM all other records relevant to the Sub-Adviser's code of ethics as it relates to this Agreement (c) The Sub-Adviser shall not be subject to any other code of ethics, including certifies that the information stated in each of the Adviser, unless specifically adopted by most current Post Effective Amendment to the Trust's Registration Statement relating to the Sub-Adviser, its management of the Fund with respect to the Allocated Assets and its performance history is and will continue to be true, correct and complete to the best of its knowledge.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund Funds as follows: (a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act and of 1940, as amended (the “Advisers Act”); (b) The Sub-Adviser will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (bc) The Sub-Adviser is fully authorized under all applicable law to serve as investment sub-adviser to the Funds and to perform the services described under this Agreement; (d) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State of Delaware Washington with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorizedauthorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (df) This Agreement is a valid and binding agreement of the Sub-Adviser; (eg) A The Form ADV of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and form filed with the SEC, SEC and the information contained therein is accurate and complete in all material respects as of its filing date, 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; (fh) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other code of ethics, including that series of the AdviserTrust, unless specifically adopted by the Sub-Adviseror any other registered investment company.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund Funds as follows: (a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act and of 1940, as amended (the “Advisers Act”); (b) The Sub-Adviser will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (bc) The Sub-Adviser is fully authorized under all applicable law to serve as investment sub-adviser to the Funds and to perform the services described under this Agreement; (d) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State of Delaware California with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorizedauthorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (df) This Agreement is a valid and binding agreement of the Sub-Adviser; (eg) A The Form ADV of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and form filed with the SEC, U.S. Securities and Exchange Commission and the information contained therein is accurate and complete in all material respects as of its filing date, 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; (fh) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other code of ethics, including that series of the AdviserTrust, unless specifically adopted by the Sub-Adviseror any other registered investment company.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund Funds as follows: (a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act and of 1940, as amended (the “Advisers Act”); (b) The Sub-Adviser will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (bc) The Sub-Adviser is fully authorized under all applicable law to serve as Sub-Adviser to the Funds and to perform the services described under this Agreement; (d) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the State state of Delaware California with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery delivery, and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorizedauthorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency agency, or official is required on the part of the Sub-Adviser for the execution, delivery delivery, and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule rule, or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree decree, or other instrument binding upon the Sub-Adviser; (df) This Agreement is a valid and binding agreement of the Sub-Adviser; (eg) A The Form ADV of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and form filed with the SEC, SEC and the information contained therein is accurate and complete in all material respects as of its filing date, 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;; and (fh) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject divert any of the Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other code of ethics, including that series of the AdviserTrust, unless specifically adopted by the Sub-Adviseror any other registered investment company.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund as follows: (a) The Sub-Adviser is registered as an investment adviser under the Advisers Act and will promptly continue to be so registered so long as this Agreement remains in effect. The Sub-Adviser covenants to maintain all necessary registrations, licenses and approvals in effect during the term of this Agreement, including National Futures Association (“NFA”) membership and registration as a Commodity Trading Adviser. (b) The Sub-Adviser will immediately notify the Adviser of the occurrence of any event that would substantially impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement or disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant under applicable law, including any actions taken by the SEC to Section 9(a) place any restrictions on, or suspend, reject or revoke any approval, quota or license that may be necessary or appropriate for the Fund’s operations or investment strategies, as set forth in the Fund’s registration statement, and as otherwise may reasonably be requested by the Adviser; or has commenced proceedings or an investigation that may result in any of these actions. The Sub-Adviser will promptly notify the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the 1940 Act Fund, the Sub-Adviser or otherwiseany of the aforementioned approvals, licenses or quotas and provide such information as reasonably requested by the Adviser regarding such matters; (bc) The Sub-Adviser is a limited liability company duly organized fully authorized under all applicable law to enter into this Agreement and validly existing serve as Sub-Adviser to the Fund and to perform the services described under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conductedthis Agreement; (cd) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorizedauthorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (de) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, and the information contained therein is 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; (f) The Sub-Adviser agrees to observe maintain an appropriate level of errors and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. omissions or professional liability insurance coverage; and (g) The Sub-Adviser shall is not an affiliated person of any depositary bank for any Depositary Receipts held by the Fund, except a depositary bank that is deemed to be subject to any other code of ethics, including that affiliated solely because the Fund owns greater than 5% of the Adviser, unless specifically adopted by the Sub-Adviseroutstanding voting securities of such depositary bank.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants to the Adviser and the Fund agrees as follows: (a) The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement and the execution, delivery and performance by the Sub-Adviser of this Agreement does not contravene or constitute a default under any agreement binding upon the Sub-Adviser; (v) will promptly notify the Adviser SSGA FM of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; ; (bvi) The Sub-Adviser has filed a notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act with the Commodity Futures Trading Commission and the National Futures Association, or is a limited liability company not required to file such exemption; and (vii) is duly organized and validly existing under the laws of the State of Delaware state in which it was organized with the power to own and possess its assets and carry on its business as it is now being conducted;. (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, and the information contained therein is 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; (fb) The Sub-Adviser agrees has adopted a written code of ethics pursuant to observe and comply Rule 204A-1 under the Advisers Act that also complies with Rule 17j-1 under the 1940 Act (the “Code”), and will provide SSGA FM and the Board with a copy of that code of ethics, together with evidence of its adoption. Within fifteen (15) days of the end of the last calendar quarter of each year that this Agreement is in effect, the president, any vice president or chief compliance officer of the Sub-Adviser shall certify to SSGA FM that the Sub-Adviser (i) has complied with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act during the previous year and that there has been no violation of the Sub-Adviser’s Code code of Ethicsethics or, if such a violation has occurred, the details of such violation and of the appropriate action that was taken in response to such violation and (ii) has adopted procedures reasonably necessary to prevent Access Persons (as may be amended defined in Rule 17j-1) from time violating the Code. Upon the written request from SSGA FM, the Sub-Adviser shall permit SSGA FM, its employees or its agents to time. examine the reports made to the Sub-Adviser pursuant to Rule 204A-1(b) under the Advisers Act and Rule 17j-1(c)(2) under the 1940 Act and all other records relevant to the Sub-Adviser’s code of ethics. (c) The Sub-Adviser shall not be subject to any other code of ethics, including certifies that the information stated in each of the most current Post Effective Amendment to the Trust’s Registration Statement relating to the Sub-Adviser, unless specifically adopted its management of the Fund with respect to the Allocated Assets and its performance history is and will continue to be true, correct and complete to the best of its knowledge. (d) The Sub-Adviser will provide SSGA FM with a minimum investment management capacity of [treated as confidential] in the aggregate, to provide investment advisory services on behalf of the small-cap equity mutual funds (including the Fund) managed by SSGA FM and sub-advised by the Sub-Adviser.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants to the Adviser and the Fund agrees as follows: (a) The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by the Advisory Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement and the execution, delivery and performance by the Sub-Adviser of this Agreement does not contravene or constitute a default under any agreement binding upon the Sub-Adviser; (v) will promptly notify the Adviser GEIM of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; ; (bvi) The Sub-Adviser has filed a notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act with the Commodity Futures Trading Commission and the National Futures Association, or is a limited liability company not required to file such exemption; and (vii) is duly organized and validly existing under the laws of the State of Delaware state in which it was organized with the power to own and possess its assets and carry on its business as it is now being conducted;. (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, and the information contained therein is 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; (fb) The Sub-Adviser agrees to observe and comply has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide GEIM and the Board with a copy of that code of ethics, together with evidence of its adoption. (c) The Sub-Adviser certifies that the information stated in Post-Effective Amendment No. 26 to the Company's Registration Statement relating to the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject to any other code of ethics, including that its management of the AdviserFund and its performance history is true, unless specifically adopted by correct and complete to the Sub-Adviserbest of its knowledge.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund as follows: (a) The Sub-Adviser is registered as an investment adviser under the Advisers Act and will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (b) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the State of Delaware Colorado with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SECCommission has been furnished to the Adviser, and the information contained therein is 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;. (f) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s 's Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject to any other code of ethics, including that of the Adviser, unless specifically adopted by the Sub-Adviser.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the each Fund as follows: (a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act and of 1940, as amended (the “Advisers Act”); (b) The Sub-Adviser will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (bc) The Sub-Adviser is fully authorized under all applicable law to serve as investment sub-adviser to each Fund and to perform the services described under this Agreement; (d) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State of Delaware Washington with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorizedauthorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (df) This Agreement is a valid and binding agreement of the Sub-Adviser; (eg) A The Form ADV of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and form filed with the SEC, SEC and the information contained therein is accurate and complete in all material respects as of its filing date, 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; (fh) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other code of ethics, including that series of the AdviserTrust, unless specifically adopted by the Sub-Adviseror any other registered investment company.