0000894189-14-003008 Sample Contracts

CUSTODY AGREEMENT
Custody 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”).

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DISTRIBUTION AGREEMENT
Distribution 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.

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TRANSFER AGENT SERVICING AGREEMENT
Transfer 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”).

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FUND ACCOUNTING SERVICING AGREEMENT
Fund 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”).

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FUND ADMINISTRATION SERVICING AGREEMENT
Fund 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”).

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COMPASS EMP FUNDS TRUST AUTHORIZED PARTICIPANT AGREEMENT QUASAR DISTRIBUTORS, LLC MILWAUKEE, WI 53202
Authorized 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”).

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Expense Limitation Agreement
Limitation Agreement • June 27th, 2014 • Compass EMP Funds Trust
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Appendix A (as Amended March 28, 2014) to Expense Limitation Agreement, dated July 12, 2012
Expense Limitation Agreement • June 27th, 2014 • Compass EMP Funds Trust
Sample 1
MANAGEMENT AGREEMENT
Management Agreement • June 27th, 2014 • Compass EMP Funds Trust • Ohio

You have been selected to act as the sole investment manager of the series of the Trust set forth on the Exhibits to this Agreement (each, a “Fund,” collectively, the “Funds”) and to provide certain other services, as more fully set forth below, and you are willing to act as such investment manager and to perform such services under the terms and conditions hereinafter set forth. Accordingly, the Trust agrees with you as follows effective upon the date of the execution of this Agreement.

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