Securities Act Registration No. 333- 181176

Investment Company Act Registration No. 811- 22696


SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ¨

ý

 

Pre-Effective Amendment No .1

¨

 

Post-Effective Amendment No.__

 

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 ¨

 

ý

 

Amendment No .1

 

(Check appropriate box or boxes.)

Compass EMP Funds Trust

(Exact Name of Registrant as Specified in Charter)


17605 Wright Street, Omaha, NE  68130

(Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, including Area Code: (402) 895-1600


The Corporation Trust Company

1209 Orange Street

Wilmington, DE 19801

(Name and Address of Agent for Service)


With copy to:

JoAnn M. Strasser, Thompson Hine LLP

41 South High Street, Suite 1700

Columbus, Ohio 43215

614-469-3265 (phone)

614-469-3361 (fax)



Approximate date of proposed public offering: As soon as practicable after the effective date of the Registration Statement.

It is proposed that this filing will become effective:

¨ Immediately upon filing pursuant to paragraph (b)

¨ On (date) pursuant to paragraph (b)

¨ 60 days after filing pursuant to paragraph (a)(1)

¨ On (date) pursuant to paragraph (a)(1)

¨ 75 days after filing pursuant to paragraph (a)(2)

¨ On (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

¨ This post-effective amendment designates a new effective date for a previously filed post-effective amendment.


The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.



[N1AA002.JPG]

[______], 2012


Prospectus


 


Class A

Class T

Class C

Class I

 

Compass EMP U.S. Large Cap 500 Volatility Weighted Fund

CFLAX

CFLTX

CFLCX

CFLIX

 

Compass EMP U.S. Small Cap 500 Volatility Weighted Fund

CHSAX

CHSTX

CHSCX

CHSIX

 

Compass EMP International 500 Volatility Weighted Fund

CTIAX

CTITX

CTICX

CTIIX

 

Compass EMP Emerging Market 500 Volatility Weighted Fund

CMKAX

CMKTX

CMKCX

CMKIX

 

Compass EMP U.S. REIT Hedged Volatility Weighted Fund

CWRAX

CWRTX

CWRCX

CWRIX

 

Compass EMP U.S. Equity Hedged Volatility Weighted Fund

CUHAX

CUHTX

CUHCX

CUHIX

 

Compass EMP U.S. Equity Long/Short Fund

CHLAX

CHLTX

CHLCX

CHLIX

 

Compass EMP International Equity Long/Short Fund

CILAX

CILTX

CILCX

CILIX

 

Compass EMP International Equity Hedged Volatility Weighted Fund

CVHAX

CVHTX

CVHCX

CVHIX

 

Compass EMP Commodity Long/Short Strategies Fund

CCNAX

CCNTX

CCNCX

CCNIX

 

Compass EMP Commodity Strategies Volatility Weighted Fund

CCOAX

CCOTX

CCOCX

CCOIX

 

Compass EMP Managed Futures Strategy Fund

CMHAX

CMHTX

CMHCX

CMHIX

 

Compass EMP U.S. Hedged Bond Fund

CBHAX

CBHTX

CBHCX

CBHIX

 

Compass EMP International Hedged Bond Fund

CBIAX

CBITX

CBICX

CBIIX

 

Compass EMP U.S. Enhanced Bond Fund

CEBAX

CEBTX

CEBCX

CEBIX

 

Compass EMP International Enhanced Bond Fund

CTEAX

CTETX

CTECX

CTEIX

 

Compass EMP Ultra Short-Term Fixed Income Fund

COFAX

n/a

n/a

COFIX


The information in this prospectus is not complete and may be changed.   We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.   This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.



This Prospectus provides important information about the Funds that you should know before investing.   Please Read it carefully and keep it for future reference.

The Securities and Exchange Commission has not approved or disapproved these securities or determined if this Prospectus is truthful or complete.   Any representation to the contrary is a criminal offense.








TABLE OF CONTENTS


Prospectus – [_________, 2012]

 

FUND SUMMARY—COMPASS EMP U.S. LARGE CAP 500 VOLATILITY WEIGHTED FUND

FUND SUMMARY—COMPASS EMP U.S. SMALL CAP 500 VOLATILITY WEIGHTED FUND

FUND SUMMARY—COMPASS EMP INTERNATIONAL 500 VOLATILITY WEIGHTED FUND

FUND SUMMARY—COMPASS EMP EMERGING MARKET 500 VOLATILITY WEIGHTED FUND

FUND SUMMARY—COMPASS EMP U.S. REIT HEDGED VOLATILITY WEIGHTED FUND

FUND SUMMARY—COMPASS EMP U.S. EQUITY HEDGED VOLATILITY WEIGHTED FUND

FUND SUMMARY—COMPASS EMP U.S. EQUITY LONG/SHORT FUND

FUND SUMMARY—COMPASS EMP INTERNATIONAL EQUITY LONG/SHORT FUND

FUND SUMMARY—COMPASS EMP INTERNATIONAL EQUITY HEDGED VOLATILITY WEIGHTED FUND

FUND SUMMARY—COMPASS EMP COMMODITY LONG/SHORT STRATEGIES FUND

FUND SUMMARY—COMPASS EMP COMMODITY STRATEGIES VOLATILITY WEIGHTED FUND

FUND SUMMARY—COMPASS EMP MANAGED FUTURES STRATEGY FUND

FUND SUMMARY—COMPASS EMP U.S. HEDGED BOND FUND

FUND SUMMARY—COMPASS EMP INTERNATIONAL HEDGED BOND FUND

FUND SUMMARY—COMPASS EMP U.S. ENHANCED BOND FUND

FUND SUMMARY—COMPASS EMP INTERNATIONAL ENHANCED BOND FUND

FUND SUMMARY—COMPASS EMP ULTRA SHORT-TERM FIXED INCOME FUND

ADDITIONAL INFORMATION ABOUT PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS

MANAGEMENT

HOW SHARES ARE PRICED

HOW TO PURCHASE SHARES

HOW TO REDEEM SHARES

FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES

TAX STATUS, DIVIDENDS AND DISTRIBUTIONS

DISTRIBUTION OF SHARES

FINANCIAL HIGHLIGHTS

PRIVACY NOTICE

 

 

FUND SUMMARY—COMPASS EMP U.S. LARGE CAP 500 VOLATILITY WEIGHTED FUND


Investment Objective:   The Fund seeks to provide investment results that match the performance of the CEMP U.S. Large Cap 500 Volatility Weighted Index before expenses.


Fees and Expenses of the Fund:   This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.   You may qualify for sales charge discounts on purchases of Class A or Class T shares if you and your family invest, or agree to invest in the future, at least $50,000 in the Compass EMP Funds.   More information about these and other discounts is available from your financial professional and in How to Buy Shares on page [_] of the Fund's Prospectus.

 

 

Shareholder Fees

(fees paid directly from your investment)

Class A

Class T

Class C

Class I

Maximum Sales Charge (Load) Imposed on Purchases

(as a percentage of offering price)

5.75%

3.50%

None

None

Wire Redemption Fee (per wire redemption; deducted directly from account)

$15.00

$15.00

$15.00

$15.00

 

 

 

 

 

Annual Fund Operating Expenses





(expenses that you pay each year as a

percentage of the value of your investment)





Management Fees

0.85%

0.85%

0.85%

0.85%

Distribution and/or Service (12b-1) Fees

0.25%

0.50%

1.00%

0.00%

Other Expenses (1)

XX%

XX%

XX%

XX%

Acquired Fund Fees and Expenses (1)

XX%

XX%

XX%

XX%

Total Annual Fund Operating Expenses

XX%

XX%

XX%

XX%

Fee Waivers and Expense Reimbursement (2)

XX%

XX%

XX%

XX%

Total Annual Fund Operating Expenses After Fee Waivers and Expense Reimbursement

[___]%

[___]%

[___]%

[___]%

(1)  Estimated for the current fiscal year.

(2)  The advisor has contractually agreed to waive its fees and reimburse expenses of the Fund, at least until [____], 2013 to ensure that Total Annual Fund Operating Expenses After Fee Waiver and Reimbursement (exclusive of any taxes, interest, brokerage commissions, acquired fund fees and expenses, 12b-1 distribution and/or servicing fees and extraordinary expenses, such as litigation or reorganization costs, and inclusive of organizational costs incurred prior to the commencement of operations) will not exceed 0. 95% for each class of shares of the Fund.   The agreement may be terminated only by the Fund's Board of Trustees on 60 days' written notice to the advisor.  


Example:   This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.   The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.   The Example also assumes that your investment has a 5% return each year and that each Fund's operating expenses remain the same.   Although your actual costs may be higher or lower, based upon these assumptions your costs would be:


Class

1 Year

3 Years

Class A

$[____]

$[____]

Class C

$[____]

$[____]

Class T

$[____]

$[____]

Class I

$[____]

$[____]



Portfolio Turnover:   The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).   A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.   These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance.  


Principal Investment Strategies  

The Fund seeks to achieve its investment objective by investing primarily in a portfolio of common stock of large capitalization companies that have their headquarters in the U.S. and the stock of which trades on a U.S. exchange.   The Fund seeks to track the returns of the CEMP U.S. Large Cap 500 Volatility Weighted Index (the " Index ") before expenses.  

The Index is an unmanaged index that generally consists of the common stock of the 500 largest companies that have their headquarters in the U.S. and the stock of which trades on U.S. exchanges by market capitalization with consistent positive earnings and weighted based on the volatility of each stock.   The Index may include less than 500 stocks depending on the number of companies meeting the Index's criteria. The Index is reconstituted every March and September and is adjusted to limit exposure to any particular sector to 25%.  

Under normal market conditions, the Fund invests at least 80% of its assets (defined as net assets plus any borrowing for investment purposes) in the stocks included in the Index as of its most recent reconstitution .  

Principal Risks of Investing in the Fund


As with any mutual fund, there is no guarantee that the Fund will achieve its goal.   The Fund's returns will vary and you could lose money on your investment in the Fund.   The Fund is not intended to be a complete investment program.



·

Limited History of Operations.   The Fund is a new mutual fund and has a limited history of operation.  


·

Management Risk.   The Advisor's asset selection methodology may produce incorrect judgments about the value a particular asset and may not produce the desired results.  


·

Stock Market Risk. Overall stock market risks may affect the value of the Fund. Factors such as domestic economic growth and market conditions, interest rate levels and political events affect the securities markets.


·

Tracking Risks. The Fund may not be able to replicate exactly the performance of the Index because of transaction costs incurred by the Fund in adjusting the actual balance of the investments in the Fund's portfolio.


Performance:


Because the Fund has less than a full calendar year of investment operations, no performance information is presented for the Fund at this time.   In the future, performance information will be presented in this section of this Prospectus.   Also, shareholder reports containing financial and performance information will be mailed to shareholders semi-annually.   Updated performance information is available by calling 1- 888-944-4367.


Advisor: Compass Efficient Model Portfolios, LLC, also known as Compass EMP, is the Fund's investment advisor (the " Advisor ").


Portfolio Managers:   Stephen Hammers, David Hallum, Dan Banaszak and David Moore serve as the Fund's Portfolio Management Team.  


Purchase and Sale of Fund Shares:   The minimum initial investment in the Fund is $2,500 for Class A, Class C and Class T shares and $100,000 for Class I shares.   The minimum subsequent investment in each share class is $50.   You may purchase and redeem shares of the Fund on any day that the New York Stock Exchange is open. Redemption requests may be made in writing, by telephone or through a financial intermediary and will be paid by check or wire transfer.


Tax Information:   Dividends and capital gain distributions you receive from the Fund, whether you reinvest your distributions in additional Fund shares or receive them in cash, are taxable to you at either ordinary income or capital gains tax rates unless you are investing through a tax-deferred plan such as an IRA or a 401(k) plan.   If you are investing in a tax-free plan, distributions may be taxable upon withdrawal from the plan.

 

Payment to Broker-Dealers and Other Financial Intermediaries:   If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary's website for more information.





FUND SUMMARY—COMPASS EMP U.S. SMALL CAP 500 VOLATILITY WEIGHTED FUND


Investment Objective:   The Fund seeks to provide investment results that match the performance of the CEMP U.S. Small Cap 500 Volatility Weighted Index before expenses.


Fees and Expenses of the Fund:   This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.   You may qualify for sales charge discounts on purchases of Class A or Class T shares if you and your family invest, or agree to invest in the future, at least $50,000 in the Compass EMP Funds.   More information about these and other discounts is available from your financial professional and in How to Buy Shares on page [____] of the Fund's Prospectus.

