0001104659-15-050122 Sample Contracts

FORM OF DISTRIBUTION AGREEMENT
Distribution 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”).

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COMPASS EMP FUNDS TRUST FIRST AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • July 7th, 2015 • Compass EMP Funds Trust

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”).

COMPASS EMP FUNDS TRUST FIRST AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • July 7th, 2015 • Compass EMP Funds Trust

THIS FIRST AMENDMENT dated as of July 1, 2015, to the Fund Administration Servicing 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. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“Fund Services”).

COMPASS EMP FUNDS TRUST FIRST AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • July 7th, 2015 • Compass EMP Funds Trust

THIS FIRST AMENDMENT dated as of July 1, 2015, to the Fund Accounting Servicing 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. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“Fund Services”).

COMPASS EMP FUNDS TRUST FIRST AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • July 7th, 2015 • Compass EMP Funds Trust

THIS FIRST AMENDMENT, dated as of July 1, 2015, to the Transfer Agent Servicing 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. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“Fund Services”).

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