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”).
FORM OF DISTRIBUTION AGREEMENTDistribution 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”).
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.
AMENDED AGREEMENT AND DECLARATION OF TRUST ofDeclaration of Trust • 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 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”).
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”).
INVESTMENT ADVISORY AGREEMENT between COMPASS EMP FUNDS TRUST and VICTORY CAPITAL MANAGEMENT INC.Investment Advisory Agreement • June 26th, 2015 • Compass EMP Funds Trust • Delaware
AGREEMENT effective as of the 1st day of May, 2015, by and between Compass EMP Funds Trust (the “Trust”), a Delaware statutory trust which may issue one or more series of shares of beneficial interest, and Victory Capital Management Inc., a New York corporation (the “Adviser”).
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 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.
ADMINISTRATION AND FUND ACCOUNTING AGREEMENTAdministration and Fund Accounting Agreement • 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.
DATA PROTECTION ADDENDUMData Protection Addendum • October 25th, 2018 • Victory Portfolios II
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 AGREEMENTSub-Administration and Sub-Fund Accounting Services 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.
SUB-ADMINISTRATION AND SUB-FUND ACCOUNTING SERVICES AGREEMENTSub-Administration and Sub-Fund Accounting Services Agreement • September 18th, 2024 • Victory Portfolios II
THIS AMENDMENT No. made as of June 25, 2024 (“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”) 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.
FUND ACCOUNTING AGREEMENTAdministration and Fund Accounting Agreement • June 17th, 2024 • Victory Portfolios II
AMENDMENT made as of May 21, 2024, to that certain Administration and Fund Accounting Agreement entered into as of June 1, 2006, as amended ("Agreement") by and among (i) Victory Portfolios, Victory Variable Insurance Funds, and Victory Portfolios II, each a Delaware statutory trust (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
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.
SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of Victory Portfolios II a Delaware Statutory Trust Dated February 26, 2019Agreement and Declaration of Trust • April 5th, 2019 • Victory Portfolios II • Delaware
This SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST (this “Declaration of Trust”) of Victory Portfolios II, a Delaware statutory trust (the “Trust”), is made and entered into on February 26, 2019 for the purpose of continuing the Trust as a Delaware statutory trust in accordance with the provisions hereinafter set forth.
SUB-ADMINISTRATION AND SUB-FUND ACCOUNTING SERVICES AGREEMENTSub-Administration and Sub-Fund Accounting Services Agreement • October 24th, 2024 • Victory Portfolios II
THIS AMENDMENT No. 15 made as of October 1, 2024 (“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”) 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.
MASTER GLOBAL CUSTODIAL SERVICES AGREEMENTMaster Global Custodial Services Agreement • June 17th, 2024 • Victory Portfolios II
THIS AMENDMENT made as of June 1, 2024 ("Amendment") to that certain Master Global Custodial Services Agreement dated as of August 5th, 2008 (as amended and in effect as of the date hereof, "Agreement") by and among (i) Victory Portfolios, Victory Portfolios II and Victory Variable Insurance Funds, each a Delaware Statutory Trust (each, a "Trust") on behalf of each Fund underneath the name of that Trust on Exhibit 1 to the Agreement (the "Funds Appendix") 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 a global custodian through its office located in New York ("Custodian" 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.
AMENDMENT NO. 2Global Securities Lending Agency Agreement • June 17th, 2024 • Victory Portfolios II • New York
This AMENDMENT NO. 2 TO GLOBAL SECURITIES LENDING AGENCY AGREEMENT, dated as of June 7, 2024 is made between CITIBANK, N.A., a national banking organization (the "Agent") and VICTORY PORTFOLIO, VICTORY VARIABLE INSUR- ANCE FUNDS AND VICTORY PORTFOLIOS II (EACH A "Fund"), ON BEHALF OF THEIR RESPECTIVE SERIES PORTFOLIOS, INDIVIDUALLY AND NOT JOINTLY
GLOBAL SECURITIES LENDING AGENCY AGREEMENTGlobal Securities Lending Agency Agreement • August 30th, 2022 • Victory Portfolios II • New York
This Global Securities Lending Agency Agreement, dated as of November 30, 2021 (the “Agency Agreement”), is entered into by and between (i) CITIBANK, N.A., a national banking association (the “Agent”) and (ii) Victory Portfolio, Victory Variable Insurance Funds and Victory Portfolios II (each a “Fund”), on behalf of their respective series portfolios, individually and not jointly (“Lender”). Capitalized terms used herein without definition shall have the meaning assigned thereto in the Lending Agreements (as defined below).
AMENDMENT NO.10 TOSub-Administration and Sub-Fund Accounting Services 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.
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.
AMENDMENT No. 7 to ADMINISTRATION AGREEMENT and FUND ACCOUNTING AGREEMENTAdministration and Fund Accounting Agreement • April 5th, 2019 • Victory Portfolios II
AMENDMENT made as of February 27, 2019 to that certain Administration and Fund Accounting Agreement entered into as of June 1, 2006, as amended (“Agreement”) by and among (i) Victory Portfolios, Victory Variable Insurance Funds, and Victory Portfolios II, each a Delaware statutory trust (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
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”).
SECOND AMENDMENT TOEtf Distribution Agreement • September 18th, 2024 • Victory Portfolios II • Delaware
This second amendment (“Amendment”) to the ETF Distribution Agreement (the “Agreement”) dated as of December 6, 2022, by and between Victory Portfolios II and Foreside Fund Services (together, the “Parties”) is effective as of November 15, 2023.
