Expense Limitation Agreement
[ ]
To:
0000 Xxxxx 000xx Xxxxxx, Xxxxx 0
Xxxxx, Xxxxxxxx 00000
Dear Board Members:
You have engaged us to act as the sole investment adviser to the series of the Compass EMP Funds Trust (the “Trust”) listed on Appendix A to this Agreement (each a “Fund” and collectively, the “Funds”), pursuant to a Management Agreement dated as of [ ].
Effective for the periods listed on Appendix A, we agree to waive management fees and/or reimburse each Fund for expenses the Fund incurs, but only to the extent necessary to maintain the Fund's total annual operating expenses after fee waivers and/or reimbursement (exclusive of any Rule 12b-1 distribution and/or servicing fees, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, indirect expenses, expenses of other investment companies in which the Fund may invest, or extraordinary expenses such as litigation and inclusive of organizational costs incurred prior to the commencement of operations) at the amounts listed on Appendix A.
We further agree to waive all management fees from any subsidiary of a Fund, so long as the subsidiary is wholly-owned by the Fund.
This Expense Limitation Agreement may not be terminated by Compass Efficient Model Portfolios, LLC, but may be terminated by the Fund's Board of Trustees, on 60 days’ written notice to Compass Efficient Model Portfolios, LLC.
Any waiver or reimbursement by us is subject to repayment by the respective Fund within the three fiscal years following the fiscal year in which the expenses occurred, if the Fund is able to make the repayment without exceeding its current expense limitations and the repayment is approved by the Board of Trustees.
Very truly yours, Compass Efficient Model Portfolios, LLC
Xxxxxxx Xxxxxxx, Managing Partner |
Acceptance
The foregoing Expense Limitation Agreement is hereby accepted.
|
[ ], President |
Appendix A
Fund |
Expense Limit as a Percentage of the Average Daily Net Assets of the Fund |
Expiration Date |
Compass EMP U.S. Large Cap 500 Volatility Weighted Fund |
0.90% |
[ ], 2013 |
Compass EMP U.S. Small Cap 500 Volatility Weighted Fund |
1.00% |
[ ], 2013 |
Compass EMP International 500 Volatility Weighted Fund |
1.10% |
[ ], 2013 |
Compass EMP Emerging Market 500 Volatility Weighted Fund |
1.15% |
[ ], 2013 |
Compass EMP REIT Hedged Volatility Weighted Fund |
1.15% |
[ ], 2013 |
Compass EMP U.S. Equity Hedged Volatility Weighted Fund |
1.35% |
[ ], 2013 |
Compass EMP U.S. Equity Long/Short Fund |
1.35% |
[ ], 2013 |
Compass EMP International Equity Hedged Volatility Weighted Fund |
1.35% |
[ ], 2013 |
Compass EMP International Equity Long/Short Fund |
1.35% |
[ ], 2013 |
Compass EMP Commodity Long/Short Strategies Fund |
1.35% |
[ ], 2013 |
Compass EMP Commodity Strategies Volatility Weighted Fund |
1.15% |
[ ], 2013 |
Compass EMP Managed Futures Strategy Fund |
1.35% |
[ ], 2013 |
Compass EMP U.S. Hedged Bond Fund |
0.95% |
[ ], 2013 |
Compass EMP International Hedged Bond Fund |
0.90% |
[ ], 2013 |
Compass EMP U.S. Enhanced Bond Fund |
0.60% |
[ ], 2013 |
Compass EMP International Enhanced Bond Fund |
0.65% |
[ ], 2013 |
Compass EMP One Year Fixed Income Fund |
[ ]% |
[ ], 2013 |
706155.1