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund as follows: (a) The Sub-Adviser is registered as an investment adviser under the Advisers Act and will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving is registered or licensed as an investment adviser under the laws of an investment company pursuant all jurisdictions in which its activities require it to Section 9(a) of the 1940 Act be so registered or otherwiselicensed and will continue to be so registered for so long as this Agreement remains in effect; (b) The Sub-Adviser is a limited liability company duly organized and validly existing properly registered and operating under the laws of the State of Delaware Switzerland with the power to own and possess its assets assets, perform its obligations under this Agreement, and to carry on its business as it is now being being, and to be, conducted; (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, authorized by all necessary action and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser;; and (d) This Agreement is a valid and binding agreement The Sub-Adviser has reviewed the registration requirements of the Sub-AdviserCEA and the National Futures Association (“NFA”) relating to commodity trading advisors and is either appropriately registered with the CFTC and a member of the NFA or exempt or excluded from CFTC registration requirements and has provided the Adviser and the Fund with a copy of any document evidencing its application for or receipt of such exemption or exclusion, and any amendments thereto; (e) A To the extent that the CEA and the CFTC regulations require (A) registration by such party as a CPO or CTA and/or membership with NFA with respect to the Fund, (B) specific disclosure, as applicable to the investors in the Fund, or (C) filing of reports and other documents with respect to the Fund, it shall promptly and fully comply, or take reasonable steps to cause the Fund to comply, with all such requirements; (f) The Sub-Adviser has adopted and implemented the Code of Ethics complying with the requirements of Rule 17j-1 under the 1940 Act and has provided Adviser and the Fund with a copy of such Code of Ethics and any amendments thereto; (g) The Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser and its supervised persons (as defined under the Advisers Act) (“Compliance Procedures”) and has provided the Adviser and the Fund with a copy of such Compliance Procedures and any amendments thereto; (h) The Sub-Adviser has policies and procedures to ensure its material compliance with all applicable laws, rules and regulations that have a material impact on its activities under this Agreement, including without limitation, economic sanctions programs, such as those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the European Union and the United Nations Security Council; (i) The Form ADV of the Sub-Adviser provided to the Adviser is and all amendments and annual updates to the Sub-Adviser’s Form ADV to be provided to Adviser will be a true and complete copy of the Form ADV of the Sub-Adviser, form as amended to the date hereof and currently filed or as then filed with the SEC, SEC and the information contained therein is 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;; and (fj) The Sub-Adviser agrees to observe that it will maintain at all times during the course of this Agreement and comply with Rule 17j-1 under for the 1940 Act period thereafter in which indemnification obligations thereto could be triggered, an insurance policy, including errors and omissions insurance coverage and commercial general liability insurance coverage, each in a commercially reasonable amount based upon the amount of assets managed by the Sub-Adviser’s Code , and from insurance providers that are in the business of Ethics, as may be amended from time regularly providing insurance coverage to timeinvestment advisers. The Sub-Adviser has provided the Adviser with a summary of its insurance coverage and will promptly provide the Adviser any material adverse amendments thereto. The Sub-Adviser shall not be subject provide prior written notice to the Adviser (i) of any material adverse changes in its insurance policies or insurance coverage, or (ii) of any material claims made on its insurance policies that have a material adverse effect on the coverage of the Allocated Assets. Furthermore, it shall upon request provide to the Adviser certification, or any other code information it may reasonably require, concerning the amount of ethicsor scope of such insurance. (k) The Sub-Adviser has in place, including and shall have in place during the entire term of this Agreement, a business continuity plan, which may be updated from time to time, that governs the Sub-Adviser’s treatment of the Adviser, unless specifically adopted (i) material data processed by the Sub-Adviser’s computer system in the performance of its duties hereunder and the retrieval of any such material data from the Sub-Adviser’s back-up facilities and (ii) the performance of its duties under this Agreement relating to contingency planning, disaster recovery, back-up processing, recovery time objective, resumption operating capacities, escalation, activation and crisis management procedures; (l) The Sub-Adviser has in place, and shall have in place during the entire term of this Agreement, a cybersecurity program, which may be updated from time to time, and which is designed to monitor for and protect against cybersecurity-related breaches or incidents, and it conducts regular testing of such cybersecurity program; (m) This Agreement is enforceable against the Sub-Adviser in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund as follows: (a) The Sub-Adviser hereby represents and warrants as follows: (1) The Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act, and such registration is current, complete and in full compliance with all material applicable provisions of the Advisers Act and will promptly notify the rules and regulations thereunder; (2) The Sub-Adviser has all requisite authority to enter into, execute, deliver and perform the Sub-Adviser’s obligations under this Agreement; (3) The Sub-Adviser’s performance of the occurrence of its obligations under this Agreement does not conflict with any event that would disqualify law, regulation or order to which the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(ais subject; and (4) The Sub-Adviser has reviewed the portion of the 1940 Act Registration Statement filed with the SEC, as amended from time to time, for the Fund, in the form received from the Adviser with respect to the disclosure about the Sub-Adviser and the Fund of which the Sub-Adviser has knowledge and except as advised in writing to the Adviser such Registration Statement (including amendments) contains, as of its date, no untrue statement of any material fact of which the Sub-Adviser has knowledge and does not omit any statement of a material fact of which the Sub-Adviser has knowledge which was required to be stated therein or otherwise;necessary to make the statements contained therein not misleading. (b) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, and the information contained therein is 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; (f) The Sub-Adviser agrees to observe notify the Adviser promptly in writing if any representation and comply with Rule 17j-1 under the 1940 Act warranty contained in this Section 9 ceases to be complete and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject to accurate in any other code of ethics, including that of the Adviser, unless specifically adopted by the Sub-Adviserrespect.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants to the Adviser and the Fund agrees as follows: (a) The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement and the execution, delivery and performance by the Sub-Adviser of this Agreement does not contravene or constitute a default under any agreement binding upon the Sub-Adviser; (v) will promptly notify the Adviser SSGA FM of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; ; (bvi) The Sub-Adviser has filed a notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act with the Commodity Futures Trading Commission and the National Futures Association, or is a limited liability company not required to file such exemption; and (vii) is duly organized and validly existing under the laws of the State of Delaware state in which it was organized with the power to own and possess its assets and carry on its business as it is now being conducted;. (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, and the information contained therein is 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; (fb) The Sub-Adviser agrees has adopted a written code of ethics pursuant to observe and comply Rule 204A-1 under the Advisers Act that also complies with Rule 17j-1 under the 1940 Act (the “Code”), and will provide SSGA FM and the Board with a copy of that code of ethics, together with evidence of its adoption. Within fifteen (15) days of the end of the last calendar quarter of each year that this Agreement is in effect, the president, any vice president or chief compliance officer of the Sub-Adviser shall certify to SSGA FM that the Sub-Adviser (i) has complied with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act during the previous year and that there has been no violation of the Sub-Adviser’s Code code of Ethicsethics or, if such a violation has occurred, the details of such violation and of the appropriate action that was taken in response to such violation and (ii) has adopted procedures reasonably necessary to prevent Access Persons (as may be amended defined in Rule 17j-1) from time to timeviolating the Code. The On an annual basis, the Sub-Adviser shall not be subject provide a written report to any the Board and SSGA FM pursuant to Rule 17j-1(c)(2) under the 1940 Act, and upon a reasonable written request from SSGA FM, furnish to SSGA FM all other code of ethics, including that of the Adviser, unless specifically adopted by records relevant to the Sub-Adviser’s code of ethics as it relates to this Agreement.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants to the Adviser and the Fund agrees as follows: (a) The Sub-Adviser Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement and the execution, delivery and performance by the Sub-Adviser of this Agreement does not contravene or constitute a default under any agreement binding upon the Sub-Adviser; (v) will promptly notify the Adviser SSGA FM of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; ; (bvi) The Sub-Adviser has filed a notice of exemption pursuant to Rule 4. 14 under the Commodity Exchange Act with the Commodity Futures Trading Commission and the National Futures Association, or is a limited liability company not required to file such exemption; and (vii) is duly organized and validly existing under the laws of the State of Delaware state in which it was organized with the power to own and possess its assets and carry on its business as it is now being conducted;. (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, and the information contained therein is 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; (fb) The Sub-Adviser agrees has adopted a written code of ethics pursuant to observe and comply Rule 204A-1 under the Advisers Act that also complies with Rule 17j-1 under the 1940 Act (the "Code"), and will provide SSGA FM and the Board with a copy of that code of ethics, together with evidence of its adoption. Within fifteen (15) days of the end of the last calendar quarter of each year that this Agreement is in effect, the president, any vice president or chief compliance officer of the Sub-Adviser shall certify to SSGA FM that the Sub-Adviser (i) has complied with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act during the previous year and that there has been no violation of the Sub-Adviser’s Code 's code of Ethicsethics or, if such a violation has occurred, the details of such violation and of the appropriate action that was taken in response to such violation and (ii) has adopted procedures reasonably necessary to prevent Access Persons (as may be amended defined in Rule 17j-1) from time violating the Code. Upon the written request from SSGA FM, the Sub-Adviser shall permit SSGA FM, its employees or its agents to time. examine the reports made to the Sub-Adviser pursuant to Rule 204A-1(b) under the Advisers Act and Rule 17j-1(c)(2) under the 1940 Act and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser shall not be subject to any other code of ethics, including certifies that the information stated in each of the most current Post Effective Amendment to the Company's Registration Statement relating to the Sub-Adviser, unless specifically adopted its management of the Fund with respect to the Allocated Assets and its performance history is and will continue to be true, correct and complete to the best of its knowledge. (d) The Sub-Adviser will provide SSGA FM with a minimum investment management capacity of [treated as confidential] in the aggregate, to provide investment advisory services on behalf of the small-cap equity mutual funds (including the Fund) managed by SSGA FM and sub-advised by the Sub-Adviser.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund Funds as follows: (a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act and of 1940, as amended (the "Advisers Act"); (b) The Sub-Adviser will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; Act; (bc) The Sub-Adviser is fully authorized under all applicable law to serve as Sub-Adviser to the Funds and to perform the services described under this Agreement; (d) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State state of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; ; (ce) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorizedauthorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Sub- Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Sub- Adviser; (df) This Agreement is a valid and binding agreement of the Sub-Sub- Adviser; (eg) A The Form ADV of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and form filed with the SEC, SEC and the information contained therein is accurate and complete in all material respects as of its filing date, 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; ; (fh) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject divert any Fund's portfolio securities transactions to a broker or dealer in consideration of such broker or dealer's promotion or sales of shares of the Fund, any other code of ethics, including that series of the AdviserTrust, unless specifically adopted by the Sub-Adviseror any other registered investment company.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund Funds as follows: (a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act and of 1940, as amended (the “Advisers Act”); (b) The Sub-Adviser will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (bc) The Sub-Adviser is fully authorized under all applicable law to serve as Sub-Adviser to the Funds and to perform the services described under this Agreement; (d) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State state of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorizedauthorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (df) This Agreement is a valid and binding agreement of the Sub-Adviser; (eg) A The Form ADV of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and form filed with the SEC, U.S. Securities and Exchange Commission and the information contained therein is accurate and complete in all material respects as of its filing date, 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; (fh) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other code of ethics, including that series of the AdviserTrust, unless specifically adopted by the Sub-Adviseror any other registered investment company.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants to the Adviser and the Fund agrees as follows: (a) The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement and the execution, delivery and performance by the Sub-Adviser of this Agreement does not contravene or constitute a default under any agreement binding upon the Sub-Adviser; (v) will promptly notify the Adviser SSGA FM of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; ; (bvi) The Sub-Adviser has filed a notice of exemption pursuant to Rule 4. 14 under the Commodity Exchange Act with the Commodity Futures Trading Commission and the National Futures Association, or is a limited liability company not required to file such exemption; and (vii) is duly organized and validly existing under the laws of the State of Delaware state in which it was organized with the power to own and possess its assets and carry on its business as it is now being conducted;. (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, and the information contained therein is 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; (fb) The Sub-Adviser agrees has adopted a written code of ethics pursuant to observe and comply Rule 204A-1 under the Advisers Act that also complies with Rule 17j-1 under the 1940 Act (the “Code”), and will provide SSGA FM and the Board with a copy of that code of ethics, together with evidence of its adoption. Within fifteen (15) days of the end of the last calendar quarter of each year that this Agreement is in effect, the president, any vice president or chief compliance officer of the Sub-Adviser shall certify to SSGA FM that the Sub-Adviser (i) has complied with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act during the previous year and that there has been no violation of the Sub-Adviser’s Code code of Ethicsethics or, if such a violation has occurred, the details of such violation and of the appropriate action that was taken in response to such violation and (ii) has adopted procedures reasonably necessary to prevent Access Persons (as may be amended defined in Rule 17j-1) from time violating the Code. Upon the written request from SSGA FM, the Sub-Adviser shall permit SSGA FM, its employees or its agents to time. examine the reports made to the Sub-Adviser pursuant to Rule 204A-1(b) under the Advisers Act and Rule 17j-1(c)(2) under the 1940 Act and all other records relevant to the Sub-Adviser’s code of ethics. (c) The Sub-Adviser shall not be subject to any other code of ethics, including certifies that the information stated in each of the most current Post Effective Amendment to the Company’s Registration Statement relating to the Sub-Adviser, unless specifically adopted its management of the Fund with respect to the Allocated Assets and its performance history is and will continue to be true, correct and complete to the best of its knowledge. (d) The Sub-Adviser will provide SSGA FM with a minimum investment management capacity of [treated as confidential] in the aggregate, to provide investment advisory services on behalf of the small-cap equity mutual funds (including the Fund) managed by SSGA FM and sub-advised by the Sub-Adviser.