 

Shareholder Fees

(fees paid directly from your investment)

Class A

Class T

Class C

Class I

Maximum Sales Charge (Load) Imposed on Purchases

(as a percentage of offering price)

5.75%

3.50%

None

None

Wire Redemption Fee (per wire redemption; deducted directly from account)

$15.00

$15.00

$15.00

$15.00

 

 

 

 

 

Annual Fund Operating Expenses

 

 

 

 

(expenses that you pay each year as a

percentage of the value of your investment)

 

 

 

 

Management Fees

0.90%

0.90%

0.90%

0.90%

Distribution and/or Service (12b-1) Fees

0.25%

0.50%

1.00%

0.00%

Other Expenses (1)

XX%

XX%

XX%

XX%

Acquired Fund Fees and Expenses (1)

XX%

XX%

XX%

XX%

Total Annual Fund Operating Expenses

XX%

XX%

XX%

XX%

Fee Waivers and Expense Reimbursement (2)

XX%

XX%

XX%

XX%

Total Annual Fund Operating Expenses After Fee Waivers and Expense Reimbursement

[___]%

[___]%

[___]%

[___]%

(1)

Estimated for the current fiscal year.

(2)

The advisor has contractually agreed to waive its fees and reimburse expenses of the Fund, at least until [____], 2013 to ensure that Total Annual Fund Operating Expenses After Fee Waiver and Reimbursement (exclusive of any taxes, interest, brokerage commissions, acquired fund fees and expenses, 12b-1 distribution and/or servicing fees and extraordinary expenses, such as litigation or reorganization costs, and inclusive of organizational costs incurred prior to the commencement of operations) will not exceed 1.00 % for each class of shares of the Fund.   The agreement may be terminated only by the Fund's Board of Trustees on 60 days' written notice to the advisor.  


Example:   This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.   The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.   The Example also assumes that your investment has a 5% return each year and that each Fund's operating expenses remain the same.   Although your actual costs may be higher or lower, based upon these assumptions your costs would be:


Class

1 Year

3 Years

Class A

$[____]

$[____]

Class C

$[____]

$[____]

Class T

$[____]

$[____]

Class I

$[____]

$[____]


 




 


Portfolio Turnover:   The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).   A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.   These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance.  


Principal Investment Strategies  

The Fund seeks to achieve its investment objective by investing primarily in a portfolio of common stock of small capitalization companies that have their headquarters in the U.S. and the stock of which trades on a U.S. Exchange.   The Fund seeks to track the returns of the CEMP U.S. Small Cap 500 Volatility Weighted Index (the " Index ") before expenses.  

The Index is an unmanaged index that generally consists of the common stock of the 500 largest companies by market capitalization that have their headquarters in the U.S., market capitalizations of less than $3 billion, and the stock of which trades on a U.S. exchange.   The Index includes only companies with consistent positive earnings and is weighted based on the volatility of each stock.   The Index may include less than 500 stocks depending on the number of companies meeting the Index's criteria. The Index is reconstituted every March and September and is adjusted to limit exposure to any particular sector to 25%.  

Under normal market conditions, the Fund invests at least 80% of its assets (defined as net assets plus any borrowing for investment purposes) in the stocks included in the Index as of its most recent reconstitution .  

Principal Risks of Investing in the Fund


As with any mutual fund, there is no guarantee that the Fund will achieve its goal.   The Fund's returns will vary and you could lose money on your investment in the Fund.   The Fund is not intended to be a complete investment program.


·

Limited History of Operations.   The Fund is a new mutual fund and has a limited history of operation.  


·

Management Risk.   The Advisor's asset selection methodology may produce incorrect judgments about the value a particular asset and may not produce the desired results.  


·

Smaller Capitalization Stock Risk.   The earnings and prospects of smaller-sized companies are more volatile than larger companies and may experience higher failure rates than larger companies.   Smaller-sized companies normally have a lower trading volume than larger companies, which may tend to make their market price fall more disproportionately than larger companies in response to selling pressures and may have limited markets, product lines, or financial resources and lack management experience.


·

Stock Market Risk. Overall stock market risks may affect the value of the Fund. Factors such as domestic economic growth and market conditions, interest rate levels and political events affect the securities markets.


·

Tracking Risks. The Fund may not be able to replicate exactly the performance of the Index because of transaction costs incurred by the Fund in adjusting the actual balance of the investments in the Fund's portfolio.


Performance:


Because the Fund has less than a full calendar year of investment operations, no performance information is presented for the Fund at this time.   In the future, performance information will be presented in this section of this Prospectus.   Also, shareholder reports containing financial and performance information will be mailed to shareholders semi-annually.   Updated performance information is available by calling 1- 888-944-4367.


Advisor: Compass Efficient Model Portfolios, LLC, also known as Compass EMP, is the Fund's investment advisor (the " Advisor ").


Portfolio Managers:   Stephen Hammers, David Hallum, Dan Banaszak and David Moore serve as the Fund's Portfolio Management Team.  


Purchase and Sale of Fund Shares:   The minimum initial investment in the Fund is $2,500 for Class A, Class C and Class T shares and $100,000 for Class I shares.   The minimum subsequent investment in each share class is $50.   You may purchase and redeem shares of the Fund on any day that the New York Stock Exchange is open. Redemption requests may be made in writing, by telephone or through a financial intermediary and will be paid by check or wire transfer.


Tax Information:   Dividends and capital gain distributions you receive from the Fund, whether you reinvest your distributions in additional Fund shares or receive them in cash, are taxable to you at either ordinary income or capital gains tax rates unless you are investing through a tax-deferred plan such as an IRA or a 401(k) plan.   If you are investing in a tax-free plan, distributions may be taxable upon withdrawal from the plan.

 

Payment to Broker-Dealers and Other Financial Intermediaries:   If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary's website for more information.





FUND SUMMARY—COMPASS EMP INTERNATIONAL 500 VOLATILITY WEIGHTED FUND


Investment Objective:   The Fund seeks to provide investment results that match the performance of the CEMP International 500 Volatility Weighted Index before expenses.


Fees and Expenses of the Fund:   This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.   You may qualify for sales charge discounts on purchases of Class A or Class T shares if you and your family invest, or agree to invest in the future, at least $50,000 in the Compass EMP Funds.   More information about these and other discounts is available from your financial professional and in How to Buy Shares on page [____] of the Fund's Prospectus.



Shareholder Fees

(fees paid directly from your investment)

Class A

Class T

Class C

Class I

Maximum Sales Charge (Load) Imposed on Purchases

(as a percentage of offering price)

5.75%

3.50%

None

None

Wire Redemption Fee (per wire redemption; deducted directly from account)

$15.00

$15.00

$15.00

$15.00

 

 

 

 

 

Annual Fund Operating Expenses

 

 

 

 

(expenses that you pay each year as a

percentage of the value of your investment)

 

 

 

 

Management Fees

1.00%

1.00%

1.00%

1.00%

Distribution and/or Service (12b-1) Fees

0.25%

0.50%

1.00%

0.00%

Other Expenses (1)

XX%

XX%

XX%

XX%

Acquired Fund Fees and Expenses (1)

XX%

XX%

XX%

XX%

Total Annual Fund Operating Expenses

XX%

XX%

XX%

XX%

Fee Waivers and Expense Reimbursement (2)

XX%

XX%

XX%

XX%

Total Annual Fund Operating Expenses After Fee Waivers and Expense Reimbursement

[___]%

[___]%

[___]%

[___]%

(1)

Estimated for the current fiscal year.

(2)

The advisor has contractually agreed to waive its fees and reimburse expenses of the Fund, at least until [____], 2013 to ensure that Total Annual Fund Operating Expenses After Fee Waiver and Reimbursement (exclusive of any taxes, interest, brokerage commissions, acquired fund fees and expenses, 12b-1 distribution and/or servicing fees and extraordinary expenses, such as litigation or reorganization costs, and inclusive of organizational costs incurred prior to the commencement of operations) will not exceed 1. 15% for each class of shares of the Fund.   The agreement may be terminated only by the Fund's Board of Trustees on 60 days' written notice to the advisor.  


Example:   This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.   The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.   The Example also assumes that your investment has a 5% return each year and that each Fund's operating expenses remain the same.   Although your actual costs may be higher or lower, based upon these assumptions your costs would be:


Class

1 Year

3 Years

Class A

$[____]

$[____]

Class C

$[____]

$[____]

Class T

$[____]

$[____]

Class I

$[____]

$[____]


 




 


Portfolio Turnover:   The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).   A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.   These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance.  


Principal Investment Strategies  

The Fund seeks to achieve its investment objective by investing primarily in a portfolio of common stock of companies that have their headquarters in a developed country (other than the U.S. and emerging markets) and the stock of which trades on an exchange in a developed country (other than the U.S. and emerging markets).   The Fund seeks to track the returns of the CEMP International 500 Volatility Weighted Index (the " Index ") before expenses.  

The Index is an unmanaged index that generally consists of the common stock of the 500 largest companies by market capitalization that have their headquarters in a developed country (excluding the U.S. and emerging markets) and the stock of which trades on an exchange in a developed country (other than the U.S. and emerging markets).  Emerging markets are generally those with a less-developed economy and per-capital income significantly lower than the U.S.   The Index includes only those companies with consistent positive earnings and is weighted based on the volatility of each stock.   The Index may include less than 500 stocks depending on the number of companies meeting the Index's criteria. The Index is reconstituted every March and September and is adjusted to limit exposure to any particular country to 20%.  

Under normal market conditions, the Fund invests at least 80% of its assets (defined as net assets plus any borrowing for investment purposes) in the stocks included in the Index as of its most recent reconstitution .  

Principal Risks of Investing in the Fund


As with any mutual fund, there is no guarantee that the Fund will achieve its goal.   The Fund's returns will vary and you could lose money on your investment in the Fund.   The Fund is not intended to be a complete investment program.


·

Currency Risk.   The Fund's net asset value could decline as a result of changes in the exchange rates between foreign currencies and the U.S. dollar. Additionally, certain foreign countries may impose restrictions on the ability of issuers of foreign securities to make payment of principal and interest to investors located outside the country, due to blockage of foreign currency exchanges or otherwise.  


·

Foreign Exposure Risk. Special risks associated with investments in foreign markets may include less liquidity, greater volatility, less developed or less efficient trading markets, lack of comprehensive company information, political instability and differing auditing and legal standards.


·

Limited History of Operations.   The Fund is a new mutual fund and has a limited history of operation.  


·

Management Risk.   The Advisor's asset selection methodology may produce incorrect judgments about the value a particular asset and may not produce the desired results.  


·

Stock Market Risk.   Overall stock market risks may affect the value of the Fund. Factors such as domestic economic growth and market conditions, interest rate levels and political events affect the securities markets.


·

Tracking Risks.   The Fund may not be able to replicate exactly the performance of the Index because of transaction costs incurred by the Fund in adjusting the actual balance of the investments in the Fund's portfolio.


Performance:


Because the Fund has less than a full calendar year of investment operations, no performance information is presented for the Fund at this time.   In the future, performance information will be presented in this section of this Prospectus.   Also, shareholder reports containing financial and performance information will be mailed to shareholders semi-annually.   Updated performance information is available by calling 1- 888-944-4367.


Advisor: Compass Efficient Model Portfolios, LLC, also known as Compass EMP, is the Fund's investment advisor (the " Advisor ").


Portfolio Managers:   Stephen Hammers, David Hallum, Dan Banaszak and David Moore serve as the Fund's Portfolio Management Team.  


Purchase and Sale of Fund Shares:   The minimum initial investment in the Fund is $2,500 for Class A, Class C and Class T shares and $100,000 for Class I shares.   The minimum subsequent investment in each share class is $50.   You may purchase and redeem shares of the Fund on any day that the New York Stock Exchange is open.   Redemption requests may be made in writing, by telephone or through a financial intermediary and will be paid by check or wire transfer.


Tax Information:   Dividends and capital gain distributions you receive from the Fund, whether you reinvest your distributions in additional Fund shares or receive them in cash, are taxable to you at either ordinary income or capital gains tax rates unless you are investing through a tax-deferred plan such as an IRA or a 401(k) plan.   If you are investing in a tax-free plan, distributions may be taxable upon withdrawal from the plan.

Payment to Broker-Dealers and Other Financial Intermediaries:   If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary's website for more information.




FUND SUMMARY—COMPASS EMP EMERGING MARKET 500 VOLATILITY WEIGHTED FUND


Investment Objective:   The Fund seeks to provide investment results that match the performance of the CEMP Emerging Market 500 Volatility Weighted Index before expenses.


Fees and Expenses of the Fund:   This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.   You may qualify for sales charge discounts on purchases of Class A or Class T shares if you and your family invest, or agree to invest in the future, at least $50,000 in the Compass EMP Funds.   More information about these and other discounts is available from your financial professional and in How to Buy Shares on page [____] of the Fund's Prospectus.





Shareholder Fees

(fees paid directly from your investment)

Class A

Class T

Class C

Class I

Maximum Sales Charge (Load) Imposed on Purchases

(as a percentage of offering price)

5.75%

3.50%

None

None

Wire Redemption Fee (per wire redemption; deducted directly from account)

$15.00

$15.00

$15.00

$15.00

 

 

 

 

 

Annual Fund Operating Expenses

 

 

 

 

(expenses that you pay each year as a

percentage of the value of your investment)

 

 

 

 

Management Fees

1.05%

1.05%

1.05%

1.05%

Distribution and/or Service (12b-1) Fees

0.25%

0.50%

1.00%

0.00%

Other Expenses (1)

XX%

XX%

XX%

XX%

Acquired Fund Fees and Expenses (1)

XX%

XX%

XX%

XX%

Total Annual Fund Operating Expenses

XX%

XX%

XX%

XX%

Fee Waivers and Expense Reimbursement (2)

XX%

XX%

XX%

XX%

Total Annual Fund Operating Expenses After Fee Waivers and Expense Reimbursement

[___]%

[___]%

[___]%

[___]%

(1)

Estimated for the current fiscal year.

