COMPASS EMP FUNDS TRUST FIRST AMENDMENT TO THE CUSTODY AGREEMENT
Exhibit 99.B(g)(2)(b)
Execution Copy
FIRST AMENDMENT TO THE
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”).
RECITALS
WHEREAS, the parties have entered into the Agreement; and
WHEREAS, the parties desire to amend the Agreement to add new funds; and
WHEREAS, Article XV, Section 15.02 of the Agreement allows for its amendment by a written instrument executed by all parties.
NOW, THEREFORE, the parties agree to the following:
(1) Exhibit B shall be superseded and replaced with Amended Exhibit B attached hereto.
(2) A new Section 15.12 shall be added to the Agreement, which reads in its entirety as follows:
15.12 About the Trust. The terms “Compass EMP Funds Trust,” and “Trustees” refer, respectively, to the trust created and the Trustees, as trustees but not individually or personally, acting from time to time under the trust instrument, to which reference is hereby made and a copy of which is on file at the office of the Secretary of State of the State of Delaware, such reference being inclusive of any and all amendments thereto so filed or hereafter filed. The obligations of “Compass EMP Funds Trust” entered into in the name or on behalf thereof by any of the Trustees, representatives or agents are made not individually, but in such capacities and are not binding upon any of the Trustees, shareholders or representatives of the Trust personally, but bind only the assets of the Trust, and all persons dealing with the Trust or a Fund must look solely to the assets of the Trust or Fund for the enforcement of any claims against the Trust or Fund.
(3) A new Section 15.13 shall be added to the Agreement, which reads in its entirety as follows:
15.13 Applicability of Agreement to Funds Individually, not Jointly. The Trust has entered into this Agreement on behalf of each Fund listed on Amended Exhibit B individually, and not jointly. The rights and obligations of the Trust described in this Agreement apply to each individual Fund. No Fund shall have any liability for any costs or expenses incurred by any other Fund. In seeking to enforce a claim against any Fund, the Custodian shall look to the assets only of that Fund and not to the assets of any other Fund.
Except to the extent amended hereby, the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.
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U.S. BANK NATIONAL ASSOCIATION | |||
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on behalf of each Fund listed on |
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Amended Exhibit B, individually and not jointly |
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By: |
/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ |
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||
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Title: President |
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Title: Senior Vice President | ||
AMENDED EXHIBIT B
to the Custody Agreement
Compass EMP Funds Trust (ETF Names)
Compass EMP U.S. 500 Volatility Weighted Index ETF
Compass EMP U.S. Discovery 500 Enhanced Volatility Weighted Index ETF
Compass EMP U.S. 500 Enhanced Volatility Weighted Index ETF
Compass EMP Developed 500 Enhanced Volatility Weighted Index ETF
Compass EMP U.S. EQ Income 100 Enhanced Volatility Weighted Index ETF
Compass EMP US Small Cap 500 Volatility Weighted Index ETF
Compass EMP International 500 Volatility Weighted Index ETF
Compass EMP Emerging Market 500 Volatility Weighted Index ETF
Compass EMP US Large Cap High Dividend 100 Volatility Weighted Index ETF
Compass EMP US Small Cap High Dividend 100 Volatility Weighted Index ETF
Compass EMP International High Dividend 100 Volatility Weighted Index ETF
Compass EMP Emerging Market High Dividend 100 Volatility Weighted Index ETF