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants to the Adviser and the Fund agrees as follows: (a) The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement and the execution, delivery and performance by the Sub-Adviser of this Agreement does not contravene or constitute a default under any agreement binding upon the Sub-Adviser; (v) will promptly notify the Adviser SSGA FM of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; ; (bvi) The Sub-Adviser has filed a notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act with the Commodity Futures Trading Commission and the National Futures Association, or is a limited liability company not required to file such exemption; and (vii) is duly organized and validly existing under the laws of the State of Delaware state in which it was organized with the power to own and possess its assets and carry on its business as it is now being conducted;. (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, and the information contained therein is 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; (fb) The Sub-Adviser agrees has adopted a written code of ethics pursuant to observe and comply Rule 204A-1 under the Advisers Act that also complies with Rule 17j-1 under the 1940 Act (the “Code”), and will provide SSGA FM and the Board with a copy of that code of ethics. Within fifteen (15) days of the end of the last calendar quarter of each year that this Agreement is in effect, the president, any vice president or chief compliance officer of the SubAdviser shall certify to SSGA FM that the Sub-Adviser (i) has complied with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act during the previous year and that there has been no violation of the Sub-Adviser’s Code code of Ethicsethics or, if such a violation has occurred, the details of such violation and of the-action that was taken in response to such violation and (ii) has adopted procedures reasonably designed to prevent Access Persons (as may be amended defined in Rule 17j-1) from time violating the federal securities laws. On an annual basis, the Sub-Adviser shall provide a written report to time. the Board and SSGA FM pursuant to Rule 17j-1(c)(2) under the 1940 Act, and upon a reasonable written request from SSGA FM, furnish to SSGA FM all other records relevant to the Sub-Adviser’s code of ethics as it relates to this Agreement. (c) The Sub-Adviser shall not be subject certifies that the information stated in the currently effective Post-Effective Amendment to any other code of ethicsthe Company’s Registration Statement relating to the Sub-Adviser, including that its management of the AdviserFund with respect to the Allocated Assets and its performance history is and will continue to be true, unless specifically adopted correct and complete to the best of its knowledge. (d) The Sub-Adviser will use commercially reasonable efforts to provide SSGA FM with a minimum investment management capacity of [treated as confidential] in the aggregate, to provide investment advisory services on behalf of the small-cap equity mutual funds (including the Fund) managed by SSGA FM and sub-advised by the Sub-Adviser, provided that this provision shall in no way limit or restrict the Sub-Adviser’s right to terminate this Agreement or any other investment management or subadvisory agreement between the Sub-Adviser and SSGA FM pursuant to the terms of each such agreement.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants to the Adviser and the Fund agrees as follows: (a) The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement and the execution, delivery and performance by the Sub-Adviser of this Agreement does not contravene or constitute a default under any agreement binding upon the Sub-Adviser; (v) will promptly notify the Adviser SSGA FM of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; ; (bvi) The Sub-Adviser has filed a notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act with the Commodity Futures Trading Commission and the National Futures Association, or is a limited liability company not required to file such exemption; and (vii) is duly organized and validly existing under the laws of the State of Delaware state in which it was organized with the power to own and possess its assets and carry on its business as it is now being conducted;. (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, and the information contained therein is 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; (fb) The Sub-Adviser agrees has adopted a written code of ethics pursuant to observe and comply Rule 204A-1 under the Advisers Act that also complies with Rule 17j-1 under the 1940 Act (the “Code”), and will provide SSGA FM and the Board with a copy of that code of ethics, together with evidence of its adoption. Within fifteen (15) days of the end of the last calendar quarter of each year that this Agreement is in effect, the president, any vice president or chief compliance officer of the Sub-Adviser shall certify to SSGA FM that the Sub-Adviser (i) has complied with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act during the previous year and that there has been no violation of the Sub-Adviser’s Code code of Ethicsethics or, if such a violation has occurred, the details of such violation and of the appropriate action that was taken in response to such violation and (ii) has adopted procedures reasonably necessary to prevent Access Persons (as may be amended defined in Rule 17j-1) from time violating the Code. On an annual basis, the Sub-Adviser shall provide a written report to time. the Board and SSGA FM pursuant to Rule 17j-1(c)(2) under the 1940 Act, and upon a reasonable written request from SSGA FM, furnish to SSGA FM all other records relevant to the Sub-Adviser’s code of ethics as it relates to this Agreement (c) The Sub-Adviser shall not be subject to any other code of ethics, including certifies that the information stated in each of the most current Post Effective Amendment to the Trust’s Registration Statement relating to the Sub-Adviser, unless specifically adopted its management of the Fund with respect to the Allocated Assets and its performance history is and will continue to be true, correct and complete to the best of its knowledge. (d) The Sub-Adviser will provide SSGA FM with a minimum investment management capacity of $200 million in the aggregate, to provide investment advisory services on behalf of the small-cap equity mutual funds (including the Fund) managed by SSGA FM and sub-advised by the Sub-Adviser.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund Funds as follows: (a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act and of 1940, as amended (the “Advisers Act”); (b) The Sub-Adviser will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (bc) The Sub-Adviser is fully authorized under all applicable law to serve as Sub-Adviser to the Funds and to perform the services described under this Agreement; (d) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the State state of Delaware Nevada with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorizedauthorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (df) This Agreement is a valid and binding agreement of the Sub-Adviser; (eg) A The Form ADV of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and form filed with the SEC, SEC and the information contained therein is accurate and complete in all material respects as of its filing date, 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; (fh) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other code of ethics, including that series of the AdviserTrust, unless specifically adopted by the Sub-Adviseror any other registered investment company.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants to the Adviser and the Fund agrees as follows: (a) The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement and the execution, delivery and performance by the Sub-Adviser of this Agreement does not contravene or constitute a default under any agreement binding upon the Sub-Adviser; (v) will promptly notify the Adviser SSGA FM of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; ; (bvi) The Sub-Adviser has filed a notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act with the Commodity Futures Trading Commission and the National Futures Association, or is a limited liability company not required to file such exemption; and (vii) is duly organized and validly existing under the laws of the State of Delaware state in which it was organized with the power to own and possess its assets and carry on its business as it is now being conducted;. (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, and the information contained therein is 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; (fb) The Sub-Adviser agrees has adopted a written code of ethics pursuant to observe and comply Rule 204A-1 under the Advisers Act that also complies with Rule 17j-1 under the 1940 Act (the “Code”), and will provide SSGA FM and the Board with a copy of that code of ethics, together with evidence of its adoption. Within fifteen (15) days of the end of the last calendar quarter of each year that this Agreement is in effect, the president, any vice president or chief compliance officer of the Sub-Adviser shall certify to SSGA FM that the Sub-Adviser (i) has complied with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act during the previous year and that there has been no violation of the Sub-Adviser’s Code code of Ethicsethics or, if such a violation has occurred, the details of such violation and of the appropriate action that was taken in response to such violation and (ii) has adopted procedures reasonably necessary to prevent Access Persons (as may be amended defined in Rule 17j-1) from time violating the Code. On an annual basis, the Sub-Adviser shall provide a written report to time. the Board and SSGA FM pursuant to Rule 17j-1(c)(2) under the 1940 Act, and upon a reasonable written request from SSGA FM, furnish to SSGA FM all other records relevant to the Sub-Adviser’s code of ethics as it relates to this Agreement (c) The Sub-Adviser shall not be subject to any other code of ethics, including certifies that the information stated in each of the Adviser, unless specifically adopted by most current Post Effective Amendment to the Company’s Registration Statement relating to the Sub-Adviser, its management of the Fund with respect to the Allocated Assets and its performance history is and will continue to be true, correct and complete to the best of its knowledge.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund Funds as follows: (a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act and of 1940, as amended (the “Advisers Act”); (b) The Sub-Adviser will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (bc) The Sub-Adviser is fully authorized under all applicable law to serve as Sub-Adviser to the Funds and to perform the services described under this Agreement; (d) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State state of Delaware Massachusetts with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorizedauthorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (df) This Agreement is a valid and binding agreement of the Sub-Adviser; (eg) A The Form ADV of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and form filed with the SEC, U.S. Securities and Exchange Commission and the information contained therein is accurate and complete in all material respects as of its filing date, 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; (fh) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other code of ethics, including that series of the AdviserTrust, unless specifically adopted by the Sub-Adviseror any other registered investment company.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants to the Adviser and the Fund agrees as follows: (a) The Sub-Adviser Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement and the execution, delivery and performance by the Sub-Adviser of this Agreement does not contravene or constitute a default under any agreement binding upon the Sub-Adviser; (v) will promptly notify the Adviser SSGA FM of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; ; (bvi) The Sub-Adviser has filed a notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act with the Commodity Futures Trading Commission and the National Futures Association, or is a limited liability company not required to file such exemption; and (vii) is duly organized and validly existing under the laws of the State of Delaware state in which it was organized with the power to own and possess its assets and carry on its business as it is now being conducted;. (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, and the information contained therein is 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; (fb) The Sub-Adviser agrees has adopted a written code of ethics pursuant to observe and comply Rule 204A-1 under the Advisers Act that also complies with Rule 17j-1 under the 1940 Act (the "Code"), and will provide SSGA FM and the Board with a copy of that code of ethics, together with evidence of its adoption. Within fifteen (15) days of the end of the last calendar quarter of each year that this Agreement is in effect, the president, any vice president or chief compliance officer of the Sub-Adviser shall certify to SSGA FM that the Sub-Adviser (i) has complied with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act during the previous year and that there has been no violation of the Sub-Adviser’s Code 's code of Ethicsethics or, if such a violation has occurred, the details of such violation and of the appropriate action that was taken in response to such violation and (ii) has adopted procedures reasonably necessary to prevent Access Persons (as may be amended defined in Rule 17j-1) from time to timeviolating the Code. The On an annual basis, the Sub-Adviser shall not be subject provide a written report to any the Board and SSGA FM pursuant to Rule 17j-1(c)(2) under the 1940 Act, and upon a reasonable written request from SSGA FM, furnish to SSGA FM all other code of ethics, including that of the Adviser, unless specifically adopted by records relevant to the Sub-Adviser's code of ethics as it relates to this Agreement.