(2)

The advisor has contractually agreed to waive its fees and reimburse expenses of the Fund, at least until [____], 2013 to ensure that Total Annual Fund Operating Expenses After Fee Waiver and Reimbursement (exclusive of any taxes, interest, brokerage commissions, acquired fund fees and expenses, 12b-1 distribution and/or servicing fees and extraordinary expenses, such as litigation or reorganization costs, and inclusive of organizational costs incurred prior to the commencement of operations) will not exceed 1. 20% for each class of shares of the Fund.   The agreement may be terminated only by the Fund's Board of Trustees on 60 days' written notice to the advisor.  


Example:   This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.   The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.   The Example also assumes that your investment has a 5% return each year and that each Fund's operating expenses remain the same.   Although your actual costs may be higher or lower, based upon these assumptions your costs would be:


Class

1 Year

3 Years

Class A

$[____]

$[____]

Class C

$[____]

$[____]

Class T

$[____]

$[____]

Class I

$[____]

$[____]


 




 


Portfolio Turnover:   The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).   A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.   These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance.  


Principal Investment Strategies  

The Fund seeks to achieve its investment objective by investing primarily in a portfolio of common stock of companies that have their headquarters in emerging markets countries and the stock of which trades on an exchange in an emerging market country to track the returns of the CEMP Emerging Market 500 Volatility Weighted Index (the " Index ") before expenses.  Emerging markets are generally those with a less-developed economy and per-capital income significantly lower than the U.S.  

The Index is an unmanaged index that generally consists of the common stock of the 500 largest companies by market capitalization that have their headquarters in emerging markets countries and the stock of which trades on an exchange in an emerging markets country.   The Index includes only those companies with consistent positive earnings and is weighted based on the volatility of each stock.   The Index may include less than 500 stocks depending on the number of companies meeting the Index's criteria. The Index is reconstituted every March and September and is adjusted to limit exposure to any particular country to 20%.  

Under normal market conditions, the Fund invests at least 80% of its assets (defined as net assets plus any borrowing for investment purposes) in the stocks included in the Index as of its most recent reconstitution .  

Principal Risks of Investing in the Fund


As with any mutual fund, there is no guarantee that the Fund will achieve its goal.   The Fund's returns will vary and you could lose money on your investment in the Fund.   The Fund is not intended to be a complete investment program.


·

Currency Risk.   The Fund's net asset value could decline as a result of changes in the exchange rates between foreign currencies and the U.S. dollar. Additionally, certain foreign countries may impose restrictions on the ability of issuers of foreign securities to make payment of principal and interest to investors located outside the country, due to blockage of foreign currency exchanges or otherwise.  


·

Emerging Markets Risks.   Emerging market countries may have relatively unstable governments, weaker economies, and less-developed legal systems which do not protect securities holders.   Emerging market economies may be based on only a few industries and security issuers may be more susceptible to economic weakness and more likely to default.   Emerging market securities also tend to be less liquid.


·

Foreign Exposure Risk. Special risks associated with investments in foreign markets may include less liquidity, greater volatility, less developed or less efficient trading markets, lack of comprehensive company information, political instability and differing auditing and legal standards.


·

Limited History of Operations.   The Fund is a new mutual fund and has a limited history of operation.  



·

Liquidity Risk.  Liquidity risk exists when particular investments of the Fund would be difficult to purchase or sell, possibly preventing the Fund from selling such illiquid securities at an advantageous time or price, or possibly requiring the Fund to dispose of other investments at unfavorable times or prices in order to satisfy its obligations.


·

Management Risk.   The Advisor's asset selection methodology may produce incorrect judgments about the value a particular asset and may not produce the desired results.  


·

Stock Market Risk. Overall stock market risks may affect the value of the Fund. Factors such as domestic economic growth and market conditions, interest rate levels and political events affect the securities markets.


·

Tracking Risks. The Fund may not be able to replicate exactly the performance of the Index because of transaction costs incurred by the Fund in adjusting the actual balance of the investments in the Fund's portfolio.




Performance:


Because the Fund has less than a full calendar year of investment operations, no performance information is presented for the Fund at this time.   In the future, performance information will be presented in this section of this Prospectus.   Also, shareholder reports containing financial and performance information will be mailed to shareholders semi-annually.   Updated performance information is available by calling 1- 888-944-4367.


Advisor: Compass Efficient Model Portfolios, LLC, also known as Compass EMP, is the Fund's investment advisor (the " Advisor ").


Portfolio Managers:   Stephen Hammers, David Hallum, Dan Banaszak and David Moore serve as the Fund's Portfolio Management Team.  


Purchase and Sale of Fund Shares:   The minimum initial investment in the Fund is $2,500 for Class A, Class C and Class T shares and $100,000 for Class I shares.   The minimum subsequent investment in each share class is $ 50 .   You may purchase and redeem shares of the Fund on any day that the New York Stock Exchange is open.   Redemption requests may be made in writing, by telephone or through a financial intermediary and will be paid by check or wire transfer.


Tax Information:   Dividends and capital gain distributions you receive from the Fund, whether you reinvest your distributions in additional Fund shares or receive them in cash, are taxable to you at either ordinary income or capital gains tax rates unless you are investing through a tax-deferred plan such as an IRA or a 401(k) plan.   If you are investing in a tax-free plan, distributions may be taxable upon withdrawal from the plan.

Payment to Broker-Dealers and Other Financial Intermediaries:   If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment.   Ask your salesperson or visit your financial intermediary's website for more information.






FUND SUMMARY—COMPASS EMP U.S. REIT HEDGED VOLATILITY WEIGHTED FUND


Investment Objective:   The Fund seeks to provide investment results that match the performance of the CEMP REIT Hedged Volatility Weighted Index before expenses.


Fees and Expenses of the Fund:   This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.   You may qualify for sales charge discounts on purchases of Class A or Class T shares if you and your family invest, or agree to invest in the future, at least $50,000 in the Compass EMP Funds.   More information about these and other discounts is available from your financial professional and in How to Buy Shares on page [_] of the Fund's Prospectus.



Shareholder Fees

(fees paid directly from your investment)

Class A

Class T

Class C

Class I

Maximum Sales Charge (Load) Imposed on Purchases

(as a percentage of offering price)

5.75%

3.50%

None

None

Wire Redemption Fee (per wire redemption; deducted directly from account)

$15.00

$15.00

$15.00

$15.00

 

 

 

 

 

Annual Fund Operating Expenses

 

 

 

 

(expenses that you pay each year as a

percentage of the value of your investment)

 

 

 

 

Management Fees

1.05%

1.05%

1.05%

1.05%

Distribution and/or Service (12b-1) Fees

0.25%

0.50%

1.00%

0.00%

Other Expenses (1)

XX%

XX%

XX%

XX%

Acquired Fund Fees and Expenses (1)

XX%

XX%

XX%

XX%

Total Annual Fund Operating Expenses

XX%

XX%

XX%

XX%

Fee Waivers and Expense Reimbursement (2)

XX%

XX%

XX%

XX%

Total Annual Fund Operating Expenses After Fee Waivers and Expense Reimbursement

[____]%

[____]%

[____]%

[____]%

(1)

Estimated for the current fiscal year.

(2)

The advisor has contractually agreed to waive its fees and reimburse expenses of the Fund, at least until [____], 2013 to ensure that Total Annual Fund Operating Expenses After Fee Waiver and Reimbursement (exclusive of any taxes, interest, brokerage commissions, acquired fund fees and expenses, 12b-1 distribution and/or servicing fees and extraordinary expenses, such as litigation or reorganization costs, and inclusive of organizational costs incurred prior to the commencement of operations) will not exceed 1.15 % for each class of shares of the Fund.   The agreement may be terminated only by the Fund's Board of Trustees on 60 days' written notice to the advisor.  

 

Example:   This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.   The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.   The Example also assumes that your investment has a 5% return each year and that each Fund's operating expenses remain the same.   Although your actual costs may be higher or lower, based upon these assumptions your costs would be:


Class

1 Year

3 Years

Class A

$[____]

$[____]

Class C

$[____]

$[____]

Class T

$[____]

$[____]

Class I

$[____]

$[____]

 

Portfolio Turnover:   The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).   A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.   These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance.  


Principal Investment Strategies  

The Fund seeks to achieve its investment objective by investing primarily in a portfolio of common stock of real estate investment trusts (" REITs ") that are traded on a U.S. exchange.   The Fund seeks to track the returns of the CEMP REIT Hedged Volatility Weighted Index (the " Index ") before expenses.  

The Index is an unmanaged index that generally consists of the common stock of the 100 largest REITs by market capitalization that trade on a U.S. exchange with consistent positive earnings and weighted based on the volatility of each stock.   The Index may include less than 100 stocks depending on the number of companies meeting the Index's criteria.   The Index seeks to limit risk during unfavorable (non-normal) market conditions by reducing its exposure to the market.   During a period of market decline, the Index's exposure to the market may be as low as 25% depending on the magnitude and duration of such decline.   The Index's REIT component is reconstituted every March and September.

Under normal market conditions, the Fund invests at least 80% of its assets (defined as net assets plus any borrowing for investment purposes) in the stocks included in the Index as of its most recent reconstitution .  

Principal Risks of Investing in the Fund


As with any mutual fund, there is no guarantee that the Fund will achieve its goal.   The Fund's returns will vary and you could lose money on your investment in the Fund.   The Fund is not intended to be a complete investment program.


·

Limited History of Operations.   The Fund is a new mutual fund and has a limited history of operation.  


·

Management Risk.   The Advisor's asset selection methodology may produce incorrect judgments about the value a particular asset and may not produce the desired results.  


·

Real Estate Risk. The value of real estate investments are subject to the risks of the real estate market as a whole, such as taxation, regulations and economic and political factors that negatively impact the real estate market. These may include decreases in real estate values, overbuilding, increases in operating costs, interest rates and property taxes.


·

REIT Risk.  The value of securities issued by a REIT may be affected by changes in the value of the underlying property owned by the REITs and the value of mortgage REITs may be affected by the quality of loan assets. Investment in REITs involves risks similar to those associated with investing in small capitalization companies, and REITs (especially mortgage REITs) are subject to interest rate risks.  Because REITs incur expenses like management fees, investments in REITs also add an additional layer of expenses.


·

Stock Market Risk. Overall stock market risks may affect the value of the Fund. Factors such as domestic economic growth and market conditions, interest rate levels and political events affect the securities markets.


·

Tracking Risks. The Fund may not be able to replicate exactly the performance of the Index because of transaction costs incurred by the Fund in adjusting the actual balance of the investments in the Fund's portfolio.


Performance:


Because the Fund has less than a full calendar year of investment operations, no performance information is presented for the Fund at this time.   In the future, performance information will be presented in this section of this Prospectus.   Also, shareholder reports containing financial and performance information will be mailed to shareholders semi-annually.   Updated performance information is available by calling 1- 888-944-4367.


Adviser: Compass Efficient Model Portfolios, LLC, also known as Compass EMP, is the Fund's investment Advisor (the " Advisor ").


Portfolio Managers:   Stephen Hammers, David Hallum, William Webb and David Moore serve as the Fund's Portfolio Management Team.  


Purchase and Sale of Fund Shares:   The minimum initial investment in the Fund is $2,500 for Class A, Class C and Class T shares and $100,000 for Class I shares.   The minimum subsequent investment in each share class is $50.    You may purchase and redeem shares of the Fund on any day that the New York Stock Exchange is open.  Redemption requests may be made in writing, by telephone or through a financial intermediary and will be paid by check or wire transfer.


Tax Information:   Dividends and capital gain distributions you receive from the Fund, whether you reinvest your distributions in additional Fund shares or receive them in cash, are taxable to you at either ordinary income or capital gains tax rates unless you are investing through a tax-deferred plan such as an IRA or a 401(k) plan.   If you are investing in a tax-free plan, distributions may be taxable upon withdrawal from the plan.

Payment to Broker-Dealers and Other Financial Intermediaries:   If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment.   Ask your salesperson or visit your financial intermediary's website for more information.


FUND SUMMARY—COMPASS EMP U.S. EQUITY HEDGED VOLATILITY WEIGHTED FUND


Investment Objective:   The Fund seeks to provide investment results that match the performance of the CEMP U.S. Equity Hedged Volatility Weighted Index before expenses.


Fees and Expenses of the Fund:   This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.   You may qualify for sales charge discounts on purchases of Class A or Class T shares if you and your family invest, or agree to invest in the future, at least $50,000 in the Compass EMP Funds.   More information about these and other discounts is available from your financial professional and in How to Buy Shares on page [____] of the Fund's Prospectus.


