CUSTODY AGREEMENTCustody Agreement • June 27th, 2014 • Compass EMP Funds Trust • Minnesota
THIS AGREEMENT is made and entered into as of this 29th day of April, 2014, by and between COMPASS EMP FUNDS TRUST, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).
MANAGEMENT AGREEMENTManagement Agreement • March 29th, 2013 • Compass EMP Funds Trust • Ohio
The Trust has been organized to engage in the business of an open-end management investment company. The Trust currently intends to offer 19 series of shares to investors.
UNDERWRITING AGREEMENT Between COMPASS EMP FUNDS TRUST and NORTHERN LIGHTS DISTRIBUTORS, LLCUnderwriting Agreement • September 5th, 2012 • Compass EMP Funds Trust • Nebraska
THIS UNDERWRITING AGREEMENT made the 12th day of July 2012 by and between COMPASS EMP FUNDS TRUST, a Delaware statutory trust, having its principal office and place of business at 17605 Wright Street, Omaha, Nebraska 68130 (the “Trust”), and NORTHERN LIGHTS DISTRIBUTORS, LLC, a Nebraska limited liability company having its principal office and place of business at 17605 Wright Street, Omaha, Nebraska 68130 (“NLD”).
AGREEMENT AND DECLARATION OF TRUST ofAgreement and Declaration of Trust • May 4th, 2012 • Compass EMP Funds Trust • Delaware
DISTRIBUTION AGREEMENTDistribution Agreement • June 27th, 2014 • Compass EMP Funds Trust • Wisconsin
THIS DISTRIBUTION AGREEMENT (this “Agreement’) is made as of this 29th day of April, 2014 between Compass EMP Funds Trust (the “Trust”), a Delaware statutory trust and Quasar Distributors, LLC (the “Distributor”), a Delaware limited liability company. Compass Efficient Model Portfolios, LLC, a Tennessee limited liability company and the investment advisor to the Trust (the “Adviser”), is a party hereto with respect to Article 5 only.
FUND SERVICES AGREEMENT between COMPASS EMP FUNDS TRUST andFund Services Agreement • March 29th, 2013 • Compass EMP Funds Trust • New York
THIS FUND SERVICES AGREEMENT (the “Agreement”) effective as of the 12th day of July, 2012, by and between COMPASS EMP FUNDS TRUST, a Delaware business trust having its principal office and place of business at 17605 Wright Street, Omaha, Nebraska 68130 (the "Trust") and GEMINI FUND SERVICES, LLC, a Nebraska limited liability company having its principal office and place of business at 17605 Wright Street, Omaha, Nebraska 68130 (“GFS”). This Agreement replaces and supersedes all prior understandings and agreements between the parties hereto for the services described below.
TRANSFER AGENT SERVICING AGREEMENTTransfer Agent Servicing Agreement • June 27th, 2014 • Compass EMP Funds Trust • Wisconsin
THIS AGREEMENT is made and entered into as of this 29th day of April, 2014, by and between COMPASS EMP FUNDS TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“Fund Services”).
ETF DISTRIBUTION AGREEMENTEtf Distribution Agreement • March 31st, 2017 • Victory Portfolios II • Delaware
This Distribution Agreement (the “Agreement”) is made as of the close of business on February 24, 2017 by and between Victory Portfolios II, a Delaware statutory trust (the “Trust”), on behalf of each of its series portfolios that are exchange-traded funds (ETFs) listed on schedule A, individually and not jointly, having its principal place of business at 4900 Tiedeman Rd, Brooklyn, OH 44144, and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”) having its principal place of business at Three Canal Plaza, Suite 100, Portland, ME 04101.
FUND ACCOUNTING SERVICING AGREEMENTFund Accounting Servicing Agreement • June 27th, 2014 • Compass EMP Funds Trust • Wisconsin
THIS AGREEMENT is made as of this 29th day of April, 2014 by and between COMPASS EMP FUNDS TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“Fund Services”).
FUND ADMINISTRATION SERVICING AGREEMENTFund Administration Servicing Agreement • June 27th, 2014 • Compass EMP Funds Trust • Wisconsin
THIS AGREEMENT is made and entered into as of the 29th day of April, 2014, by and between COMPASS EMP FUNDS TRUST, a Delaware trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“Fund Services”).
DISTRIBUTION AGREEMENT between COMPASS EMP FUNDS TRUST and VICTORY CAPITAL ADVISERS, INC.Distribution Agreement • October 28th, 2015 • Victory Portfolios II • Delaware
This DISTRIBUTION AGREEMENT is made as of this 21st day of May, 2015 between Compass EMP Funds Trust, a Delaware statutory trust (herein called the “Trust”), and Victory Capital Advisers, Inc., a Delaware corporation (herein called the “Distributor”).