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants to the Adviser and the Fund agrees as follows: (a) The Sub-Adviser Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement and the execution, delivery and performance by the Sub-Adviser of this Agreement does not contravene or constitute a default under any agreement binding upon the Sub-Adviser; (v) will promptly notify the Adviser SSGA FM of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; ; (bvi) The Sub-Adviser has filed a notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act with the Commodity Futures Trading Commission and the National Futures Association, or is a limited liability company not required to file such exemption; and (vii) is duly organized and validly existing under the laws of the State of Delaware state in which it was organized with the power to own and possess its assets and carry on its business as it is now being conducted;. (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, and the information contained therein is 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; (fb) The Sub-Adviser agrees has adopted a written code of ethics pursuant to observe and comply Rule 204A-1 under the Advisers Act that also complies with Rule 17j-1 under the 1940 Act (the "Code"), and will provide SSGA FM and the Board with a copy of that code of ethics, together with evidence of its adoption. Within fifteen (15) days of the end of the last calendar quarter of each year that this Agreement is in effect, the president, any vice president or chief compliance officer of the Sub-Adviser shall certify to SSGA FM that the Sub-Adviser (i) has complied with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act during the previous year and that there has been no violation of the Sub-Adviser’s Code 's code of Ethicsethics or, if such a violation has occurred, the details of such violation and of the appropriate action that was taken in response to such violation and (ii) has adopted procedures reasonably necessary to prevent Access Persons (as may be amended defined in Rule 17j-1) from time to timeviolating the Code. The On an annual basis, the Sub-Adviser shall not be subject provide a written report to any the Board and SSGA FM pursuant to Rule 17j- 1(c)(2) under the 1940 Act, and upon a reasonable written request from SSGA FM, furnish to SSGA FM all other code of ethics, including that of the Adviser, unless specifically adopted by records relevant to the Sub-Adviser's code of ethics as it relates to this Agreement.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund as follows: (a) The Sub-Adviser is registered as an investment adviser under the Advisers Act and will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (b) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Sub- Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SECCommission has been furnished to the Adviser, and the information contained therein is 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;. (f) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s 's Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject to any other code of ethics, including that of the Adviser, unless specifically adopted by the Sub-Adviser.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund Funds as follows: (a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act and of 1940, as amended (the “Advisers Act”); (b) The Sub-Adviser will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (bc) The Sub-Adviser is fully authorized under all applicable law to serve as investment sub-adviser to the Funds and to perform the services described under this Agreement; (d) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State of Delaware California with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorizedauthorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (df) This Agreement is a valid and binding agreement of the Sub-Adviser; (eg) A The Form ADV of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and form filed with the SEC, SEC and the information contained therein is accurate and complete in all material respects as of its filing date, 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; (fh) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other code of ethics, including that series of the AdviserTrust, unless specifically adopted by the Sub-Adviseror any other registered investment company.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund as follows: (a) The Sub-Adviser is registered as an investment adviser under the Advisers Act and will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (b) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Sub- Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Sub- Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser (including the Form ADV of any registered advisory subsidiary or affiliate providing services on behalf of the Sub-Adviser), as amended to the date hereof and filed with the SECCommission has been furnished to the Adviser, and the information contained therein is 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; (f) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s 's Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject to any other code of ethics, including that of the Adviser, unless specifically adopted by the Sub-Adviser.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants to the Adviser and the Fund agrees as follows: (a) The Sub-Adviser Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the obligations contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the obligations contemplated by this Agreement; (iv) has the authority to enter into and perform the obligations contemplated by this Agreement and the execution, delivery and performance by the Sub-Adviser of this Agreement does not contravene or constitute a default under any agreement binding upon the Sub-Adviser; (v) will promptly notify the Adviser SSGA FM of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; ; (bvi) The Sub-Adviser has filed a notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act with the Commodity Futures Trading Commission and the National Futures Association, or is a limited liability company not required to file such exemption; and (vii) is duly organized and validly existing under the laws of the State of Delaware state in which it was organized with the power to own and possess its assets and carry on its business as it is now being conducted;. (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, and the information contained therein is 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; (fb) The Sub-Adviser agrees has adopted a written code of ethics pursuant to observe and comply Rule 204A-1 under the Advisers Act that also complies with Rule 17j-1 under the 1940 Act (the "Code"), and will provide SSGA FM and the Board with a copy of that code of ethics, together with evidence of its adoption. Within fifteen (15) days of the end of the last calendar quarter of each year that this Agreement is in effect, the president, any vice president or chief compliance officer of the Sub-Adviser shall certify to SSGA FM that the Sub-Adviser (i) has complied with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act during the previous year and that there has been no violation of the Sub-Adviser’s Code 's code of Ethicsethics or, if such a violation has occurred, the details of such violation and of the appropriate action that was taken in response to such violation and (ii) has adopted procedures reasonably necessary to prevent Access Persons (as may be amended defined in Rule 17j-1) from time violating the Code. On an annual basis, the Sub-Adviser shall provide a written report to time. the Board and SSGA FM pursuant to Rule 17j-1(c)(2) under the 1940 Act, and upon a reasonable written request from SSGA FM, furnish to SSGA FM all other records relevant to the Sub-Adviser's code of ethics as it relates to this Agreement (c) The Sub-Adviser shall not be subject to any other code of ethics, including certifies that the information stated in each of the most current Post Effective Amendment to the Company's Registration Statement relating to the Sub-Adviser, unless specifically adopted its management of the Fund with respect to the Allocated Assets and its performance history is and will continue to be true, correct and complete to the best of its knowledge. (d) The Sub-Adviser will provide SSGA FM with a minimum investment management capacity of $200 million in the aggregate, to provide investment advisory services on behalf of the small-cap equity mutual funds (including the Fund) managed by SSGA FM and sub-advised by the Sub-Adviser.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund as follows: (a) The Sub-Adviser is registered as an investment adviser under the Advisers Act and will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (b) The Sub-Adviser is a master limited liability company partnership duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Sub- Adviser’s 's powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SECCommission has been furnished to the Adviser, and the information contained therein is 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; (f) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s 's Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject to any other code of ethics, including that of the Adviser, unless specifically adopted by the Sub-Adviser.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund as follows: (a) The Sub-Adviser is registered as an investment adviser under the Advisers Act and will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (b) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SECCommission has been furnished to the Adviser, and the information contained therein is 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;. (f) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Sub- Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject to any other code of ethics, including that of the Adviser, unless specifically adopted by the Sub-Adviser.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants andwarrants to the Adviser and the Fund Funds as follows: (a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act and of 1940, as amended (the "Advisers Act"); (b) The Sub-Adviser will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (bc) The Sub-Adviser is fully authorized under all applicable law to serve as Sub-Adviser to the Funds and to perform the services described under this Agreement; (d) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the State state of Delaware California with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorizedauthorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (df) This Agreement is a valid and binding agreement of the Sub-Adviser; (eg) A The Form ADV of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and form filed with the SEC, U.S. Securities and Exchange Commission and the information contained therein is accurate and complete in all material respects as of its filing date, 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; (fh) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other code of ethics, including that series of the AdviserTrust, unless specifically adopted by the Sub-Adviseror any other registered investment company.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants to the Adviser and the Fund agrees as follows: (a) The Sub-Adviser Adviser: (1) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (2) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (3) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (4) has the authority to enter into and perform the services contemplated by this Agreement and the execution, delivery and performance by the Sub-Adviser of this Agreement does not contravene or constitute a default under any agreement binding upon the Sub-Adviser; (5) will promptly notify the Adviser GEAM of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; ; and (b6) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State Commonwealth of Delaware Pennsylvania with the power to own and possess its assets and carry on its business as it is now being conducted;. (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, and the information contained therein is 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; (fb) The Sub-Adviser agrees has adopted a written code of ethics pursuant to observe and comply Rule 204A-1 under the Advisers Act that also complies with Rule 17j-1 under the 1940 Act, and will provide GEAM and the Board with a copy of that code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president, any vice president or chief compliance officer of the Sub-Adviser shall certify to GEAM that the Sub-Adviser has complied with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act during the previous year and that there has been no violation of the Sub-Adviser’s Code code of Ethicsethics or, as may be amended if such a violation has occurred, the details of such violation and of the appropriate action that was taken in response to such violation. Upon the written request from time to time. The GEAM, the Sub-Adviser shall not be subject permit GEAM, its employees or its agents to any examine the reports made to the Sub-Adviser pursuant to Rule 204A-1(b) under the Advisers Act and Rule 17j-1(c)(2) under the 1940 Act and all other code of ethics, including that of the Adviser, unless specifically adopted by records relevant to the Sub-Adviser’s code of ethics. GEAM shall be solely responsible for ensuring the confidentiality of such reports and shall be solely liable for any unauthorized abuse or misuse of information in such reports by its employees or agents.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund Funds as follows: (a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act and of 1940, as amended (the “Advisers Act”); (b) The Sub-Adviser will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (bc) The Sub-Adviser is fully authorized under all applicable law to serve as Sub-Adviser to the Funds and to perform the services described under this Agreement; (d) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the State state of Delaware California with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorizedauthorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (df) This Agreement is a valid and binding agreement of the Sub-Adviser; (eg) A The Form ADV of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and form filed with the SEC, SEC and the information contained therein is accurate and complete in all material respects as of its filing date, 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; (fh) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other code of ethics, including that series of the AdviserTrust, unless specifically adopted by the Sub-Adviseror any other registered investment company.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants to the Adviser and the Fund agrees as follows: (a) The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement and the execution, delivery and performance by the Sub-Adviser of this Agreement does not contravene or constitute a default under any agreement binding upon the Sub-Adviser; (v) will promptly notify the Adviser SSGA FM of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; ; (bvi) The Sub-Adviser has filed a notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act with the Commodity Futures Trading Commission and the National Futures Association, or is a limited liability company not required to file such exemption; and (vii) is duly organized and validly existing under the laws of the State of Delaware state in which it was organized with the power to own and possess its assets and carry on its business as it is now being conducted;. (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, and the information contained therein is 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; (fb) The Sub-Adviser agrees has adopted a written code of ethics pursuant to observe and comply Rule 204A-1 under the Advisers Act that also complies with Rule 17j-1 under the 1940 Act (the “Code”), and will provide SSGA FM and the Board with a copy of that code of ethics. Within fifteen (15) days of the end of the last calendar quarter of each year that this Agreement is in effect, the president, any vice president or chief compliance officer of the Sub-Adviser shall certify to SSGA FM that the Sub-Adviser (i) has complied with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act during the previous year and that there has been no violation of the Sub-Adviser’s Code code of Ethicsethics or, if such a violation has occurred, the details of such violation and of the action that was taken in response to such violation and (ii) has adopted procedures reasonably designed to prevent Access Persons (as may be amended defined in Rule 17j-1) from time violating the federal securities laws. On an annual basis, the Sub-Adviser shall provide a written report to time. the Board and SSGA FM pursuant to Rule 17j-1(c)(2) under the 1940 Act, and upon a reasonable written request from SSGA FM, furnish to SSGA FM all other records relevant to the Sub-Adviser’s code of ethics as it relates to this Agreement. (c) The Sub-Adviser shall not be subject certifies that the information stated in the currently effective Post-Effective Amendment to any other code of ethicsthe Trust’s Registration Statement relating to the Sub-Adviser, including that its management of the AdviserFund with respect to the Allocated Assets and its performance history is and will continue to be true, unless specifically adopted correct and complete to the best of its knowledge. (d) The Sub-Adviser will use commercially reasonable efforts to provide SSGA FM with a minimum investment management capacity of [treated as confidential] in the aggregate, to provide investment advisory services on behalf of the small-cap equity mutual funds (including the Fund) managed by SSGA FM and sub-advised by the Sub-Adviser, provided that this provision shall in no way limit or restrict the Sub-Adviser’s right to terminate this Agreement or any other investment management or subadvisory agreement between the Sub-Adviser and SSGA FM pursuant to the terms of each such agreement.