Shareholder Fees

(fees paid directly from your investment)

Class A

Class T

Class C

Class I

Maximum Sales Charge (Load) Imposed on Purchases

(as a percentage of offering price)

5.75%

3.50%

None

None

Wire Redemption Fee (per wire redemption; deducted directly from account)

$15.00

$15.00

$15.00

$15.00

 

 

 

 

 

Annual Fund Operating Expenses

 

 

 

 

(expenses that you pay each year as a

percentage of the value of your investment)

 

 

 

 

Management Fees

1.25%

1.25%

1.25%

1.25%

Distribution and/or Service (12b-1) Fees

0.25%

0.50%

1.00%

0.00%

Other Expenses (1)

XX%

XX%

XX%

XX%

Acquired Fund Fees and Expenses (1)

XX%

XX%

XX%

XX%

Total Annual Fund Operating Expenses

XX%

XX%

XX%

XX%

Fee Waivers and Expense Reimbursement (2)

XX%

XX%

XX%

XX%

Total Annual Fund Operating Expenses After Fee Waivers and Expense Reimbursement

[___]%

[___]%

[___]%

[___]%

(1)

Estimated for the current fiscal year.

(2)

The advisor has contractually agreed to waive its fees and reimburse expenses of the Fund, at least until [____], 2013 to ensure that Total Annual Fund Operating Expenses After Fee Waiver and Reimbursement (exclusive of any taxes, interest, brokerage commissions, acquired fund fees and expenses, 12b-1 distribution and/or servicing fees and extraordinary expenses, such as litigation or reorganization costs, and inclusive of organizational costs incurred prior to the commencement of operations) will not exceed 1.35 % for each class of shares of the Fund.   The agreement may be terminated only by the Fund's Board of Trustees on 60 days' written notice to the advisor.  


Example:   This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.   The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.   The Example also assumes that your investment has a 5% return each year and that each Fund's operating expenses remain the same.   Although your actual costs may be higher or lower, based upon these assumptions your costs would be:


Class

1 Year

3 Years

Class A

$[____]

$[____]

Class C

$[____]

$[____]

Class T

$[____]

$[____]

Class I

$[____]

$[____]


Portfolio Turnover:   The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).   A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.   These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance.  


Principal Investment Strategies  

The Fund seeks to achieve its investment objective by investing primarily in a portfolio of common stocks of large capitalization companies that have their headquarters in the U.S. and the stock of which trades on a U.S. exchange.   The Fund seeks to track the returns of the CEMP U.S. Equity Hedged Volatility Weighted Index (the " Index ") before expenses.  

The Index is an unmanaged index that generally consists of the common stock of the 500 largest companies that have their headquarters in the U.S. and the stock of which trades on U.S. exchanges by market capitalization with consistent positive earnings and weighted based on the volatility of each stock.   The Index may include less than 500 stocks depending on the number of companies meeting the Index's criteria.   The Index seeks to limit risk during unfavorable market conditions by reducing its exposure to the market.   During a period of market decline (non-normal market conditions), the Index's exposure to the market may be as low as 25% depending on the magnitude and duration of such decline.   The Index's large cap component is reconstituted every March and September.   When the Index's exposure to the market is less than 100%, the uninvested assets will be invested in short term fixed income securities.

Under normal market conditions, the Fund invests at least 80% of its assets (defined as net assets plus any borrowing for investment purposes) in the stocks included in the Index as of its most recent reconstitution .  

Principal Risks of Investing in the Fund


As with any mutual fund, there is no guarantee that the Fund will achieve its goal.   The Fund's returns will vary and you could lose money on your investment in the Fund.   The Fund is not intended to be a complete investment program.


·

Limited History of Operations.   The Fund is a new mutual fund and has a limited history of operation.  


·

Management Risk.  The Advisor's asset selection methodology may produce incorrect judgments about the value a particular asset and may not produce the desired results.  


·

Stock Market Risk. Overall stock market risks may affect the value of the Fund. Factors such as domestic economic growth and market conditions, interest rate levels and political events affect the securities markets.


·

Tracking Risks. The Fund may not be able to replicate exactly the performance of the Index because of transaction costs incurred by the Fund in adjusting the actual balance of the investments in the Fund's portfolio.


Performance:


Because the Fund has less than a full calendar year of investment operations, no performance information is presented for the Fund at this time.   In the future, performance information will be presented in this section of this Prospectus.   Also, shareholder reports containing financial and performance information will be mailed to shareholders semi-annually.   Updated performance information is available by calling 1- 888-944-4367.


Advisor: Compass Efficient Model Portfolios, LLC, also known as Compass EMP, is the Fund's investment advisor (the " Advisor ").


Portfolio Managers:   Stephen Hammers, David Hallum, Dan Banaszak and David Moore serve as the Fund's Portfolio Management Team.  


Purchase and Sale of Fund Shares:   The minimum initial investment in the Fund is $2,500 for Class A, Class C and Class T shares and $100,000 for Class I shares.   The minimum subsequent investment in each share class is $[50].   There is no minimum initial investment for retirement accounts.   You may purchase and redeem shares of the Fund on any day that the New York Stock Exchange is open. Redemption requests may be made in writing, by telephone or through a financial intermediary and will be paid by check or wire transfer.



 


Tax Information:  




Dividends and capital gain distributions you receive from the Fund, whether you reinvest your distributions in additional Fund shares or receive them in cash, are taxable to you at either ordinary income or capital gains tax rates unless you are investing through a tax-deferred plan such as an IRA or a 401(k) plan.   If you are investing in a tax-free plan, distributions may be taxable upon withdrawal from the plan.

Payment to Broker-Dealers and Other Financial Intermediaries:   If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary's website for more information.


FUND SUMMARY—COMPASS EMP U.S. EQUITY LONG/SHORT FUND


Investment Objective:   The Fund's objective is capital appreciation .


Fees and Expenses of the Fund:   This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.  You may qualify for sales charge discounts on purchases of Class A or Class T shares if you and your family invest, or agree to invest in the future, at least $50,000 in the Compass EMP Funds.   More information about these and other discounts is available from your financial professional and in How to Buy Shares on page [_] of the Fund's Prospectus.

 

Shareholder Fees

(fees paid directly from your investment)

Class A

Class T

Class C

Class I

Maximum Sales Charge (Load) Imposed on Purchases

(as a percentage of offering price)

5.75%

3.50%

None

None

Wire Redemption Fee (per wire redemption; deducted directly from account)

$15.00

$15.00

$15.00

$15.00

 

 

 

 

 

Annual Fund Operating Expenses

 

 

 

 

(expenses that you pay each year as a

percentage of the value of your investment)

 

 

 

 

Management Fees

1.25%

1.25%

1.25%

1.25%

Distribution and/or Service (12b-1) Fees

0.25%

0.50%

1.00%

0.00%

Other Expenses (1)

XX%

XX%

XX%

XX%

Acquired Fund Fees and Expenses (1)

XX%

XX%

XX%

XX%

Total Annual Fund Operating Expenses

XX%

XX%

XX%

XX%

Fee Waivers and Expense Reimbursement (2)

XX%

XX%

XX%

XX%

Total Annual Fund Operating Expenses After Fee Waivers and Expense Reimbursement

[___]%

[___]%

[___]%

[___]%

 

(1)

Estimated for the current fiscal year.

(2)

The advisor has contractually agreed to waive its fees and reimburse expenses of the Fund, at least until [____], 2013 to ensure that Total Annual Fund Operating Expenses After Fee Waiver and Reimbursement (exclusive of any taxes, interest, brokerage commissions, acquired fund fees and expenses, 12b-1 distribution and/or servicing fees and extraordinary expenses, such as litigation or reorganization costs, and inclusive of organizational costs incurred prior to the commencement of operations) will not exceed 1.35 % for each class of shares of the Fund.   The agreement may be terminated only by the Fund's Board of Trustees on 60 days' written notice to the advisor.  


Example:   This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.   The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.   The Example also assumes that your investment has a 5% return each year and that each Fund's operating expenses remain the same.   Although your actual costs may be higher or lower, based upon these assumptions your costs would be:


Class

1 Year

3 Years

Class A

$[____]

$[____]

Class C

$[____]

$[____]

Class T

$[____]

$[____]

Class I

$[____]

$[____]



Portfolio Turnover:   The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).  A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance.  


Principal Investment Strategies  

The Fund seeks to achieve its investment objective by investing long or short primarily in a portfolio of equity securities of companies that have their headquarters in the U.S. and the stock of which trades on a U.S. exchange.   The Fund defines equity securities to include common stock, futures on common stock or stock indices, options on common stock; and other entities, including limited partnerships and limited liability companies ("Underlying Funds"), that invest primarily in equity securities.  Under normal market conditions, the Fund invests at least 80% of its assets (defined as net assets plus any borrowing for investment purposes) in equity securities as defined above.

The Fund will invest its cash in excess of the amount required for futures collateral primarily in fixed-income securities, including U.S. Treasury bills and notes, commercial paper and corporate bonds. With respect to such excess cash investments, the Fund expects the average fixed-income maturity to be 12 months or less and the average credit quality of such securities to be "A" or better.

The Fund's Advisor uses a proprietary model to determine whether to be long or short in certain equities, industries, sectors or other parts of the equity markets.  The Fund's Advisor uses the model to attempt to achieve high, low or negative correlations to the broader equity markets.  The Advisor may engage a sub-adviser or sub-advisers to execute a portion of the Fund's investment strategy.

Principal Risks of Investing in the Fund


As with any mutual fund, there is no guarantee that the Fund will achieve its goal.   The Fund's returns will vary and you could lose money on your investment in the Fund.   The Fund is not intended to be a complete investment program.



·

Fixed Income Risk. The value of the Fund's investments in bonds or other investment companies that own bonds will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of bonds and bond funds owned by the Fund. On the other hand, if rates fall, the value of the fixed income securities generally increases. The value of fixed income securities typically falls when an issuer's credit quality declines and may even become worthless if an issuer defaults.


·

Futures Risk. The Fund's use of futures contracts exposes the Fund to leverage and tracking risks because a small investment in futures contracts may produce large losses and futures contracts may not be perfect substitutes for securities.


·

Leverage Risk. Using derivatives to increase the Fund's combined long and short exposure creates leverage, which can magnify the Fund's potential for gain or loss and, therefore, amplify the effects of market volatility on the Fund's share price.




·

Limited History of Operations.   The Fund is a new mutual fund and has a limited history of operation.  


·

Management Risk.   The Advisor's asset selection methodology may produce incorrect judgments about the value a particular asset and may not produce the desired results.  


·

Short Position Risk .  The Fund will incur a loss as a result of a short position if the price of the short position instrument increases in value between the date of the short position sale and the date on which an offsetting position is purchased.   Short positions may be considered speculative transactions and involve special risks, including greater reliance on the Advisor's ability to accurately anticipate the future value of a security or instrument.   The Fund's losses are potentially unlimited in a short position transaction.


·

Stock Market Risk. Overall stock market risks may affect the value of the Fund. Factors such as domestic economic growth and market conditions, interest rate levels and political events affect the securities markets.


·

Underlying Funds Risk.  Underlying Funds are subject to investment advisory and other expenses, which will be indirectly paid by the Fund.  


Performance:


·

Because the Fund has less than a full calendar year of investment operations, no performance information is presented for the Fund at this time.  




In the future, performance information will be presented in this section of this Prospectus.  Also, shareholder reports containing financial and performance information will be mailed to shareholders semi-annually.   Updated performance information is available by calling 1- 888-944-4367.


Advisor : Compass Efficient Model Portfolios, LLC, also known as Compass EMP, is the Fund's investment advisor (the " Advisor ").


Portfolio Manager:   Stephen Hammers serves as the Fund's Portfolio Manager.  


Purchase and Sale of Fund Shares:   The minimum initial investment in the Fund is $2,500 for Class A, Class C and Class T shares and $100,000 for Class I shares.   The minimum subsequent investment in each share class is $50.   You may purchase and redeem shares of the Fund on any day that the New York Stock Exchange is open.   Redemption requests may be made in writing, by telephone or through a financial intermediary and will be paid by check or wire transfer.


Tax Information:   Dividends and capital gain distributions you receive from the Fund, whether you reinvest your distributions in additional Fund shares or receive them in cash, are taxable to you at either ordinary income or capital gains tax rates unless you are investing through a tax-deferred plan such as an IRA or a 401(k) plan.   If you are investing in a tax-free plan, distributions may be taxable upon withdrawal from the plan.


Payment to Broker-Dealers and Other Financial Intermediaries:   If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary 's website for more information.








FUND SUMMARY—COMPASS EMP INTERNATIONAL EQUITY LONG/SHORT FUND


Investment Objective:   The Fund's objective is capital appreciation.


Fees and Expenses of the Fund:   This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.   You may qualify for sales charge discounts on purchases of Class A or Class T shares if you and your family invest, or agree to invest in the future, at least $50,000 in the Compass EMP Funds.   More information about these and other discounts is available from your financial professional and in How to Buy Shares on page [____] of the Fund's Prospectus.