SELLING AGREEMENTSelling Agreement • September 5th, 2012 • Compass EMP Funds Trust • Nebraska
Northern Lights Distributors, LLC (the “Distributor”) serves as the principal underwriter of shares of the Compass EMP Funds Trust (the “Trust”), an open-end investment company in series form, shares of which companies are distributed by Distributor at their respective net asset values plus sales charges as applicable, pursuant to a written agreement (the “Underwriting Agreement”). Distributor invites you (the “Company”) to participate as a non-exclusive agent in the distribution of shares of any and all of the funds subject to Distributor’s Underwriting Agreement, that are a part of, or may become a part of, the Trust1 (each, a “Fund,” together the “Funds”) upon the following terms and conditions:
COMPASS EMP FUNDS TRUST AUTHORIZED PARTICIPANT AGREEMENT QUASAR DISTRIBUTORS, LLC MILWAUKEE, WI 53202Authorized Participant Agreement • June 27th, 2014 • Compass EMP Funds Trust • Delaware
This Authorized Participant Agreement (the “Agreement”) is entered into by and between Quasar Distributors, LLC (the “Distributor”) and [ ] (the “Participant” and, together with the Distributor, the “Parties”) and is subject to acceptance by U.S. Bancorp Fund Services, LLC (the “Index Receipt Agent”) as index receipt agent for Compass EMP Funds Trust (the “Trust”).
CUSTODY AGREEMENTCustody Agreement • October 29th, 2012 • Compass EMP Funds Trust • Minnesota
THIS AGREEMENT is made and entered into as of this 14th day of August, 2012, by and between COMPASS EMP FUNDS TRUST, a Delaware statutory trust (the “Trust”), acting for and on behalf of each series as are currently authorized and issued by the Trust or may be authorized and issued by the Trust subsequent to the date of this Agreement (each a “Fund” and collectively the “Funds”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).
VICTORY CAPITAL ADVISERS, INC., Distributor DEALER AGREEMENTDealer Agreement • October 27th, 2017 • Victory Portfolios II • Delaware
As the distributor of the shares (“Shares”) of each investment company portfolio (each, a “Fund”), of each Trust as it is currently constituted and as it may exist from time to time (collectively, “Company”), Victory Capital Advisers, Inc. (“Distributor”) hereby invites you to participate in the selling group on the following terms and conditions. In this letter, the terms “we,” “us,” and similar words refer to the Distributor, and the terms “you,” “your,” and similar words refer to the dealer executing this agreement, including its associated persons.
DATA PROTECTION ADDENDUMVictory Portfolios II • October 25th, 2018
This Data Protection Addendum (the “Addendum”) to the Transfer Agency Agreement dated November 7, 2015 between Victory Portfolios II, on behalf of its series portfolios, individually and not jointly (the “Client”) and FIS Investor Services LLC, formerly known as SunGard Investor Services LLC (assignee of Citi Fund Services Ohio, Inc.) (“FIS”), as amended, (the “Agreement”) sets out obligations of the Client and FIS with respect to data protection.
GLOBAL CUSTODIAL SERVICES AGREEMENT THE VICTORY PORTFOLIOS ACTING FOR AND ON BEHALF OF EACH FUNDCustodial Services Agreement • October 28th, 2015 • Victory Portfolios II • New York
THIS GLOBAL CUSTODIAL SERVICES AGREEMENT is made on August 5th, 2008, by and between The Victory Portfolios, acting for and on behalf of each Fund, a business trust organised under the laws of Delaware, (the “Client “) and Citibank, N.A. acting through its offices located in New York (the “Custodian”).
AMENDMENT NO. 2 TO SUB-ADMINISTRATION AND SUB-FUND ACCOUNTING SERVICES AGREEMENTServices Agreement • October 25th, 2018 • Victory Portfolios II
THIS AMENDMENT made as of February 28, 2018 (“Amendment”) to that certain Sub-Administration and Sub-Fund Accounting Services Agreement dated as of October 1, 2015 (as amended and in effect as of the date hereof, “Agreement”), by and between Victory Capital Management Inc. (“Client”) and Citi Fund Services Ohio, Inc. (“Service Provider” and, with the Client, referred to herein individually as “Party” and collectively as “Parties”). All capitalized terms used but not defined herein shall have the meaning given to them in the Agreement. This Amendment shall be effective as of June 1, 2018 (anticipated compliance date for Forms N-CEN and N-PORT) or, if such date is extended by the U.S. Securities and Exchange Commission (“SEC”), the compliance date as identified by the SEC as it pertains to the Client.