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants to the Adviser and the Fund agrees as follows: (a) The Sub-Adviser Adviser: (1) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (2) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (3) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self- regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (4) has the authority to enter into and perform the services contemplated by this Agreement and the execution, delivery and performance by the Sub-Adviser of this Agreement does not contravene or constitute a default under any agreement binding upon the Sub-Adviser; (5) will promptly notify the Adviser SSGA FM of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; ; and (b6) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State Commonwealth of Delaware Pennsylvania with the power to own and possess its assets and carry on its business as it is now being conducted;. (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, and the information contained therein is 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; (fb) The Sub-Adviser agrees has adopted a written code of ethics pursuant to observe and comply Rule 204A-1 under the Advisers Act that also complies with Rule 17j-1 under the 1940 Act, and will provide SSGA FM and the Board with a copy of that code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president, any vice president or chief compliance officer of the Sub-Adviser shall certify to SSGA FM that the Sub-Adviser has complied with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act during the previous year and that there has been no violation of the Sub-Adviser’s Code 's code of Ethicsethics or, as may be amended if such a violation has occurred, the details of such violation and of the appropriate action that was taken in response to such violation. Upon the written request from time to time. The SSGA FM, the Sub-Adviser shall not be subject permit SSGA FM, its employees or its agents to any examine the reports made to the Sub-Adviser pursuant to Rule 204A-1(b) under the Advisers Act and Rule 17j-1(c)(2) under the 1940 Act and all other code of ethics, including that of the Adviser, unless specifically adopted by records relevant to the Sub-Adviser's code of ethics. SSGA FM shall be solely responsible for ensuring the confidentiality of such reports and shall be solely liable for any unauthorized abuse or misuse of information in such reports by its employees or agents.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants to the Adviser and the Fund agrees as follows: (a) The Sub-Adviser Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by the Advisory Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement and the execution, delivery and performance by the Sub-Adviser of this Agreement does not contravene or constitute a default under any agreement binding upon the Sub-Adviser; (v) will promptly notify the Adviser GEIM of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; ; (bvi) The Sub-Adviser has filed a notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act with the Commodity Futures Trading Commission and the National Futures Association, or is a limited liability company not required to file such exemption; and (vii) is duly organized and validly existing under the laws of the State of Delaware state in which it was organized with the power to own and possess its assets and carry on its business as it is now being conducted;. (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, and the information contained therein is 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; (fb) The Sub-Adviser agrees to observe and comply has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide GEIM and the Board with a copy of that code of ethics, together with evidence of its adoption. (c) The Sub-Adviser certifies that the information stated in Post-Effective Amendment No. 3 to the Company's Registration Statement relating to the Sub-Adviser’s Code , its management of Ethicsthe Fund and its performance history is true, as may be amended from time correct and complete to time. the best of its knowledge. (d) The Sub-Adviser shall Adviser's performance under this Agreement will not be subject materially affected by any problems related to Year 2000 compliance. For this purpose, Year 2000 compliance shall mean that computer systems (1) shall be capable of accurately processing date-related data for dates earlier and later than January 1, 2000 (including calculating, comparing, sorting and sequencing), (2) shall have the ability to provide proper date recognition for any other code of ethicsdata element, including that of date-related data represented without a century designation, date-related data whose year is represented by only two digits, and date fields assigned special values or as default fields, and (3) shall have the Adviserability to recognize all leap years, unless specifically adopted by the Sub-Adviserand all valid dates therein.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants to the Adviser and the Fund agrees as follows: (a) The Sub-Adviser Adviser: (1) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (2) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (3) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (4) has the authority to enter into and perform the services contemplated by this Agreement and the execution, delivery and performance by the Sub-Adviser of this Agreement does not contravene or constitute a default under any agreement binding upon the Sub-Adviser; (5) will promptly notify the Adviser SSGA FM of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; ; and (b6) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State Commonwealth of Delaware Pennsylvania with the power to own and possess its assets and carry on its business as it is now being conducted;. (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, and the information contained therein is 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; (fb) The Sub-Adviser agrees has adopted a written code of ethics pursuant to observe and comply Rule 204A-1 under the Advisers Act that also complies with Rule 17j-1 under the 1940 Act, and will provide SSGA FM and the Board with a copy of that code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president, any vice president or chief compliance officer of the Sub-Adviser shall certify to SSGA FM that the Sub-Adviser has complied with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act during the previous year and that there has been no violation of the Sub-Adviser’s Code 's code of Ethicsethics or, as may be amended if such a violation has occurred, the details of such violation and of the appropriate action that was taken in response to such violation. Upon the written request from time to time. The SSGA FM, the Sub-Adviser shall not be subject permit SSGA FM, its employees or its agents to any examine the reports made to the Sub-Adviser pursuant to Rule 204A-1(b) under the Advisers Act and Rule 17j-1(c)(2) under the 1940 Act and all other code of ethics, including that of the Adviser, unless specifically adopted by records relevant to the Sub-Adviser's code of ethics. SSGA FM shall be solely responsible for ensuring the confidentiality of such reports and shall be solely liable for any unauthorized abuse or misuse of information in such reports by its employees or agents.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants to the Adviser and the Fund agrees as follows: (a) The Sub-Adviser Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement and the execution, delivery and performance by the Sub-Adviser of this Agreement does not contravene or constitute a default under any agreement binding upon the Sub- Adviser; (v) will promptly notify the Adviser HFAM of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; ; (bvi) The Sub-Adviser has filed a notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act with the Commodity Futures Trading Commission and the National Futures Association, or is a limited liability company not required to file such exemption; and (vii) is duly organized and validly existing under the laws of the State of Delaware state in which it was organized with the power to own and possess its assets and carry on its business as it is now being conducted;. (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, and the information contained therein is 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; (fb) The Sub-Adviser agrees has adopted a written code of ethics pursuant to observe and comply Rule 204A-1 under the Advisers Act that also complies with Rule 17j-1 under the 1940 Act (the "Code"), and will provide HFAM and the Board with a copy of that code of ethics, together with evidence of its adoption. Within fifteen (15) days of the end of the last calendar quarter of each year that this Agreement is in effect, the president, any vice president or chief compliance officer of the Sub-Adviser shall certify to HFAM that the Sub-Adviser (i) has complied with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act during the previous year and that there has been no violation of the Sub-Adviser's code of ethics or, if such a violation has occurred, the details of such violation and of the appropriate action that was taken in response to such violation and (ii) has adopted procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating the Code. Upon the written request from HFAM, the Sub-Adviser shall permit HFAM, its employees or its agents to examine the reports made to the Sub-Adviser pursuant to Rule 204A-1(b) under the Advisers Act and Rule 17j-1(c)(2) under the 1940 Act and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser certifies that the information stated in each of the most current Post Effective Amendment to the Trust's Registration Statement relating to the Sub- Adviser, its management of the Fund with respect to the Allocated Assets and the Sub-Adviser’s Code 's performance history is true, correct and complete to the best of Ethics, as may be amended from time to time. its knowledge. (d) The Sub-Adviser shall not be subject will provide HFAM with a minimum investment management capacity of _________________ in the aggregate, to any other code of ethics, including that provide investment advisory services on behalf of the Adviser, unless specifically adopted small-cap equity mutual funds (including the Fund) managed by HFAM and sub-advised by the Sub-Adviser.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants to the Adviser and the Fund agrees as follows: (a) The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement and the execution, delivery and performance by the Sub-Adviser of this Agreement does not contravene or constitute a default under any agreement binding upon the Sub-Adviser; (v) will promptly notify the Adviser SSGA FM of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; ; (bvi) The Sub-Adviser has filed a notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act with the Commodity Futures Trading Commission and the National Futures Association, or is a limited liability company not required to file such exemption; and (vii) is duly organized and validly existing under the laws of the State of Delaware state in which it was organized with the power to own and possess its assets and carry on its business as it is now being conducted;. (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, and the information contained therein is 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; (fb) The Sub-Adviser agrees has adopted a written code of ethics pursuant to observe and comply Rule 204A-1 under the Advisers Act that also complies with Rule 17j-1 under the 1940 Act (the “Code”), and will provide SSGA FM and the Board with a copy of that code of ethics, together with evidence of its adoption. Within fifteen (15) days of the end of the last calendar quarter of each year that this Agreement is in effect, the president, any vice president or chief compliance officer of the Sub-Adviser shall certify to SSGA FM that the Sub-Adviser (i) has complied with the requirements of Rule 204-A1 under the Advisers Act and Rule 17j-1 under the 1940 Act during the previous year and that there has been no violation of the Sub-Adviser’s Code code of Ethicsethics or, if such a violation has occurred, the details of such violation and of the appropriate action that was taken in response to such violation and (ii) has adopted procedures reasonably necessary to prevent Access Persons (as may be amended defined in Rule 17j-1) from time violating the Code. On an annual basis, the Sub-Adviser shall provide a written report to time. the Board and SSGA FM pursuant to Rule 17j-1(c)(2) under the 1940 Act, and upon a reasonable written request from SSGA FM, furnish to SSGA FM all other records relevant to the Sub-Adviser’s code of ethics as it relates to this Agreement (c) The Sub-Adviser shall not be subject to any other code of ethics, including certifies that the information stated in each of the Adviser, unless specifically adopted by most current Post Effective Amendment to the Trust’s Registration Statement relating to the Sub-Adviser, its management of the Fund with respect to the Allocated Assets and its performance history is and will continue to be true, correct and complete to the best of its knowledge.