Shareholder Fees

(fees paid directly from your investment)

Class A

Class T

Class C

Class I

Maximum Sales Charge (Load) Imposed on Purchases

(as a percentage of offering price)

5.75%

3.50%

None

None

Wire Redemption Fee (per wire redemption; deducted directly from account)

$15.00

$15.00

$15.00

$15.00

 

 

 

 

 

Annual Fund Operating Expenses

 

 

 

 

(expenses that you pay each year as a

percentage of the value of your investment)

 

 

 

 

Management Fees

1.25%

1.25%

1.25%

1.25%

Distribution and/or Service (12b-1) Fees

0.25%

0.50%

1.00%

0.00%

Other Expenses (1)

XX%

XX%

XX%

XX%

Acquired Fund Fees and Expenses (1)

XX%

XX%

XX%

XX%

Total Annual Fund Operating Expenses

XX%

XX%

XX%

XX%

Fee Waivers and Expense Reimbursement (2)

XX%

XX%

XX%

XX%

Total Annual Fund Operating Expenses After Fee Waivers and Expense Reimbursement

[___]%

[___]%

[___]%

[___]%


(1)

Estimated for the current fiscal year.

(2)

The advisor has contractually agreed to waive its fees and reimburse expenses of the Fund, at least until [____], 2013 to ensure that Total Annual Fund Operating Expenses After Fee Waiver and Reimbursement (exclusive of any taxes, interest, brokerage commissions, acquired fund fees and expenses, 12b-1 distribution and/or servicing fees and extraordinary expenses, such as litigation or reorganization costs, and inclusive of organizational costs incurred prior to the commencement of operations) will not exceed 1. 35% for each class of shares of the Fund.   The agreement may be terminated only by the Fund's Board of Trustees on 60 days' written notice to the advisor.  


Example:   This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5% return each year and that each Fund's operating expenses remain the same.  Although your actual costs may be higher or lower, based upon these assumptions your costs would be:


Class

1 Year

3 Years

Class A

$[____]

$[____]

Class C

$[____]

$[____]

Class T

$[____]

$[____]

Class I

$[____]

$[____]


 




 


Portfolio Turnover:   The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).  A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance.  


Principal Investment Strategies  

The Fund seeks to achieve its investment objective by investing long or short primarily in a portfolio of equity securities of companies that have their headquarters in a foreign country (including emerging markets) and the stock of which trades on an exchange in a foreign country (including emerging markets).  The Fund defines equity securities to include common stock, futures on common stock or stock indices, options on common stock; and other entities, including limited partnerships and limited liability companies ("Underlying Funds"), that invest primarily in equity securities.  Under normal market conditions, the Fund invests at least 80 % of its assets (defined as net assets plus any borrowing for investment purposes) in equity securities as defined above.  Emerging markets are generally those with a less-developed economy and per-capital income significantly lower than the U.S.  

The Fund will invest its cash in excess of the amount required for futures collateral primarily in fixed-income securities, including U.S. Treasury bills and notes, commercial paper and corporate bonds . With respect to such excess cash investments , the Fund expects the average fixed-income maturity to be 12 months or less and the average credit quality of such securities to be " A " or better.


The Fund's Advisor uses a proprietary model to determine whether to be long or short in certain equities, industries, sectors, countries or other parts of the equity markets.  The Fund's Advisor uses the model to attempt to


achieve high, low or negative correlations to the broader equity markets.  The Advisor may engage a sub-adviser or sub-advisers to execute a portion of the Fund's investment strategy.


Principal Risks of Investing in the Fund


As with any mutual fund, there is no guarantee that the Fund will achieve its goal.   The Fund's returns will vary and you could lose money on your investment in the Fund.   The Fund is not intended to be a complete investment program.


·

Currency Risk. The Fund's net asset value could decline as a result of changes in the exchange rates between foreign currencies and the U.S. dollar. Additionally, certain foreign countries may impose restrictions on the ability of issuers of foreign securities to make payment of principal and interest to investors located outside the country, due to blockage of foreign currency exchanges or otherwise.


·

Emerging Markets Risks.  Emerging market countries may have relatively unstable governments, weaker economies, and less-developed legal systems which do not protect securities holders.  Emerging market economies may be based on only a few industries and security issuers may be more susceptible to economic weakness and more likely to default.  Emerging market securities also tend to be less liquid.


·

Fixed Income Risk. The value of the Fund's investments in bonds or other investment companies that own bonds will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of bonds and bond funds owned by the Fund. On the other hand, if rates fall, the value of the fixed income securities generally increases. The value of fixed income securities typically falls when an issuer's credit quality declines and may even become worthless if an issuer defaults.


·

Foreign Exposure Risk. Special risks associated with investments in foreign markets may include less liquidity, greater volatility, less developed or less efficient trading markets, lack of comprehensive company information, political instability and differing auditing and legal standards.


·

Futures Risk. The Fund's use of futures contracts exposes the Fund to leverage and tracking risks because a small investment in futures contracts may produce large losses and futures contracts may not be perfect substitutes for securities.


·

Leverage Risk. Using derivatives to increase the Fund's combined long and short exposure creates leverage, which can magnify the Fund's potential for gain or loss and, therefore, amplify the effects of market volatility on the Fund's share price.


·

Limited History of Operations.   The Fund is a new mutual fund and has a limited history of operation.  


·

Management Risk.   The Advisor's asset selection methodology may produce incorrect judgments about the value a particular asset and may not produce the desired results.  


·

Short Position Risk .  The Fund will incur a loss as a result of a short position if the price of the short position instrument increases in value between the date of the short position sale and the date on which an offsetting position is purchased.  Short positions may be considered speculative transactions and involve special risks, including greater reliance on the Advisor's ability to accurately anticipate the future value of a security or instrument.  The Fund's losses are potentially unlimited in a short position transaction.


·

Stock Market Risk. Overall stock market risks may affect the value of the Fund. Factors such as domestic economic growth and market conditions, interest rate levels and political events affect the securities markets.


·

Underlying Funds Risk.  Underlying Funds are subject to investment advisory and other expenses, which will be indirectly paid by the Fund.  


Performance:


Because the Fund has less than a full calendar year of investment operations, no performance information is presented for the Fund at this time.  




In the future, performance information will be presented in this section of this Prospectus.  Also, shareholder reports containing financial and performance information will be mailed to shareholders semi-annually.   Updated performance information is available by calling 1- 888-944-4367.


Advisor : Compass Efficient Model Portfolios, LLC, also known as Compass EMP, is the Fund's investment advisor (the " Advisor ").


Portfolio Manager:   Stephen Hammers serves as the Fund's Portfolio Manager.  


Purchase and Sale of Fund Shares:   The minimum initial investment in the Fund is $2,500 for Class A, Class C and Class T shares and $100,000 for Class I shares.   The minimum subsequent investment in each share class is $50.   You may purchase and redeem shares of the Fund on any day that the New York Stock Exchange is open.  Redemption requests may be made in writing, by telephone or through a financial intermediary and will be paid by check or wire transfer.

 

Tax Information:   Dividends and capital gain distributions you receive from the Fund, whether you reinvest your distributions in additional Fund shares or receive them in cash, are taxable to you at either ordinary income or capital gains tax rates unless you are investing through a tax-deferred plan such as an IRA or a 401(k) plan.   If you are investing in a tax-free plan, distributions may be taxable upon withdrawal from the plan.

Payment to Broker-Dealers and Other Financial Intermediaries:   If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment.  Ask your salesperson or visit your financial intermediary's website for more information.






FUND SUMMARY—COMPASS EMP INTERNATIONAL EQUITY HEDGED VOLATILITY WEIGHTED FUND



Investment Objective:   The Fund seeks to provide investment results that match the performance of the CEMP International Equity Hedged Volatility Weighted Index before expenses.


Fees and Expenses of the Fund:   This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.   You may qualify for sales charge discounts on purchases of Class A or Class T shares if you and your family invest, or agree to invest in the future, at least $50,000 in the Compass EMP Funds.   More information about these and other discounts is available from your financial professional and in How to Buy Shares on page [____] of the Fund's Prospectus.

Shareholder Fees

(fees paid directly from your investment)

Class A

Class T

Class C

Class I

Maximum Sales Charge (Load) Imposed on Purchases

(as a percentage of offering price)

5.75%

3.50%

None

None

Wire Redemption Fee (per wire redemption; deducted directly from account)

$15.00

$15.00

$15.00

$15.00

 

 

 

 

 

Annual Fund Operating Expenses

 

 

 

 

(expenses that you pay each year as a

percentage of the value of your investment)

 

 

 

 

Management Fees

1.25%

1.25%

1.25%

1.25%

Distribution and/or Service (12b-1) Fees

0.25%

0.50%

1.00%

0.00%

Other Expenses (1)

XX%

XX%

XX%

XX%

Acquired Fund Fees and Expenses (1)

XX%

XX%

XX%

XX%

Total Annual Fund Operating Expenses

XX%

XX%

XX%

XX%

Fee Waivers and Expense Reimbursement (2)

XX%

XX%

XX%

XX%

Total Annual Fund Operating Expenses After Fee Waivers and Expense Reimbursement

[___]%

[___]%

[___]%

[___]%

(1)

Estimated for the current fiscal year.

(2)

The advisor has contractually agreed to waive its fees and reimburse expenses of the Fund, at least until [____], 2013 to ensure that Total Annual Fund Operating Expenses After Fee Waiver and Reimbursement (exclusive of any taxes, interest, brokerage commissions, acquired fund fees and expenses, 12b-1 distribution and/or servicing fees and extraordinary expenses, such as litigation or reorganization costs, and inclusive of organizational costs incurred prior to the commencement of operations) will not exceed 1. 40% for each class of shares of the Fund.   The agreement may be terminated only by the Fund's Board of Trustees on 60 days' written notice to the advisor.  


Example:   This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.   The Example also assumes that your investment has a 5% return each year and that each Fund's operating expenses remain the same.   Although your actual costs may be higher or lower, based upon these assumptions your costs would be:


Class

1 Year

3 Years

Class A

$[____]

$[____]

Class C

$[____]

$[____]

Class T

$[____]

$[____]

Class I

$[____]

$[____]


 




 


Portfolio Turnover:   The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).  A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance.  


Principal Investment Strategies  

The Fund seeks to achieve its investment objective by investing primarily in a portfolio of common stocks of large capitalization companies that have their headquarters in a developed country (excluding the U.S. and emerging markets) and the stock of which trades on an exchange in a developed country (other than the U.S. and emerging markets).  Emerging markets are generally those with a less-developed economy and per-capital income significantly lower than the U.S.  The Fund seeks to track the returns of the CEMP International Equity Hedged Volatility Weighted Index (the "Index") before expenses.  

The Index is an unmanaged index that generally consists of the common stock of the 500 largest companies by market capitalization that have their headquarters in a developed country (excluding the U.S. and emerging markets) and the stock of which trades on an exchange in a developed country (other than the U.S. and emerging markets).  The Index includes only those companies with consistent positive earnings and is weighted based on the volatility of each stock.

 The Index may include less than 500 stocks depending on the number of companies meeting the Index's criteria. The Index seeks to limit risk during unfavorable (non-normal) market conditions by reducing its exposure to the market.  During a period of market decline, the Index's exposure to the market may be as low as 25% depending on the magnitude and duration of such decline.  The Index's large cap component is reconstituted every March and September.

Under normal market conditions, the Fund invests at least 80% of its assets (defined as net assets plus any borrowing for investment purposes) in the stocks included in the Index as of its most recent reconstitution.  

Principal Risks of Investing in the Fund


As with any mutual fund, there is no guarantee that the Fund will achieve its goal.   The Fund's returns will vary and you could lose money on your investment in the Fund.   The Fund is not intended to be a complete investment program.



·

Currency Risk. The Fund's net asset value could decline as a result of changes in the exchange rates between foreign currencies and the U.S. dollar. Additionally, certain foreign countries may impose restrictions on the ability of issuers of foreign securities to make payment of principal and interest to investors located outside the country, due to blockage of foreign currency exchanges or otherwise.


·

Foreign Exposure Risk. Special risks associated with investments in foreign markets may include less liquidity, greater volatility, less developed or less efficient trading markets, lack of comprehensive company information, political instability and differing auditing and legal standards.


·

Limited History of Operations.   The Fund is a new mutual fund and has a limited history of operation.  


·

Management Risk.   The Advisor's asset selection methodology may produce incorrect judgments about the value a particular asset and may not produce the desired results.  


·

Stock Market Risk. Overall stock market risks may affect the value of the Fund. Factors such as domestic economic growth and market conditions, interest rate levels and political events affect the securities markets.


·

Tracking Risks. The Fund may not be able to replicate exactly the performance of the Index because of transaction costs incurred by the Fund in adjusting the actual balance of the investments in the Fund's portfolio.


Performance:


Because the Fund has less than a full calendar year of investment operations, no performance information is presented for the Fund at this time. In the future, performance information will be presented in this section of this Prospectus.  Also, shareholder reports containing financial and performance information will be mailed to shareholders semi-annually.   Updated performance information is available by calling 1- 888-944-4367.


