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”).
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.
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 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.
FORM OF TRANSFER AGENCY AGREEMENTTransfer Agency Agreement • October 28th, 2015 • 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 TO DISTRIBUTION AGREEMENT between COMPASS EMP FUNDS TRUST and VICTORY CAPITAL ADVISERS, INC.Distribution Agreement • October 28th, 2015 • Victory Portfolios II
AMENDMENT made as of the 19th day of August, 2015, between Compass EMP Funds Trust (the “Trust”) and Victory Capital Advisers, Inc. (“VCA”), to the Distribution Agreement dated May 21, 2015, between the Trust and VCA (as may have been previously amended and in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given them in the Agreement.
AMENDMENT No. 4 TO ADMINISTRATION AGREEMENT and FUND ACCOUNTING AGREEMENTAdministration and Fund Accounting Agreement • October 28th, 2015 • Victory Portfolios II
AMENDMENT made as of August 19th, 2015 to that certain to Administration and Fund Accounting Agreement entered into as of June 1, 2006, as amended (“Agreement”) by and between (i) The Victory Portfolios, The Victory Variable Insurance Funds, and Compass EMP Fund Trust, 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 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF COMPASS EMP FUNDS TRUST DATED AUGUST 19, 2015Amendment to Amended and Restated Agreement and Declaration of Trust • October 28th, 2015 • Victory Portfolios II
THIS AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF COMPASS EMP FUNDS TRUST, dated August 19, 2015, (the “Declaration of Trust”), is made as of October 21, 2015 in accordance with Article IX, Section 5 of the Declaration of Trust and reflects resolutions adopted by the Board of Trustees of Compass EMP Funds Trust on August 19, 2015.
The Victory Portfolios and Compass EMP Funds Trust Americas Global Window - Fee AgreementFee Agreement • October 28th, 2015 • Victory Portfolios II
This Fee Agreement should be read in conjunction with and consistent with the terms of the Global Custodial Services Agreement between The Victory Portfolios and Compass EMP Funds Trust and Citibank N.A. through its New York offices, dated and the terms of that agreement shall be deemed to apply to this Fee Agreement including the governing law specified in that agreement.
AMENDMENT 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, 2009, to that certain Administration and Fund Accounting Agreement entered into as of July 1, 2006 (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.
AMENDMENT NO. 3 TO THE ADMINISTRATION AND FUND ACCOUNTING AGREEMENTAdministration and Fund Accounting Agreement • October 28th, 2015 • Victory Portfolios II
AMENDMENT made as of May 21, 2015 to that certain to Administration and Fund Accounting Agreement entered into as of June 1, 2006, as amended (“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.