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants to the Adviser and the Fund agrees as follows: (a) The Sub-Adviser Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement and the execution, delivery and performance by the Sub-Adviser of this Agreement does not contravene or constitute a default under any agreement binding upon the Sub-Adviser; (v) will promptly notify the Adviser SSGA FM of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; ; (bvi) The Sub-Adviser has filed a notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act with the Commodity Futures Trading Commission and the National Futures Association, or is a limited liability company not required to file such exemption; and (vii) is duly organized and validly existing under the laws of the State of Delaware state in which it was organized with the power to own and possess its assets and carry on its business as it is now being conducted;. (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, and the information contained therein is 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; (fb) The Sub-Adviser agrees has adopted a written code of ethics pursuant to observe and comply Rule 204A-1 under the Advisers Act that also complies with Rule 17j-1 under the 1940 Act (the "Code"), and will provide SSGA FM and the Board with a copy of that code of ethics. Within fifteen (15) days of the end of the last calendar quarter of each year that this Agreement is in effect, the president, any vice president or chief compliance officer of the SubAdviser shall certify to SSGA FM that the Sub-Adviser (i) has complied with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act during the previous year and that there has been no violation of the Sub-Adviser’s Code 's code of Ethicsethics or, if such a violation has occurred, the details of such violation and of the-action that was taken in response to such violation and (ii) has adopted procedures reasonably designed to prevent Access Persons (as may be amended defined in Rule 17j-1) from time violating the federal securities laws. On an annual basis, the Sub-Adviser shall provide a written report to time. the Board and SSGA FM pursuant to Rule 17j-1(c)(2) under the 1940 Act, and upon a reasonable written request from SSGA FM, furnish to SSGA FM all other records relevant to the Sub-Adviser's code of ethics as it relates to this Agreement. (c) The Sub-Adviser shall not be subject certifies that the information stated in the currently effective Post-Effective Amendment to any other code of ethicsthe Company's Registration Statement relating to the Sub-Adviser, including that its management of the AdviserFund with respect to the Allocated Assets and its performance history is and will continue to be true, unless specifically adopted correct and complete to the best of its knowledge. (d) The Sub-Adviser will use commercially reasonable efforts to provide SSGA FM with a minimum investment management capacity of [treated as confidential] in the aggregate, to provide investment advisory services on behalf of the small-cap equity mutual funds (including the Fund) managed by SSGA FM and sub-advised by the Sub-Adviser, provided that this provision shall in no way limit or restrict the Sub-Adviser's right to terminate this Agreement or any other investment management or subadvisory agreement between the Sub-Adviser and SSGA FM pursuant to the terms of each such agreement.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants to the Adviser and the Fund agrees as follows: (a) The Sub-Adviser Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by the Advisory Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement and the execution, delivery and performance by the Sub-Adviser of this Agreement does not contravene or constitute a default under any agreement binding upon the Sub-Adviser; (v) will promptly notify the Adviser GEIM of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; ; (bvi) The Sub-Adviser has filed a notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act with the Commodity Futures Trading Commission and the National Futures Association, or is a limited liability company not required to file such exemption; and (vii) is duly organized and validly existing under the laws of the State of Delaware state in which it was organized with the power to own and possess its assets and carry on its business as it is now being conducted;. (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, and the information contained therein is 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; (fb) The Sub-Adviser agrees to observe and comply has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide GEIM and the Board with a copy of that code of ethics, together with evidence of its adoption. (c) The Sub-Adviser certifies that the information stated in Post-Effective Amendment No. 26 to the Company's Registration Statement relating to the Sub-Adviser’s Code , its management of Ethicsthe Fund and its performance history is true, as may be amended from time correct and complete to time. the best of its knowledge. (d) The Sub-Adviser shall Adviser's performance under this Agreement will not be subject materially affected by any problems related to Year 2000 compliance. For this purpose, Year 2000 compliance shall mean that computer systems (1) shall be capable of accurately processing date-related data for dates earlier and later than January 1, 2000 (including calculating, comparing, sorting and sequencing), (2) shall have the ability to provide proper date recognition for any other code of ethicsdata element, including that of date-related data represented without a century designation, date-related data whose year is represented by only two digits, and date fields assigned special values or as default fields, and (3) shall have the Adviserability to recognize all leap years, unless specifically adopted by the Sub-Adviserand all valid dates therein.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants to the Adviser and the Fund agrees as follows: (a) The Sub-Adviser Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement and the execution, delivery and performance by the Sub-Adviser of this Agreement does not contravene or constitute a default under any agreement binding upon the Sub-Adviser; (v) will promptly notify the Adviser SSGA FM of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; ; (bvi) The Sub-Adviser has filed a notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act with the Commodity Futures Trading Commission and the National Futures Association, or is a limited liability company not required to file such exemption; and (vii) is duly organized and validly existing under the laws of the State of Delaware state in which it was organized with the power to own and possess its assets and carry on its business as it is now being conducted;. (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, and the information contained therein is 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; (fb) The Sub-Adviser agrees has adopted a written code of ethics pursuant to observe and comply Rule 204A-1 under the Advisers Act that also complies with Rule 17j-1 under the 1940 Act (the "Code"), and will provide SSGA FM and the Board with a copy of that code of ethics. Within fifteen (15) days of the end of the last calendar quarter of each year that this Agreement is in effect, the president, any vice president or chief compliance officer of the Sub-Adviser shall certify to SSGA FM that the Sub-Adviser (i) has complied with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act during the previous year and that there has been no violation of the Sub-Adviser’s Code 's code of Ethicsethics or, if such a violation has occurred, the details of such violation and of the action that was taken in response to such violation and (ii) has adopted procedures reasonably designed to prevent Access Persons (as may be amended defined in Rule 17j-1) from time violating the federal securities laws. On an annual basis, the Sub-Adviser shall provide a written report to time. the Board and SSGA FM pursuant to Rule 17j-1(c)(2) under the 1940 Act, and upon a reasonable written request from SSGA FM, furnish to SSGA FM all other records relevant to the Sub-Adviser's code of ethics as it relates to this Agreement. (c) The Sub-Adviser shall not be subject certifies that the information stated in the currently effective Post-Effective Amendment to any other code of ethicsthe Trust's Registration Statement relating to the Sub-Adviser, including that its management of the AdviserFund with respect to the Allocated Assets and its performance history is and will continue to be true, unless specifically adopted correct and complete to the best of its knowledge. (d) The Sub-Adviser will use commercially reasonable efforts to provide SSGA FM with a minimum investment management capacity of [treated as confidential] in the aggregate, to provide investment advisory services on behalf of the small-cap equity mutual funds (including the Fund) managed by SSGA FM and sub-advised by the Sub-Adviser, provided that this provision shall in no way limit or restrict the Sub-Adviser's right to terminate this Agreement or any other investment management or subadvisory agreement between the Sub-Adviser and SSGA FM pursuant to the terms of each such agreement.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund Funds as follows: (a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act and of 1940, as amended (the “Advisers Act”); (b) The Sub-Adviser will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (bc) The Sub-Adviser is fully authorized under all applicable law to serve as Sub-Adviser to the Funds and to perform the services described under this Agreement; (d) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State state of Delaware California with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorizedauthorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (df) This Agreement is a valid and binding agreement of the Sub-Adviser; (eg) A The Form ADV of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and form filed with the SEC, SEC and the information contained therein is accurate and complete in all material respects as of its filing date, 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; (fh) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other code of ethics, including that series of the AdviserTrust, unless specifically adopted by the Sub-Adviseror any other registered investment company.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund as follows: (a) The Sub-Adviser is registered as an investment adviser under the Advisers Act and will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (b) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Sub- Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SECCommission has been furnished to the Adviser, and the information contained therein is 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;. (f) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Sub- Adviser’s 's Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject to any other code of ethics, including that of the Adviser, unless specifically adopted by the Sub-Adviser.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund Funds as follows: (a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act and of 1940, as amended (the "Advisers Act"); (b) The Sub-Adviser will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (bc) The Sub-Adviser is fully authorized under all applicable law to serve as Sub-Adviser to the Funds and to perform the services described under this Agreement; (d) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the State state of Delaware California with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorizedauthorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (df) This Agreement is a valid and binding agreement of the Sub-Adviser; (eg) A The Form ADV of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and form filed with the SEC, U.S. Securities and Exchange Commission and the information contained therein is accurate and complete in all material respects as of its filing date, 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; (fh) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other code of ethics, including that series of the AdviserTrust, unless specifically adopted by the Sub-Adviseror any other registered investment company.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants andwarrants to the Adviser and the Fund Funds as follows: (a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act and of 1940, as amended (the "Advisers Act"); (b) The Sub-Adviser will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (bc) The Sub-Adviser is fully authorized under all applicable law to serve as Sub-Adviser to the Funds and to perform the services described under this Agreement; (d) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State state of Delaware California with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorizedauthorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (df) This Agreement is a valid and binding agreement of the Sub-Adviser; (eg) A The Form ADV of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and form filed with the SEC, U.S. Securities and Exchange Commission and the information contained therein is accurate and complete in all material respects as of its filing date, 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; (fh) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other code of ethics, including that series of the AdviserTrust, unless specifically adopted by the Sub-Adviseror any other registered investment company.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants to the Adviser and the Fund agrees as follows: (a) The Sub-Adviser Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement and the execution, delivery and performance by the Sub-Adviser of this Agreement does not contravene or constitute a default under any agreement binding upon the Sub-Adviser; (v) will promptly notify the Adviser SSGA FM of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; ; (bvi) The Sub-Adviser has filed a notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act with the Commodity Futures Trading Commission and the National Futures Association, or is a limited liability company not required to file such exemption; and (vii) is duly organized and validly existing under the laws of the State of Delaware state in which it was organized with the power to own and possess its assets and carry on its business as it is now being conducted;. (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, and the information contained therein is 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; (fb) The Sub-Adviser agrees has adopted a written code of ethics pursuant to observe and comply Rule 204A-1 under the Advisers Act that also complies with Rule 17j-1 under the 1940 Act (the "Code"), and will provide SSGA FM and the Board with a copy of that code of ethics, together with evidence of its adoption. Within fifteen (15) days of the end of the last calendar quarter of each year that this Agreement is in effect, the president, any vice president or chief compliance officer of the Sub-Adviser shall certify to SSGA FM that the Sub-Adviser (i) has complied with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act during the previous year and that there has been no violation of the Sub-Adviser’s Code 's code of Ethicsethics or, if such a violation has occurred, the details of such violation and of the appropriate action that was taken in response to such violation and (ii) has adopted procedures reasonably necessary to prevent Access Persons (as may be amended defined in Rule 17j-1) from time violating the Code. On an annual basis, the Sub-Adviser shall provide a written report to time. the Board and SSGA FM pursuant to Rule 17j-1(c)(2) under the 1940 Act, and upon a reasonable written request from SSGA FM, furnish to SSGA FM all other records relevant to the Sub-Adviser's code of ethics as it relates to this Agreement (c) The Sub-Adviser shall not be subject to any other code of ethics, including certifies that the information stated in each of the most current Post Effective Amendment to the Trust's Registration Statement relating to the Sub-Adviser, unless specifically adopted its management of the Fund with respect to the Allocated Assets and its performance history is and will continue to be true, correct and complete to the best of its knowledge. (d) The Sub-Adviser will provide SSGA FM with a minimum investment management capacity of $200 million in the aggregate, to provide investment advisory services on behalf of the small-cap equity mutual funds (including the Fund) managed by SSGA FM and sub-advised by the Sub-Adviser.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund as follows: (a) The Sub-Adviser is registered as an investment adviser under the Advisers Act and will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (b) The Sub-Adviser is a limited liability company Delaware statutory trust duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser (including the Form ADV of any registered advisory subsidiary or affiliate providing services on behalf of the Sub-Adviser), as amended to the date hereof and filed with the SECCommission has been furnished to the Adviser, and the information contained therein is 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; (f) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject to any other code of ethics, including that of the Adviser, unless specifically adopted by the Sub-Adviser.