Advisor: Compass Efficient Model Portfolios, LLC, also known as Compass EMP, is the Fund's investment advisor (the " Advisor ").


Portfolio Managers:   Stephen Hammers , David Hallum, Dan Banaszak and David Moore serve as the Fund's Portfolio Management Team.  


Purchase and Sale of Fund Shares:   The minimum initial investment in the Fund is $2,500 for Class A, Class C and Class T shares and $100,000 for Class I shares.   The minimum subsequent investment in each share class is $50.   You may purchase and redeem shares of the Fund on any day that the New York Stock Exchange is open. Redemption requests may be made in writing, by telephone or through a financial intermediary and will be paid by check or wire transfer.


Tax Information:   Dividends and capital gain distributions you receive from the Fund, whether you reinvest your distributions in additional Fund shares or receive them in cash, are taxable to you at either ordinary income or capital gains tax rates unless you are investing through a tax-deferred plan such as an IRA or a 401(k) plan.   If you are investing in a tax-free plan, distributions may be taxable upon withdrawal from the plan.

Payment to Broker-Dealers and Other Financial Intermediaries:   If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment.  Ask your salesperson or visit your financial intermediary's website for more information.





FUND SUMMARY—COMPASS EMP COMMODITY LONG/SHORT STRATEGIES FUND


Investment Objective:   The Fund's objective is capital appreciation.      


Fees and Expenses of the Fund:   This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.  You may qualify for sales charge discounts on purchases of Class A or Class T shares if you and your family invest, or agree to invest in the future, at least $50,000 in the Compass EMP Funds.  More information about these and other discounts is available from your financial professional and in How to Buy Shares on page [_] of the Fund's Prospectus.


Shareholder Fees

(fees paid directly from your investment)

Class A

Class T

Class C

Class I

Maximum Sales Charge (Load) Imposed on Purchases

(as a percentage of offering price)

5.75%

3.50%

None

None

Wire Redemption Fee (per wire redemption; deducted directly from account)

$15.00

$15.00

$15.00

$15.00

 

 

 

 

 

Annual Fund Operating Expenses

 

 

 

 

(expenses that you pay each year as a

percentage of the value of your investment)

 

 

 

 

Management Fees

1.25%

1.25%

1.25%

1.25%

Distribution and/or Service (12b-1) Fees

0.25%

0.50%

1.00%

0.00%

Other Expenses (1)

XX%

XX%

XX%

XX%

Acquired Fund Fees and Expenses (1)

XX%

XX%

XX%

XX%

Total Annual Fund Operating Expenses

XX%

XX%

XX%

XX%

Fee Waivers and Expense Reimbursement (2)

XX%

XX%

XX%

XX%

Total Annual Fund Operating Expenses After Fee Waivers and Expense Reimbursement

[___]%

[___]%

[___]%

[___]%

(1)

Estimated for the current fiscal year.

(2)

The advisor has contractually agreed to waive its fees and reimburse expenses of the Fund, at least until [____], 2013 to ensure that Total Annual Fund Operating Expenses After Fee Waiver and Reimbursement (exclusive of any taxes, interest, brokerage commissions, acquired fund fees and expenses, 12b-1 distribution and/or servicing fees and extraordinary expenses, such as litigation or reorganization costs, and inclusive of organizational costs incurred prior to the commencement of operations) will not exceed 1.35% for each class of shares of the Fund.  The agreement may be terminated only by the Fund's Board of Trustees on 60 days' written notice to the advisor.  


Example:  This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5% return each year and that each Fund's operating expenses remain the same.  Although your actual costs may be higher or lower, based upon these assumptions your costs would be:


Class

1 Year

3 Years

Class A

$[____]

$[____]

Class C

$[____]

$[____]

Class T

$[____]

$[____]

Class I

$[____]

$[____]


Portfolio Turnover:  The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).  A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance.  


Principal Investment Strategies  


The Fund seeks to achieve its investment objectives by investing up to 25% of the Fund's net assets (measured at the time of investment) in a wholly-owned and controlled subsidiary (the "Subsidiary") that will invest primarily in (long and short) commodity futures, as well as fixed income securities and other investments intended to serve as margin or collateral for the Subsidiary's derivative positions.  The Subsidiary may invest in other entities, such as limited partnerships (including commodity pools) and limited liability companies ("Underlying Funds") that invest primarily in (long and short) commodity futures.  When viewed on a consolidated basis, the Subsidiary will be subject to the same investment restrictions as the Fund.  The Subsidiary's investments in futures contracts are weighted based on the volatility of each contract as well as the Advisor's proprietary futures selection strategy.  The Fund limits its exposure to one commodity to 25%.  The Advisor may engage a sub-adviser or sub-advisers to execute a portion of the Fund's investment strategy.

The Fund will invest the balance of its assets primarily in fixed-income securities, including U.S. Treasury bills and notes, commercial paper and corporate bonds.  The Fund expects the average fixed-income maturity to be 12 months or less and the average credit quality of such securities to be "A" or better.

Principal Risks of Investing in the Fund


As with any mutual fund, there is no guarantee that the Fund will achieve its goal.  The Fund's returns will vary and you could lose money on your investment in the Fund.  The Fund is not intended to be a complete investment program.


·

Commodity Risk. Commodity-related risks include production risks caused by unfavorable weather, animal and plant disease, geologic and environmental factors. Commodity-related risks also include unfavorable changes in government regulation such as tariffs, embargoes or burdensome production rules and restrictions.


·

Fixed Income Risk. The value of the Fund's investments in bonds or other investment companies that own bonds will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of bonds and bond funds owned by the Fund. On the other hand, if rates fall, the value of the fixed income securities generally increases. The value of fixed income securities typically falls when an issuer's credit quality declines and may even become worthless if an issuer defaults.


·

Futures Risk. The Fund's use of futures contracts exposes the Fund to leverage and tracking risks because a small investment in futures contracts may produce large losses and futures contracts may not be perfect substitutes for securities.


·

Leverage Risk. Using derivatives to increase the Fund's combined long and short exposure creates leverage, which can magnify the Fund's potential for gain or loss and, therefore, amplify the effects of market volatility on the Fund's share price.


·

Limited History of Operations.  The Fund is a new mutual fund and has a limited history of operation.  


·

Management Risk.   The Advisor's asset selection methodology may produce incorrect judgments about the value a particular asset and may not produce the desired results.  


·

Short Position Risk .  The Fund will incur a loss as a result of a short position if the price of the short position instrument increases in value between the date of the short position sale and the date on which an offsetting position is purchased.  Short positions may be considered speculative transactions and involve special risks, including greater reliance on the Advisor's ability to accurately anticipate the future value of a security or instrument.  The Fund's losses are potentially unlimited in a short position transaction.


·

Underlying Funds Risk.  Underlying Funds are subject to investment advisory and other expenses, which will be indirectly paid by the Fund.  


·

Wholly-Owned Subsidiary Risk. The Subsidiary will not be registered under the Investment Company Act of 1940 ("1940 Act") and, unless otherwise noted in this Prospectus, will not be subject to all of the investor protections of the 1940 Act.  Changes in the laws of the United States and/or the Cayman Islands, under which the Fund and the Subsidiary, respectively, are organized, could result in the inability of the Fund and/or Subsidiary to operate as described in this Prospectus and could negatively affect the Fund and its shareholders. Your cost of investing in the Fund will be higher because you indirectly bear the expenses of the Subsidiary.


Performance:


Because the Fund has less than a full calendar year of investment operations, no performance information is presented for the Fund at this time.  In the future, performance information will be presented in this section of this Prospectus.  Also, shareholder reports containing financial and performance information will be mailed to shareholders semi-annually.  Updated performance information is available by calling 1-888-944-4367.


Adviser: Compass Efficient Model Portfolios, LLC, also known as Compass EMP, is the Fund's investment Advisor (the "Advisor").


Portfolio Manager:  Stephen Hammers and Dan Banaszak serve as the Fund's Portfolio Management Team.  


Purchase and Sale of Fund Shares:   The minimum initial investment in the Fund is $2,500 for Class A, Class C and Class T shares and $100,000 for Class I shares.  The minimum subsequent investment in each share class is $50.  You may purchase and redeem shares of the Fund on any day that the New York Stock Exchange is open. Redemption requests may be made in writing, by telephone or through a financial intermediary and will be paid by check or wire transfer.


Tax Information:   Dividends and capital gain distributions you receive from the Fund, whether you reinvest your distributions in additional Fund shares or receive them in cash, are taxable to you at either ordinary income or capital gains tax rates unless you are investing through a tax-deferred plan such as an IRA or a 401(k) plan.   If you are investing in a tax-free plan, distributions may be taxable upon withdrawal from the plan.

Payment to Broker-Dealers and Other Financial Intermediaries:   If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment.  Ask your salesperson or visit your financial intermediary's website for more information.







FUND SUMMARY—COMPASS EMP COMMODITY STRATEGIES VOLATILITY WEIGHTED FUND


Investment Objective:   The Fund seeks to provide investment results that match the performance of the CEMP Commodity Volatility Weighted Index before expenses.      


Fees and Expenses of the Fund:   This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.  You may qualify for sales charge discounts on purchases of Class A or Class T shares if you and your family invest, or agree to invest in the future, at least $50,000 in the Compass EMP Funds.  More information about these and other discounts is available from your financial professional and in How to Buy Shares on page [____] of the Fund's Prospectus.



Shareholder Fees

(fees paid directly from your investment)

Class A

Class T

Class C

Class I

Maximum Sales Charge (Load) Imposed on Purchases

(as a percentage of offering price)

5.75%

3.50%

None

None

Wire Redemption Fee (per wire redemption; deducted directly from account)

$15.00

$15.00

$15.00

$15.00

 

 

 

 

 

Annual Fund Operating Expenses

 

 

 

 

(expenses that you pay each year as a

percentage of the value of your investment)

 

 

 

 

Management Fees

1.05%

1.05%

1.05%

1.05%

Distribution and/or Service (12b-1) Fees

0.25%

0.50%

1.00%

0.00%

Other Expenses (1)

XX%

XX%

XX%

XX%

Acquired Fund Fees and Expenses (1)

XX%

XX%

XX%

XX%

Total Annual Fund Operating Expenses

XX%

XX%

XX%

XX%

Fee Waivers and Expense Reimbursement (2)

XX%

XX%

XX%

XX%

Total Annual Fund Operating Expenses After Fee Waivers and Expense Reimbursement

[___]%

[___]%

[___]%

[___]%


(1)

Estimated for the current fiscal year.

(2)

The advisor has contractually agreed to waive its fees and reimburse expenses of the Fund, at least until [____], 2013 to ensure that Total Annual Fund Operating Expenses After Fee Waiver and Reimbursement (exclusive of any taxes, interest, brokerage commissions, acquired fund fees and expenses, 12b-1 distribution and/or servicing fees and extraordinary expenses, such as litigation or reorganization costs, and inclusive of organizational costs incurred prior to the commencement of operations) will not exceed 1.15% for each class of shares of the Fund.  The agreement may be terminated only by the Fund's Board of Trustees on 60 days' written notice to the advisor.  


Example:  This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5% return each year and that each Fund's operating expenses remain the same.  Although your actual costs may be higher or lower, based upon these assumptions your costs would be:


Class

1 Year

3 Years

Class A

$[____]

$[____]

Class C

$[____]

$[____]

Class T

$[____]

$[____]

Class I

$[____]

$[____]


Portfolio Turnover:  The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).  A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance.  


Principal Investment Strategies

 

The Fund seeks to achieve its investment objectives by investing up to 25% of the Fund's net assets (measured at the time of investment) in a wholly-owned and controlled subsidiary (the "Subsidiary") that will invest primarily in (long only) futures contracts related to the twenty most liquid commodities by trading volume.  The Fund seeks to track the returns of the CEMP Commodity Volatility Weighted Index (the "Index") before expenses.  

The Index is an unmanaged index that generally consists of long-only futures contracts related to the twenty most liquid commodities by trading volume.  The Index is weighted based on the volatility of each commodity.  The Index is reconstituted every March and September and is adjusted to limit exposure to any particular commodity to 25%.  The Fund limits its exposure to one commodity to 25%.  The Fund may gain exposure to a commodity that is scheduled to be included in the Index prior to the effective inclusion date.

The Subsidiary's investments in such commodity futures are weighted based on the volatility of each commodity.  When viewed on a consolidated basis, the Subsidiary will be subject to the same investment restrictions as the Fund.  

The Fund will invest the balance of its assets primarily in fixed-income securities, including U.S. Treasury bills and notes, commercial paper and corporate bonds and other investments intended to serve as margin or collateral for the Subsidiary's derivative positions.  The Fund expects the average fixed-income maturity to be 12 months or less and the average credit quality of such securities to be "A" or better.

Principal Risks of Investing in the Fund


As with any mutual fund, there is no guarantee that the Fund will achieve its goal.  The Fund's returns will vary and you could lose money on your investment in the Fund.  The Fund is not intended to be a complete investment program.