AMENDMENT No. 2 TO ADMINISTRATION AND FUND ACCOUNTING AGREEMENTAdministration and Fund Accounting Agreement • October 28th, 2015 • Victory Portfolios II
AMENDMENT made as of the 1st day of July 2012, to that certain Administration and Fund Accounting Agreement entered into as of July 1, 2006, as amended July 1, 2012, (the “Agreement”) by and between (i) The Victory Portfolios and The Victory Variable Insurance Funds, both Delaware statutory trusts (each, a “Trust” and, together, the “Trusts”) on behalf of those investment company portfolios listed on Schedule D which may be amended from time to time (each, a “Fund” and, together, the “Funds”) in the case of both the Trusts and the Funds, individually and not jointly, and (ii) Victory Capital Management Inc. (“VCM”), a New York corporation. All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
ADMINISTRATION AND FUND ACCOUNTING AGREEMENTAdministration And • October 28th, 2015 • Victory Portfolios II • Ohio
THIS ADMINISTRATION AND FUND ACCOUNTING AGREEMENT (the “Agreement”) is made as of July 1, 2006, by and between (i) The Victory Portfolios and The Victory Variable Insurance Funds, both, Delaware statutory trusts (each, a ‘Trust” and, together, the “Trusts”) on behalf of those investment company portfolios listed on Schedule D which may be amended from time to time (each, a “Fund” and, together, the “Funds”) in the case of both the Trusts and the Funds, individually and not jointly and (ii) VICTORY CAPITAL MANAGEMENT INC. (“VCM”), a New York corporation.
AGREEMENT AND PLAN OF REORGANIZATION AND TERMINATIONAgreement and Plan of Reorganization and Termination • April 19th, 2013 • Compass EMP Funds Trust • New York
THIS AGREEMENT AND PLAN OF REORGANIZATION AND TERMINATION (“Agreement”) is made as of March 29, 2013, among COMPASS EMP FUNDS TRUST, a Delaware statutory trust, with its principal place of business at c/o Gemini Fund Services, LLC, 4020 South 147th Street, Suite 2, Omaha, Nebraska 68137 (“New Trust”), on behalf of each segregated portfolio of assets (“series”) thereof listed under the heading “New Funds” on Schedule A attached hereto (“Schedule A”) (each, a “New Fund”); MUTUAL FUND SERIES TRUST, an Ohio business trust, with its principal place of business at c/o Gemini Fund Services, LLC, 4020 South 147th Street, Suite 2, Omaha, Nebraska 68137 (“Old Trust”), on behalf of each series thereof listed under the heading “Old Funds” on Schedule A (each, an “Old Fund”); and, solely for purposes of paragraphs 5.7, 5.8 and 6, COMPASS EFFICIENT MODEL PORTFOLIOS, LLC, investment adviser to the New Funds and Old Funds (“Compass EMP”). (Each of New Trust and Old Trust is sometimes referred to herei
AMENDMENT NO.10 TOServices Agreement • October 6th, 2022 • Victory Portfolios II
THIS AMENDMENT made as of June 29, 2022 ("Amendment") to that certain Sub- Administration and Sub-Fund Accounting Services Agreement dated as of October 1, 2015 (as amended and in effect as of the date hereof, "Agreement"), by and between Victory Capital Management Inc. ("Client") and Citi Fund Services Ohio, Inc. ("Service Provider" and, with the Client, referred to herein individually as "Party" and collectively as "Parties"). All capitalized terms used but not defined herein shall have the meaning given to them in the Agreement.
AMENDED AGREEMENT AND DECLARATION OF TRUST ofAmended Agreement and Declaration • July 19th, 2013 • Compass EMP Funds Trust • Delaware
AMENDED AGREEMENT AND DECLARATION OF TRUST made this 12th day of April 2012, as amended on February 21, 2013 by the Trustees hereunder, and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided. This Agreement and Declaration of Trust shall be effective upon the filing of the Certificate of Trust in the office of the Secretary of State of the State of Delaware.
TRANSFER AGENCY AGREEMENTTransfer Agency Agreement • October 25th, 2018 • Victory Portfolios II • Ohio
Additional services such as development of interface capabilities, servicing of 403(b) and 408(c) accounts, management of cash sweeps between DDAs and mutual fund accounts and coordination of the printing and distribution of prospectuses, annual reports and semi-annual reports are subject to additional fees which will be quoted upon request. Programming costs or database management fees for special reports or specialized processing will be quoted upon request.
INVESTMENT ADVISORY AGREEMENT between CEMPCSVWF FUND LIMITED and VICTORY CAPITAL MANAGEMENT INC.Investment Advisory Agreement • June 26th, 2015 • Compass EMP Funds Trust • Delaware
AGREEMENT made as of the 1st day of May, 2015, by and between CEMPCSVWF Fund Limited (the “Company”), an exempted company with limited liability in the Cayman Islands, and Victory Capital Management Inc., a New York corporation (the “Adviser”).