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund Funds as follows: (a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act and of 1940, as amended (the "Advisers Act"); (b) The Sub-Adviser will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (bc) The Sub-Adviser is fully authorized under all applicable law to serve as Sub-Adviser to the Funds and to perform the services described under this Agreement; (d) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the State state of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorizedauthorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (df) This Agreement is a valid and binding agreement of the Sub-Adviser; (eg) A The Form ADV of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and form filed with the SEC, U.S. Securities and Exchange Commission and the information contained therein is accurate and complete in all material respects as of its filing date, 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; (fh) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other code of ethics, including that series of the AdviserTrust, unless specifically adopted by the Sub-Adviseror any other registered investment company.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund Funds as follows: (a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act and of 1940, as amended (the “Advisers Act”); (b) The Sub-Adviser will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (bc) The Sub-Adviser is fully authorized under all applicable law to serve as Sub-Adviser to the Funds and to perform the services described under this Agreement; (d) The Sub-Adviser is a limited liability company partnership duly organized and validly existing under the laws of the State state of Delaware Texas with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorizedauthorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (df) This Agreement is a valid and binding agreement of the Sub-Adviser; (eg) A The Form ADV of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and form filed with the SEC, SEC and the information contained therein is accurate and complete in all material respects as of its filing date, 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; (fh) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other code of ethics, including that series of the AdviserTrust, unless specifically adopted by the Sub-Adviseror any other registered investment company.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants to the Adviser and the Fund agrees as follows: (a) The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the obligations contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the obligations contemplated by this Agreement; (iv) has the authority to enter into and perform the obligations contemplated by this Agreement and the execution, delivery and performance by the Sub-Adviser of this Agreement does not contravene or constitute a default under any agreement binding upon the Sub-Adviser; (v) will promptly notify the Adviser SSGA FM of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; ; (bvi) The Sub-Adviser has filed a notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act with the Commodity Futures Trading Commission and the National Futures Association, or is a limited liability company not required to file such exemption; and (vii) is duly organized and validly existing under the laws of the State of Delaware state in which it was organized with the power to own and possess its assets and carry on its business as it is now being conducted;. (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, and the information contained therein is 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; (fb) The Sub-Adviser agrees has adopted a written code of ethics pursuant to observe and comply Rule 204A-1 under the Advisers Act that also complies with Rule 17j-1 under the 1940 Act (the “Code”), and will provide SSGA FM and the Board with a copy of that code of ethics, together with evidence of its adoption. Within fifteen (15) days of the end of the last calendar quarter of each year that this Agreement is in effect, the president, any vice president or chief compliance officer of the Sub-Adviser shall certify to SSGA FM that the Sub-Adviser (i) has complied with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act during the previous year and that there has been no violation of the Sub-Adviser’s Code code of Ethicsethics or, if such a violation has occurred, the details of such violation and of the appropriate action that was taken in response to such violation and (ii) has adopted procedures reasonably necessary to prevent Access Persons (as may be amended defined in Rule 17j-1) from time violating the Code. On an annual basis, the Sub-Adviser shall provide a written report to time. the Board and SSGA FM pursuant to Rule 17j-1(c)(2) under the 1940 Act, and upon a reasonable written request from SSGA FM, furnish to SSGA FM all other records relevant to the Sub-Adviser’s code of ethics as it relates to this Agreement (c) The Sub-Adviser shall not be subject to any other code of ethics, including certifies that the information stated in each of the most current Post Effective Amendment to the Company’s Registration Statement relating to the Sub-Adviser, unless specifically adopted its management of the Fund with respect to the Allocated Assets and its performance history is and will continue to be true, correct and complete to the best of its knowledge. (d) The Sub-Adviser will provide SSGA FM with a minimum investment management capacity of $200 million in the aggregate, to provide investment advisory services on behalf of the small-cap equity mutual funds (including the Fund) managed by SSGA FM and sub-advised by the Sub-Adviser.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund as follows: (a) The Sub-Adviser is registered as an investment adviser under the Advisers Act and will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (b) The Sub-Adviser has filed a notice of exemption pursuant to Rule 4.14 under the CEA with the Commodity Futures Trading Commission (the "CFTC") and the National Futures Association; (c) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the State of Delaware Wisconsin with the power to own and possess its assets and carry on its business as it is now being conducted; (cd) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (de) This Agreement is a valid and binding agreement of the Sub-Adviser; (ef) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SECCommission has been furnished to the Adviser, and the information contained therein is 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;. (fg) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s 's Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject to any other code of ethics, including that of the Adviser, unless specifically adopted by the Sub-Adviser.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund as follows: (a) The Sub-Adviser is registered as an investment adviser under the Advisers Act and will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (b) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser (including the Form ADV of any registered advisory subsidiary or affiliate providing services on behalf of the Sub-Adviser), as amended to the date hereof and filed with the SECCommission has been furnished to the Adviser, and the information contained therein is 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; (f) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject to any other code of ethics, including that of the Adviser, unless specifically adopted by the Sub-Adviser.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund as follows: (a) The Sub-Adviser is registered as an investment adviser under the Advisers Act and will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (b) The Sub-Adviser is a limited liability company Delaware statutory trust duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser (including the Form ADV of any registered advisory subsidiary or affiliate providing services on behalf of the Sub-Adviser), as amended to the date hereof and filed with the SECCommission has been furnished to the Adviser, and the information contained therein is 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; (f) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s 's Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject to any other code of ethics, including that of the Adviser, unless specifically adopted by the Sub-Adviser.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund Funds as follows: (a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act and of 1940, as amended (the “Advisers Act”); (b) The Sub-Adviser will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (bc) The Sub-Adviser is fully authorized under all applicable law to serve as Sub-Adviser to the Funds and to perform the services described under this Agreement; (d) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the State state of Delaware California with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorizedauthorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (df) This Agreement is a valid and binding agreement of the Sub-Adviser; (eg) A The Form ADV of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and form filed with the SEC, U.S. Securities and Exchange Commission and the information contained therein is accurate and complete in all material respects as of its filing date, 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; (fh) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other code of ethics, including that series of the AdviserTrust, unless specifically adopted by the Sub-Adviseror any other registered investment company.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants to the Adviser and the Fund agrees as follows: (a) The Sub-Adviser Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement and the execution, delivery and performance by the Sub-Adviser of this Agreement does not contravene or constitute a default under any agreement binding upon the Sub-Adviser; (v) will promptly notify the Adviser SSGA FM of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; ; (bvi) The Sub-Adviser has filed a notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act with the Commodity Futures Trading Commission and the National Futures Association, or is a limited liability company not required to file such exemption; and (vii) is duly organized and validly existing under the laws of the State of Delaware state in which it was organized with the power to own and possess its assets and carry on its business as it is now being conducted;. (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, and the information contained therein is 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; (fb) The Sub-Adviser agrees has adopted a written code of ethics pursuant to observe and comply Rule 204A-1 under the Advisers Act that also complies with Rule 17j-1 under the 1940 Act (the "Code"), and will provide SSGA FM and the Board with a copy of that code of ethics, together with evidence of its adoption. Within fifteen (15) days of the end of the last calendar quarter of each year that this Agreement is in effect, the president, any vice president or chief compliance officer of the Sub-Adviser shall certify to SSGA FM that the Sub-Adviser (i) has complied with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act during the previous year and that there has been no violation of the Sub-Adviser’s Code 's code of Ethicsethics or, if such a violation has occurred, the details of such violation and of the appropriate action that was taken in response to such violation and (ii) has adopted procedures reasonably necessary to prevent Access Persons (as may be amended defined in Rule 17j-1) from time violating the Code. On an annual basis, the Sub-Adviser shall provide a written report to time. the Board and SSGA FM pursuant to Rule 17j-1(c)(2) under the 1940 Act, and upon a reasonable written request from SSGA FM, furnish to SSGA FM all other records relevant to the Sub-Adviser's code of ethics as it relates to this Agreement (c) The Sub-Adviser shall not be subject to any other code of ethics, including certifies that the information stated in each of the Adviser, unless specifically adopted by most current Post Effective Amendment to the Company's Registration Statement relating to the Sub-Adviser, its management of the Fund with respect to the Allocated Assets and its performance history is and will continue to be true, correct and complete to the best of its knowledge.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants to the Adviser and the Fund agrees as follows: (a) The Sub-Adviser Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement and the execution, delivery and performance by the Sub-Adviser of this Agreement does not contravene or constitute a default under any agreement binding upon the Sub- Adviser; (v) will promptly notify the Adviser HFAM of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; ; (bvi) The Sub-Adviser has filed a notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act with the Commodity Futures Trading Commission and the National Futures Association, or is a limited liability company not required to file such exemption; and (vii) is duly organized and validly existing under the laws of the State of Delaware state in which it was organized with the power to own and possess its assets and carry on its business as it is now being conducted;. (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, and the information contained therein is 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; (fb) The Sub-Adviser agrees has adopted a written code of ethics pursuant to observe and comply Rule 204A-1 under the Advisers Act that also complies with Rule 17j-1 under the 1940 Act (the "Code"), and will provide HFAM and the Board with a copy of that code of ethics, together with evidence of its adoption. Within fifteen (15) days of the end of the last calendar quarter of each year that this Agreement is in effect, the president, any vice president or chief compliance officer of the Sub-Adviser shall certify to HFAM that the Sub-Adviser (i) has complied with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act during the previous year and that there has been no violation of the Sub-Adviser’s Code 's code of Ethicsethics or, if such a violation has occurred, the details of such violation and of the appropriate action that was taken in response to such violation and (ii) has adopted procedures reasonably necessary to prevent Access Persons (as may be amended defined in Rule 17j-1) from time to timeviolating the Code. The On an annual basis, the Sub-Adviser shall not be subject provide a written report to any other code of ethics, including that of the Adviser, unless specifically adopted by the Sub-Adviser.Board and HFAM pursuant to Rule 17j-1(c)