·

Commodity Risk. Commodity-related risks include production risks caused by unfavorable weather, animal and plant disease, geologic and environmental factors. Commodity-related risks also include unfavorable changes in government regulation such as tariffs, embargoes or burdensome production rules and restrictions.


·

Fixed Income Risk. The value of the Fund's investments in bonds or other investment companies that own bonds will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of bonds and bond funds owned by the Fund. On the other hand, if rates fall, the value of the fixed income securities generally increases. The value of fixed income securities typically falls when an issuer's credit quality declines and may even become worthless if an issuer defaults.


·

Futures Risk. The Fund's use of futures contracts exposes the Fund to leverage and tracking risks because a small investment in futures contracts may produce large losses and futures contracts may not be perfect substitutes for securities.


·

Leverage Risk. Using derivatives to increase the Fund's combined long and short exposure creates leverage, which can magnify the Fund's potential for gain or loss and, therefore, amplify the effects of market volatility on the Fund's share price.


·

Limited History of Operations.  The Fund is a new mutual fund and has a limited history of operation.  


·

Management Risk.   The Advisor's asset selection methodology may produce incorrect judgments about the value a particular asset and may not produce the desired results.  


·

Tracking Risks. The Fund may not be able to replicate exactly the performance of the Index because of transaction costs incurred by the Fund in adjusting the actual balance of the investments in the Fund's portfolio.


·

Wholly-Owned Subsidiary Risk. The Subsidiary will not be registered under the Investment Company Act of 1940 ("1940 Act") and, unless otherwise noted in this Prospectus, will not be subject to all of the investor protections of the 1940 Act.  Changes in the laws of the United States and/or the Cayman Islands, under which the Fund and the Subsidiary, respectively, are organized, could result in the inability of the Fund and/or Subsidiary to operate as described in this Prospectus and could negatively affect the Fund and its shareholders. Your cost of investing in the Fund will be higher because you indirectly bear the expenses of the Subsidiary.


Performance:


Because the Fund has less than a full calendar year of investment operations, no performance information is presented for the Fund at this time.  In the future, performance information will be presented in this section of this Prospectus.  Also, shareholder reports containing financial and performance information will be mailed to shareholders semi-annually.  Updated performance information is available by calling 1-888-944-4367.


Adviser: Compass Efficient Model Portfolios, LLC, also known as Compass EMP, is the Fund's investment Advisor (the "Advisor").


Portfolio Managers:  Stephen Hammers and Dan Banaszak serve as the Fund's Portfolio Management Team.  


Purchase and Sale of Fund Shares:   The minimum initial investment in the Fund is $2,500 for Class A, Class C and Class T shares and $100,000 for Class I shares.  The minimum subsequent investment in each share class is $[50].  There is no minimum initial investment for retirement accounts.  You may purchase and redeem shares of the Fund on any day that the New York Stock Exchange is open. Redemption requests may be made in writing, by telephone or through a financial intermediary and will be paid by check or wire transfer.


Tax Information:   Dividends and capital gain distributions you receive from the Fund, whether you reinvest your distributions in additional Fund shares or receive them in cash, are taxable to you at either ordinary income or capital gains tax rates unless you are investing through a tax-deferred plan such as an IRA or a 401(k) plan.   If you are investing in a tax-free plan, distributions may be taxable upon withdrawal from the plan.

Payment to Broker-Dealers and Other Financial Intermediaries:   If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary's website for more information.







FUND SUMMARY—COMPASS EMP MANAGED FUTURES STRATEGY FUND


Investment Objective:   The Fund's objective is absolute return.


Fees and Expenses of the Fund:   This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.  You may qualify for sales charge discounts on purchases of Class A or Class T shares if you and your family invest, or agree to invest in the future, at least $50,000 in the Compass EMP Funds.  More information about these and other discounts is available from your financial professional and in How to Buy Shares on page [____] of the Fund's Prospectus.

 

 

Shareholder Fees

(fees paid directly from your investment)

Class A

Class T

Class C

Class I

Maximum Sales Charge (Load) Imposed on Purchases

(as a percentage of offering price)

5.75%

3.50%

None

None

Wire Redemption Fee (per wire redemption; deducted directly from account)

$15.00

$15.00

$15.00

$15.00

 

 

 

 

 

Annual Fund Operating Expenses

 

 

 

 

(expenses that you pay each year as a

percentage of the value of your investment)

 

 

 

 

Management Fees

1.25%

1.25%

1.25%

1.25%

Distribution and/or Service (12b-1) Fees

0.25%

0.50%

1.00%

0.00%

Other Expenses (1)

XX%

XX%

XX%

XX%

Acquired Fund Fees and Expenses (1)

XX%

XX%

XX%

XX%

Total Annual Fund Operating Expenses

XX%

XX%

XX%

XX%

Fee Waivers and Expense Reimbursement (2)

XX%

XX%

XX%

XX%

Total Annual Fund Operating Expenses After Fee Waivers and Expense Reimbursement

[___]%

[___]%

[___]%

[___]%


(1)

Estimated for the current fiscal year.

(2)

The advisor has contractually agreed to waive its fees and reimburse expenses of the Fund, at least until [____], 2013 to ensure that Total Annual Fund Operating Expenses After Fee Waiver and Reimbursement (exclusive of any taxes, interest, brokerage commissions, acquired fund fees and expenses, 12b-1 distribution and/or servicing fees and extraordinary expenses, such as litigation or reorganization costs, and inclusive of organizational costs incurred prior to the commencement of operations) will not exceed 1.35% for each class of shares of the Fund.  The agreement may be terminated only by the Fund's Board of Trustees on 60 days' written notice to the advisor.  


Example:  This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5% return each year and that each Fund's operating expenses remain the same.  Although your actual costs may be higher or lower, based upon these assumptions your costs would be:


Class

1 Year

3 Years

Class A

$[____]

$[____]

Class C

$[____]

$[____]

Class T

$[____]

$[____]

Class I

$[____]

$[____]


Portfolio Turnover:  The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).  A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance.  


Principal Investment Strategies  


The Fund seeks to achieve its investment objectives by investing up to 25% of the Fund's net assets (measured at the time of investment) in a wholly-owned and controlled subsidiary (the "Subsidiary") that will invest primarily in (long and short) commodity, currency and financial futures, as well as fixed income securities and other investments intended to serve as margin or collateral for the Subsidiary's derivative positions.  The Subsidiary may invest in other entities, such as limited partnerships (including commodity pools) and limited liability companies ("Underlying Funds") that invest primarily in (long and short) commodity futures.  When viewed on a consolidated basis, the Subsidiary will be subject to the same investment restrictions as the Fund.  The Subsidiary's investments in futures contracts are weighted based on the volatility of each contract.  The Fund limits its exposure to one commodity to 25%.  The Advisor may engage a sub-adviser or sub-advisers to execute a portion of the Fund's investment strategy.

The Fund will invest the balance of its assets primarily in fixed-income securities, including U.S. Treasury bills and notes, commercial paper and corporate bonds.  The Fund expects the average fixed-income maturity to be 12 months or less and the average credit quality of such securities to be "A" or better.

Principal Risks of Investing in the Fund


As with any mutual fund, there is no guarantee that the Fund will achieve its goal.  The Fund's returns will vary and you could lose money on your investment in the Fund.  The Fund is not intended to be a complete investment program.


·

Commodity Risk. Commodity-related risks include production risks caused by unfavorable weather, animal and plant disease, geologic and environmental factors. Commodity-related risks also include unfavorable changes in government regulation such as tariffs, embargoes or burdensome production rules and restrictions.


·

Currency Risk.   The Fund's net asset value could decline as a result of changes in the exchange rates between foreign currencies and the U.S. dollar. Additionally, certain foreign countries may impose restrictions on the ability of issuers of foreign securities to make payment of principal and interest to investors located outside the country, due to blockage of foreign currency exchanges or otherwise.  


·

Fixed Income Risk. The value of the Fund's direct or indirect investments in bonds will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of bonds and bond funds owned by the Fund. On the other hand, if rates fall, the value of the fixed income securities generally increases. The value of fixed income securities typically falls when an issuer's credit quality declines and may even become worthless if an issuer defaults.


·

Futures Risk. The Fund's use of futures contracts exposes the Fund to leverage and tracking risks because a small investment in futures contracts may produce large losses and futures contracts may not be perfect substitutes for securities.


·

Foreign Exposure Risk. Special risks associated with investments in foreign markets may include less liquidity, greater volatility, less developed or less efficient trading markets, lack of comprehensive company information, political instability and differing auditing and legal standards.


·

Leverage Risk. Using derivatives to increase the Fund's combined long and short exposure creates leverage, which can magnify the Fund's potential for gain or loss and, therefore, amplify the effects of market volatility on the Fund's share price.


·

Limited History of Operations.  The Fund is a new mutual fund and has a limited history of operation.  


·

Management Risk.   The Advisor's asset selection methodology may produce incorrect judgments about the value a particular asset and may not produce the desired results.  


·

Short Position Risk .  The Fund will incur a loss as a result of a short position if the price of the short position instrument increases in value between the date of the short position sale and the date on which an offsetting position is purchased.  Short positions may be considered speculative transactions and involve special risks, including greater reliance on the Advisor's ability to accurately anticipate the future value of a security or instrument.  The Fund's losses are potentially unlimited in a short position transaction.


·

Underlying Funds Risk.  Underlying Funds are subject to investment advisory and other expenses, which will be indirectly paid by the Fund.    


·

Wholly-Owned Subsidiary Risk. The Subsidiary will not be registered under the Investment Company Act of 1940 ("1940 Act") and, unless otherwise noted in this Prospectus, will not be subject to all of the investor protections of the 1940 Act.  Changes in the laws of the United States and/or the Cayman Islands, under which the Fund and the Subsidiary, respectively, are organized, could result in the inability of the Fund and/or Subsidiary to operate as described in this Prospectus and could negatively affect the Fund and its shareholders. Your cost of investing in the Fund will be higher because you indirectly bear the expenses of the Subsidiary.


Performance:


Because the Fund has less than a full calendar year of investment operations, no performance information is presented for the Fund at this time.  In the future, performance information will be presented in this section of this Prospectus.  Also, shareholder reports containing financial and performance information will be mailed to shareholders semi-annually.  Updated performance information is available by calling 1-888-944-4367.


Advisor: Compass Efficient Model Portfolios, LLC, also known as Compass EMP, is the Fund's investment advisor (the "Advisor").


Portfolio Manager:  Stephen Hammers, Rob Bateman and Dan Banaszak serve as the Fund's Portfolio Management Team.  


Purchase and Sale of Fund Shares:   The minimum initial investment in the Fund is $2,500 for Class A, Class C and Class T shares and $100,000 for Class I shares.  The minimum subsequent investment in each share class is $50.  You may purchase and redeem shares of the Fund on any day that the New York Stock Exchange is open.  Redemption requests may be made in writing, by telephone or through a financial intermediary and will be paid by check or wire transfer.


Tax Information:   Dividends and capital gain distributions you receive from the Fund, whether you reinvest your distributions in additional Fund shares or receive them in cash, are taxable to you at either ordinary income or capital gains tax rates unless you are investing through a tax-deferred plan such as an IRA or a 401(k) plan.   If you are investing in a tax-free plan, distributions may be taxable upon withdrawal from the plan.

Payment to Broker-Dealers and Other Financial Intermediaries:   If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary's website for more information.




FUND SUMMARY—COMPASS EMP U.S. HEDGED BOND FUND


Investment Objective:   The Fund's objective is total return.      


Fees and Expenses of the Fund:   This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.   You may qualify for sales charge discounts on purchases of Class A or Class T shares if you and your family invest, or agree to invest in the future, at least $50,000 in the Compass EMP Funds.   More information about these and other discounts is available from your financial professional and in How to Buy Shares on page [____] of the Fund's Prospectus.

 

Shareholder Fees

(fees paid directly from your investment)

Class A

Class T

Class C

Class I

Maximum Sales Charge (Load) Imposed on Purchases

(as a percentage of offering price)

5.75%

3.50%

None

None

Wire Redemption Fee (per wire redemption; deducted directly from account)

$15.00

$15.00

$15.00

$15.00

 

 

 

 

 

Annual Fund Operating Expenses

 

 

 

 

(expenses that you pay each year as a

percentage of the value of your investment)

 

 

 

 

Management Fees

0.75%

0.75%

0.75%

0.75%

Distribution and/or Service (12b-1) Fees

0.25%

0.50%

1.00%

0.00%

Other Expenses (1)

XX%

XX%

XX%

XX%

Acquired Fund Fees and Expenses (1)

XX%

XX%

XX%

XX%

Total Annual Fund Operating Expenses

XX%

XX%

XX%

XX%

Fee Waivers and Expense Reimbursement (2)

XX%

XX%

XX%

XX%

Total Annual Fund Operating Expenses After Fee Waivers and Expense Reimbursement

[___]%

[___]%

[___]%

[___]%

(1)

Estimated for the current fiscal year.

