0001104659-15-048077 Sample Contracts

INVESTMENT ADVISORY AGREEMENT between CEMPCSVWF FUND LIMITED and VICTORY CAPITAL MANAGEMENT INC.

Investment Advisory Agreement • June 26th, 2015 • Compass EMP Funds Trust • Delaware

• Contract Type
  Investment Advisory Agreement
• Filed
  June 26th, 2015
• Company
  Compass EMP Funds Trust
• Jurisdiction
  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”).

INVESTMENT ADVISORY AGREEMENT between COMPASS EMP FUNDS TRUST and VICTORY CAPITAL MANAGEMENT INC.

Compass EMP Funds Trust • June 26th, 2015 • Delaware

• Company
  Compass EMP Funds Trust
• Filed
  June 26th, 2015
• Jurisdiction
  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”).

EXPENSE LIMITATION AGREEMENT COMPASS EMP FUNDS TRUST

Expense Limitation Agreement • June 26th, 2015 • Compass EMP Funds Trust

• Contract Type
  Expense Limitation Agreement
• Filed
  June 26th, 2015
• Company
  Compass EMP Funds Trust

THIS AGREEMENT, effective as of May 1, 2015 by and between Victory Capital Management Inc. (the “Investment Adviser”) and Compass EMP Funds Trust, a Delaware statutory trust (the “Trust”), on behalf of each series portfolio listed on Schedule A hereto, (each a “Fund” and collectively the “Funds”) individually, and not jointly;