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund Funds as follows: (a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act and of 1940, as amended (the “Advisers Act”); (b) The Sub-Adviser will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (bc) The Sub-Adviser is fully authorized under all applicable law to serve as investment sub-adviser to the Funds and to perform the services described under this Agreement; (d) The Sub-Adviser is a limited liability company partnership duly organized and validly existing under the laws of the State of Delaware Texas with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorizedauthorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (df) This Agreement is a valid and binding agreement of the Sub-Adviser; (eg) A The Form ADV of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and form filed with the SEC, SEC and the information contained therein is accurate and complete in all material respects as of its filing date, 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; (fh) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other code of ethics, including that series of the AdviserTrust, unless specifically adopted by the Sub-Adviseror any other registered investment company.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants to the Adviser and the Fund agrees as follows:: Information Classification: Limited Access (a) The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement and the execution, delivery and performance by the Sub-Adviser of this Agreement does not contravene or constitute a default under any agreement binding upon the Sub-Adviser; (v) will promptly notify the Adviser SSGA FM of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; ; (bvi) The Sub-Adviser has filed a notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act with the Commodity Futures Trading Commission and the National Futures Association, or is a limited liability company not required to file such exemption; and (vii) is duly organized and validly existing under the laws of the State of Delaware state in which it was organized with the power to own and possess its assets and carry on its business as it is now being conducted;. (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, and the information contained therein is 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; (fb) The Sub-Adviser agrees has adopted a written code of ethics pursuant to observe and comply Rule 204A-1 under the Advisers Act that also complies with Rule 17j-1 under the 1940 Act (the “Code”), and will provide SSGA FM and the Board with a copy of that code of ethics, together with evidence of its adoption. Within fifteen (15) days of the end of the last calendar quarter of each year that this Agreement is in effect, the president, any vice president or chief compliance officer of the Sub-Adviser shall certify to SSGA FM that the Sub-Adviser (i) has complied with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act during the previous year and that there has been no violation of the Sub-Adviser’s Code code of Ethicsethics or, if such a violation has occurred, the details of such violation and of the appropriate action that was taken in response to such violation and (ii) has adopted procedures reasonably necessary to prevent Access Persons (as may be amended defined in Rule 17j-1) from time to timeviolating the Code. The On an annual basis, the Sub-Adviser shall not be subject provide a written report to any the Board and SSGA FM pursuant to Rule 17j-1(c)(2) under the 1940 Act, and upon a reasonable written request from SSGA FM, furnish to SSGA FM all other code of ethics, including that of the Adviser, unless specifically adopted by records relevant to the Sub-Adviser’s code of ethics as it relates to this Agreement.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund Funds as follows: (a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act and of 1940, as amended (the “Advisers Act”); (b) The Sub-Adviser will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (bc) The Sub-Adviser is fully authorized under all applicable law to serve as investment sub-adviser to the Funds and to perform the services described under this Agreement; (d) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the State of Delaware Nevada with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorizedauthorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (df) This Agreement is a valid and binding agreement of the Sub-Adviser; (eg) A The Form ADV of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and form filed with the SEC, SEC and the information contained therein is accurate and complete in all material respects as of its filing date, 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; (fh) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other code of ethics, including that series of the AdviserTrust, unless specifically adopted by the Sub-Adviseror any other registered investment company.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the each Fund as follows: (a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act and of 1940, as amended (the “Advisers Act”); (b) The Sub-Adviser will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (bc) The Sub-Adviser is fully authorized under all applicable law to serve as investment sub-adviser to each Fund and to perform the services described under this Agreement; (d) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State of Delaware California with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorizedauthorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (df) This Agreement is a valid and binding agreement of the Sub-Adviser; (eg) A The Form ADV of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and form filed with the SEC, SEC and the information contained therein is accurate and complete in all material respects as of its filing date, 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; (fh) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other code of ethics, including that series of the AdviserTrust, unless specifically adopted by the Sub-Adviseror any other registered investment company.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants andwarrants to the Adviser and the Fund Funds as follows: (a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act and of 1940, as amended (the "Advisers Act"); (b) The Sub-Adviser will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct. (c) The Sub-Adviser is fully authorized under all applicable law to serve as Sub-Adviser to the Funds and to perform the services described under this Agreement; (bd) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State state of Delaware California with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorizedauthorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (df) This Agreement is a valid and binding agreement of the Sub-Adviser; (eg) A The Form ADV of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and form filed with the SEC, U.S. Securities and Exchange Commission and the information contained therein is accurate and complete in all material respects as of its filing date, 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; (fh) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other code of ethics, including that series of the AdviserTrust, unless specifically adopted by the Sub-Adviseror any other registered investment company.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund as follows: (a) The Sub-Adviser is registered as an investment adviser under the Advisers Act and will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (b) The Sub-Adviser is registered as a limited liability company Commodity Trading Advisor under the Commodity Exchange Act, as amended (the “CEA”), with the Commodity Futures Trading Commission (the “CFTC”), or is not required to file such registration; (c) The Sub-Adviser is a corporation duly organized and validly existing operating under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conductedconducted and as proposed to be conducted hereunder; (cd) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorizedauthorized by all necessary actions of its directors or shareholders, and no action by by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a violation of, or a material default under under, (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser;; and (de) This Agreement is a valid and binding agreement The Form ADV of the Sub-Adviser; (e) A Adviser provided to the Adviser and the Fund is a true and complete copy of the form, including that part or parts of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is 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; (f) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject to any other code of ethics, including that of the Adviser, unless specifically adopted by the Sub-Adviser.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the each Fund as follows: (a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act and of 1940, as amended (the “Advisers Act”); (b) The Sub-Adviser will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (bc) The Sub-Adviser is fully authorized under all applicable law to serve as investment sub-adviser to each Fund and to perform the services described under this Agreement; (d) The Sub-Adviser is a limited liability company partnership duly organized and validly existing under the laws of the State of Delaware Texas with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorizedauthorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (df) This Agreement is a valid and binding agreement of the Sub-Adviser; (eg) A The Form ADV of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and form filed with the SEC, SEC and the information contained therein is accurate and complete in all material respects as of its filing date, 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; (fh) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other code of ethics, including that series of the AdviserTrust, unless specifically adopted by the Sub-Adviseror any other registered investment company.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The Sub-Adviser is registered as an investment adviser under the Advisers Act and will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (b) The Sub-Adviser is a limited liability company duly organized and validly existing properly registered and operating under the laws of the State of Delaware South Carolina with the power to own and possess its assets and carry on its business as it is now being conductedconducted and as proposed to be conducted hereunder; (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorizedauthorized by all necessary actions of its members or managers, and no action by by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a violation of, or a material default under under, (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser;; and (d) This Agreement is a valid and binding agreement The Form ADV of the Sub-Adviser; (e) A Adviser provided to the Adviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Sub-Adviser, and/or that part or parts provided or offered to clients, in each case as amended to required under the date hereof Advisers Act and filed with the SECrules thereunder, and the information contained therein is 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; (f) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject to any other code of ethics, including that of the Adviser, unless specifically adopted by the Sub-Adviser.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund Funds as follows: (a) The Sub-Adviser is will be registered as an investment adviser under the Investment Advisers Act and of 1940, as amended (the “Advisers Act”); (b) The Sub-Adviser will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (bc) The Sub-Adviser is fully authorized under all applicable law to serve as Sub-Adviser to the Funds and to perform the services described under this Agreement; (d) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State state of Delaware California with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorizedauthorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (df) This Agreement is a valid and binding agreement of the Sub-Adviser; (eg) A The Form ADV of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and form filed with the SEC, SEC and the information contained therein is accurate and complete in all material respects as of its filing date, 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; (fh) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other code of ethics, including that series of the AdviserTrust, unless specifically adopted by the Sub-Adviseror any other registered investment company.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund Funds as follows: (a) The Sub-Adviser is will be registered as an investment adviser under the Investment Advisers Act and of 1940, as amended (the “Advisers Act”); (b) The Sub-Adviser will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (bc) The Sub-Adviser is fully authorized under all applicable law to serve as Sub-Adviser to the Funds and to perform the services described under this Agreement; (d) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State commonwealth of Delaware Massachusetts with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorizedauthorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (df) This Agreement is a valid and binding agreement of the Sub-Adviser; (eg) A The Form ADV of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and form filed with the SEC, SEC and the information contained therein is accurate and complete in all material respects as of its filing date, 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; (fh) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics, as may be amended from time to time. The Sub-Adviser shall not be subject divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other code of ethics, including that series of the AdviserTrust, unless specifically adopted by the Sub-Adviseror any other registered investment company.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants to the Adviser and the Fund agrees as follows: (a) The Sub-Adviser Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement and the execution, delivery and performance by the Sub-Adviser of this Agreement does not contravene or constitute a default under any agreement binding upon the Sub-Adviser; (v) will promptly notify the Adviser SSGA FM of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; ; (bvi) The Sub-Adviser has filed a notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act with the Commodity Futures Trading Commission and the National Futures Association, or is a limited liability company not required to file such exemption; and (vii) is duly organized and validly existing under the laws of the State of Delaware state in which it was organized with the power to own and possess its assets and carry on its business as it is now being conducted;. (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to the date hereof and filed with the SEC, and the information contained therein is 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; (fb) The Sub-Adviser agrees has adopted a written code of ethics pursuant to observe and comply Rule 204A-1 under the Advisers Act that also complies with Rule 17j-1 under the 1940 Act (the "Code"), and will provide SSGA FM and the Board with a copy of that code of ethics, together with evidence of its adoption. Within fifteen (15) days of the end of the last calendar quarter of each year that this Agreement is in effect, the president, any vice president or chief compliance officer of the Sub-Adviser shall certify to SSGA FM that the Sub-Adviser (i) has complied with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act during the previous year and that there has been no violation of the Sub-Adviser’s Code 's code of Ethicsethics or, if such a violation has occurred, the details of such violation and of the appropriate action that was taken in response to such violation and (ii) has adopted procedures reasonably necessary to prevent Access Persons (as may be amended defined in Rule 17j-1) from time violating the Code. Upon the written request from SSGA FM, the Sub-Adviser shall permit SSGA FM, its employees or its agents to time. examine the reports made to the Sub-Adviser pursuant to Rule 204A-1(b) under the Advisers Act and Rule 17j-1(c)(2) under the 1940 Act and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser shall not be subject to any other code of ethics, including certifies that the information stated in each of the most current Post Effective Amendment to the Trust's Registration Statement relating to the Sub-Adviser, unless specifically adopted its management of the Fund with respect to the Allocated Assets and its performance history is and will continue to be true, correct and complete to the best of its knowledge. (d) The Sub-Adviser will provide SSGA FM with a minimum investment management capacity of [treated as confidential] in the aggregate, to provide investment advisory services on behalf of the small-cap equity mutual funds (including the Fund) managed by SSGA FM and sub-advised by the Sub-Adviser.