0000910472-12-003264 Sample Contracts

MANAGEMENT AGREEMENT
Management Agreement • October 29th, 2012 • 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 17 series of shares to investors.

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FUND SERVICES AGREEMENT between COMPASS EMP FUNDS TRUST and
Fund Services Agreement • October 29th, 2012 • 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 4020 S. 147th Street, Omaha, Nebraska 68137 (the "Trust") and GEMINI FUND SERVICES, LLC, a Nebraska limited liability company having its principal office and place of business at 4020 South 147th Street, Omaha, Nebraska 68137 (“GFS”). This Agreement replaces and supersedes all prior understandings and agreements between the parties hereto for the services described below.

CUSTODY AGREEMENT
Custody 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”).

UNDERWRITING AGREEMENT Between COMPASS EMP FUNDS TRUST and NORTHERN LIGHTS DISTRIBUTORS, LLC
Underwriting 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”).

Expense Limitation Agreement
Expense Limitation Agreement • October 29th, 2012 • Compass EMP Funds Trust
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