Expense Limitation AgreementExpense Limitation Agreement • September 5th, 2012 • Compass EMP Funds Trust
UNDERWRITING AGREEMENT Between COMPASS EMP FUNDS TRUST and NORTHERN LIGHTS DISTRIBUTORS, LLCUnderwriting Agreement • October 29th, 2012 • Compass EMP Funds Trust • Nebraska
THIS UNDERWRITING AGREEMENT made the 12th day of July 2012 by and between COMPASS EMP FUNDS TRUST, a Delaware statutory trust, having its principal office and place of business at 17605 Wright Street, Omaha, Nebraska 68130 (the “Trust”), and NORTHERN LIGHTS DISTRIBUTORS, LLC, a Nebraska limited liability company having its principal office and place of business at 17605 Wright Street, Omaha, Nebraska 68130 (“NLD”).
FOURTH AMENDMENT TO ETF DISTRIBUTION AGREEMENTEtf Distribution Agreement • October 28th, 2020 • Victory Portfolios II
This fourth amendment (the “Amendment”) to the ETF Distribution Agreement effective as of May 31, 2017 as novated (the “Agreement”), by and between Victory Portfolios II (“Fund Company”), and Foreside Fund Services, LLC (“Distributor”), is entered into as of June 18, 2020 (the “Effective Date”).
THE MASTER GLOBAL CUSTODIAL SERVICES AGREEMENTMaster Global Custodial Services Agreement • October 6th, 2022 • Victory Portfolios II • New York
This Amendment and Joinder is made on August 30, 2022 (“Amendment”) by and between, severally and not jointly, (i) Victory Portfolios, Victory Portfolios II, and Victory Variable Insurance Funds, each a Delaware Statutory Trust (each, a “Trust”) on behalf of each Fund listed underneath the name of that Trust, severally and not jointly (each a “Fund” and collectively, with each Trust, acting on behalf of such Funds, the “Client”), and (ii) Citibank, N.A., acting as global custodian through its offices located in New York (“Custodian”).
Expense Limitation AgreementExpense Limitation Agreement • March 7th, 2014 • Compass EMP Funds Trust
COMPASS EMP FUNDS TRUST FIRST AMENDMENT TO THE CUSTODY AGREEMENTCustody Agreement • July 7th, 2015 • Compass EMP Funds Trust
THIS FIRST AMENDMENT dated as of July 1, 2015, to the Custody Agreement, dated as of April 29, 2014, (the “Agreement”), is entered into by and between COMPASS EMP FUNDS TRUST, a Delaware statutory trust (the “Trust”), acting for and on behalf of each Fund, individually and not jointly, and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Custodian”).
TO THE EXPENSE LIMITATION AGREEMENT DATED MAY 1, 2021Expense Limitation Agreement • October 6th, 2022 • Victory Portfolios II
(Maximum Operating Expense Limit excluding acquired fund fees and expenses and certain other items such as interest, taxes and brokerage commissions)
AMENDMENT TO TRANSFER AGENCY AGREEMENTTransfer Agency Agreement • October 26th, 2021 • Victory Portfolios II
This AMENDMENT ("Amendment") is made this 22nd day of February, 2021, (the "Amendment Effective Date"), between Victory Portfolios II, formerly known as The Victory Portfolios II (the "Trust"), and FIS Investor Services LLC, a Delaware limited liability company, formerly SunGard Investor Services ("FIS"), to the Transfer Agency Agreement dated November 7, 2015 between the Trust and SunGard Investor Services, as amended on November 1, 2016 (as amended, the “Agreement”).
TO THE EXPENSE LIMITATION AGREEMENT DATED MAY 1, 2021Expense Limitation Agreement • October 24th, 2023 • Victory Portfolios II
(Maximum Operating Expense Limit excluding acquired fund fees and expenses and certain other items such as interest, taxes and brokerage commissions)
FORM OF DISTRIBUTION AGREEMENTForm of Distribution Agreement • July 7th, 2015 • Compass EMP Funds Trust • Wisconsin
THIS DISTRIBUTION AGREEMENT (the “Agreement”), dated as of July 1, 2015, is among Compass EMP Funds Trust (the “Trust”), on behalf of it series portfolios listed on Schedule A hereto, as may be amended from time to time upon mutual agreement of the parties, individually, and not jointly (each a “Fund” and, collectively, the “Funds”), a Delaware statutory trust and Quasar Distributors, LLC (the “Distributor”), a Delaware limited liability company, and Victory Capital Management Inc. (with respect to Article 5 only), a New York corporation and the investment adviser to the Trust (the “Adviser”).