(2)

The advisor has contractually agreed to waive its fees and reimburse expenses of the Fund, at least until [____], 2013 to ensure that Total Annual Fund Operating Expenses After Fee Waiver and Reimbursement (exclusive of any taxes, interest, brokerage commissions, acquired fund fees and expenses, 12b-1 distribution and/or servicing fees and extraordinary expenses, such as litigation or reorganization costs, and inclusive of organizational costs incurred prior to the commencement of operations) will not exceed 0.90 % for each class of shares of the Fund.   The agreement may be terminated only by the Fund's Board of Trustees on 60 days' written notice to the advisor.  


Example:   This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.   The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.   The Example also assumes that your investment has a 5% return each year and that each Fund's operating expenses remain the same.   Although your actual costs may be higher or lower, based upon these assumptions your costs would be:


Class

1 Year

3 Years

Class A

$[____]

$[____]

Class C

$[____]

$[____]

Class T

$[____]

$[____]

Class I

$[____]

$[____]


Portfolio Turnover:   The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).   A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.   These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance.  


Principal Investment Strategies  


The Fund seeks to achieve its investment objectives primarily by investing (long or short) in U.S. Treasury futures or holding cash.   The Fund may invest directly in bond futures, individual Treasury bills or corporate bonds or indirectly in such investments through limited partnerships, limited liability companies and other types of pooled investment vehicles ("Underlying Funds").  Some Underlying Funds that invest in bond or interest rate derivatives may technically be considered commodity pools.   The Fund's fixed-income investments will be weighted based on the volatility of each investment.   The Fund seeks to limit risk during unfavorable market conditions by reducing its exposure to the market.  The Advisor may engage a sub-adviser or sub-advisers to execute a portion of the Fund's investment strategy.  


The Fund will invest its cash in excess of the amount required for futures collateral primarily 0n7fixed-income securities, including U.S. Treasury bills and notes, commercial paper and corporate bonds. With respect to such excess cash investments, the Fund expects the average fixed-income maturity to be 12 months or less and the average credit quality of such securities to be " A " or better.


Under normal market conditions, the Fund invests at least 80% of its assets (defined as net assets plus any borrowing for investment purposes) directly in bonds issued by U.S. companies or government entities or agencies or indirectly in such investments through limited partnerships, limited liability companies and other types of pooled investment vehicles that primarily invest in such bonds or bond futures.

Principal Risks of Investing in the Fund


As with any mutual fund, there is no guarantee that the Fund will achieve its goal.   The Fund's returns will vary and you could lose money on your investment in the Fund.   The Fund is not intended to be a complete investment program.


·

Fixed Income Risk. The value of the Fund's direct or indirect investments in bonds will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of bonds and bond funds owned by the Fund. On the other hand, if rates fall, the value of the fixed income securities generally increases.   The value of fixed income securities typically falls when an issuer's credit quality declines and may even become worthless if an issuer defaults.


·

Futures Risk. The Fund's use of futures contracts exposes the Fund to leverage and tracking risks because a small investment in futures contracts may produce large losses and futures contracts may not be perfect substitutes for securities.


·

Leverage Risk. Using derivatives to increase the Fund's combined long and short exposure creates leverage, which can magnify the Fund's potential for gain or loss and, therefore, amplify the effects of market volatility on the Fund's share price.


·

Limited History of Operations.   The Fund is a new mutual fund and has a limited history of operation.  


·

Management Risk.   The Advisor's asset selection methodology may produce incorrect judgments about the value a particular asset and may not produce the desired results.  


·

Short Position Risk.  The Fund will incur a loss as a result of a short position if the price of the short position instrument increases in value between the date of the short position sale and the date on which an offsetting position is purchased.  Short positions may be considered speculative transactions and involve special risks, including greater reliance on the Advisor's ability to accurately anticipate the future value of a security or instrument.  The Fund's losses are potentially unlimited in a short position transaction.


·

Underlying Funds Risk.  Underlying Funds are subject to investment advisory and other expenses, which will be indirectly paid by the Fund.  


Performance:


Because the Fund has less than a full calendar year of investment operations, no performance information is presented for the Fund at this time.



  In the future, performance information will be presented in this section of this Prospectus.  Also, shareholder reports containing financial and performance information will be mailed to shareholders semi-annually.   Updated performance information is available by calling 1- 888-944-4367.


Advisor: Compass Efficient Model Portfolios, LLC, also known as Compass EMP, is the Fund's investment advisor (the " Advisor ").


Portfolio Managers:   Stephen Hammers, Dan Banaszak and Rob Bateman serve as the Fund's Portfolio Management Team.  


Purchase and Sale of Fund Shares:   The minimum initial investment in the Fund is $2,500 for Class A, Class C and Class T shares and $100,000 for Class I shares.   The minimum subsequent investment in each share class is $50.  You may purchase and redeem shares of the Fund on any day that the New York Stock Exchange is open.  Redemption requests may be made in writing, by telephone or through a financial intermediary and will be paid by check or wire transfer.


Tax Information:   Dividends and capital gain distributions you receive from the Fund, whether you reinvest your distributions in additional Fund shares or receive them in cash, are taxable to you at either ordinary income or capital gains tax rates unless you are investing through a tax-deferred plan such as an IRA or a 401(k) plan.   If you are investing in a tax-free plan, distributions may be taxable upon withdrawal from the plan.

Payment to Broker-Dealers and Other Financial Intermediaries:   If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment.   Ask your salesperson or visit your financial intermediary's website for more information.






FUND SUMMARY—COMPASS EMP INTERNATIONAL HEDGED BOND FUND


Investment Objective:   The Fund's objective is total return.      


Fees and Expenses of the Fund:   This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.   You may qualify for sales charge discounts on purchases of Class A or Class T shares if you and your family invest, or agree to invest in the future, at least $50,000 in the Compass EMP Funds.   More information about these and other discounts is available from your financial professional and in How to Buy Shares on page [____] of the Fund's Prospectus.

 

Shareholder Fees

(fees paid directly from your investment)

Class A

Class T

Class C

Class I

Maximum Sales Charge (Load) Imposed on Purchases

(as a percentage of offering price)

5.75%

3.50%

None

None

Wire Redemption Fee (per wire redemption; deducted directly from account)

$15.00

$15.00

$15.00

$15.00

 

 

 

 

 

Annual Fund Operating Expenses

 

 

 

 

(expenses that you pay each year as a

percentage of the value of your investment)

 

 

 

 

Management Fees

0.80%

0.80%

0.80%

0.80%

Distribution and/or Service (12b-1) Fees

0.25%

0.50%

1.00%

0.00%

Other Expenses (1)

XX%

XX%

XX%

XX%

Acquired Fund Fees and Expenses (1)

XX%

XX%

XX%

XX%

Total Annual Fund Operating Expenses

XX%

XX%

XX%

XX%

Fee Waivers and Expense Reimbursement (2)

XX%

XX%

XX%

XX%

Total Annual Fund Operating Expenses After Fee Waivers and Expense Reimbursement

[___]%

[___]%

[___]%

[___]%

(1)

Estimated for the current fiscal year.

(2)

The advisor has contractually agreed to waive its fees and reimburse expenses of the Fund, at least until [____], 2013 to ensure that Total Annual Fund Operating Expenses After Fee Waiver and Reimbursement (exclusive of any taxes, interest, brokerage commissions, acquired fund fees and expenses, 12b-1 distribution and/or servicing fees and extraordinary expenses, such as litigation or reorganization costs, and inclusive of organizational costs incurred prior to the commencement of operations) will not exceed 0. 95% for each class of shares of the Fund.   The agreement may be terminated only by the Fund's Board of Trustees on 60 days' written notice to the advisor.  


Example:   This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.   The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5% return each year and that each Fund's operating expenses remain the same.   Although your actual costs may be higher or lower, based upon these assumptions your costs would be:





 


Class

1 Year

3 Years

Class A

$[____]

$[____]

Class C

$[____]

$[____]

Class T

$[____]

$[____]

Class I

$[____]

$[____]


Portfolio Turnover:   The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).   A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance.  


Principal Investment Strategies  


The Fund seeks to achieve its investment objectives primarily by investing (long or short ) in fixed-income futures related to bonds issued by foreign (non-U.S. and non-emerging markets) companies and governments or by holding cash.   The Fund may invest directly in bond futures, individual foreign government bonds or foreign corporate bonds or indirectly in such investments through limited partnerships, limited liability companies and other types of pooled investment vehicles ("Underlying Funds").  Some Underlying Funds that invest in bond or interest rate derivatives may technically be considered commodity pools.   The Fund's fixed-income investments will be weighted based on the volatility of each investment.  The Fund seeks to limit risk during unfavorable market conditions by reducing its exposure to the market.  Emerging markets are generally those with a less-developed economy and per-capital income significantly lower than the U.S.  The Advisor may engage a sub-adviser or sub-advisers to execute a portion of the Fund's investment strategy.


The Fund will invest its cash in excess of the amount required for futures collateral primarily in fixed-income securities, including U.S. Treasury bills and notes, commercial paper and corporate bonds . With respect to such excess cash investments, the Fund expects the average fixed-income maturity to be 12 months or less and the average credit quality of such securities to be " A " or better.

Under normal market conditions, the Fund invests at least 80% of its assets (defined as net assets plus any borrowing for investment purposes) directly in bonds issued by companies headquartered outside of the U.S. and not in emerging markets countries or foreign (non-emerging markets) government entities or agencies or indirectly in such investments through limited partnerships, limited liability companies and other types of pooled investment vehicles that primarily invest in such bonds or bond futures.

Principal Risks of Investing in the Fund


As with any mutual fund, there is no guarantee that the Fund will achieve its goal.  The Fund's returns will vary and you could lose money on your investment in the Fund. The Fund is not intended to be a complete investment program.


·

Currency Risk. The Fund's net asset value could decline as a result of changes in the exchange rates between foreign currencies and the U.S. dollar. Additionally, certain foreign countries may impose restrictions on the ability of issuers of foreign securities to make payment of principal and interest to investors located outside the country, due to blockage of foreign currency exchanges or otherwise.


·

Fixed Income Risk. The value of the Fund's direct or indirect investments in bonds will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of bonds and bond funds owned by the Fund. On the other hand, if rates fall, the value of the fixed income securities generally increases.   The value of fixed income securities typically falls when an issuer's credit quality declines and may even become worthless if an issuer defaults.


·

Foreign Exposure Risk. Special risks associated with investments in foreign markets may include less liquidity, greater volatility, less developed or less efficient trading markets, lack of comprehensive company information, political instability and differing auditing and legal standards.


·

Futures Risk. The Fund's use of futures contracts exposes the Fund to leverage and tracking risks because a small investment in futures contracts may produce large losses and futures contracts may not be perfect substitutes for securities.


·

Leverage Risk. Using derivatives to increase the Fund's combined long and short exposure creates leverage, which can magnify the Fund's potential for gain or loss and, therefore, amplify the effects of market volatility on the Fund's share price.


·

Limited History of Operations.   The Fund is a new mutual fund and has a limited history of operation.  


·

Management Risk.   The Advisor's asset selection methodology may produce incorrect judgments about the value a particular asset and may not produce the desired results.  


·

Short Position Risk .  The Fund will incur a loss as a result of a short position if the price of the short position instrument increases in value between the date of the short position sale and the date on which an offsetting position is purchased.  Short positions may be considered speculative transactions and involve special risks, including greater reliance on the Advisor's ability to accurately anticipate the future value of a security or instrument.  The Fund's losses are potentially unlimited in a short position transaction.


·

Underlying Funds Risk.  Underlying Funds are subject to investment advisory and other expenses, which will be indirectly paid by the Fund.  


Performance:


Because the Fund has less than a full calendar year of investment operations, no performance information is presented for the Fund at this time.



  In the future, performance information will be presented in this section of this Prospectus.  Also, shareholder reports containing financial and performance information will be mailed to shareholders semi-annually.   Updated performance information is available by calling 1- 888-944-4367.


Adviser : Compass Efficient Model Portfolios, LLC, also known as Compass EMP, is the Fund's investment Advisor (the " Advisor ").


Portfolio Managers:   Stephen Hammers, Dan Banaszak and Rob Bateman serve as the Fund's Portfolio Management Team.  


Purchase and Sale of Fund Shares:   The minimum initial investment in the Fund is $2,500 for Class A, Class C and Class T shares and $100,000 for Class I shares.   The minimum subsequent investment in each share class is $50.   You may purchase and redeem shares of the Fund on any day that the New York Stock Exchange is open.  Redemption requests may be made in writing, by telephone or through a financial intermediary and will be paid by check or wire transfer.


Tax Information:   Dividends and capital gain distributions you receive from the Fund, whether you reinvest your distributions in additional Fund shares or receive them in cash, are taxable to you at either ordinary income or capital gains tax rates unless you are investing through a tax-deferred plan such as an IRA or a 401(k) plan.   If you are investing in a tax-free plan, distributions may be taxable upon withdrawal from the plan.

Payment to Broker-Dealers and Other Financial Intermediaries:   If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment.   Ask your salesperson or visit your financial intermediary's website for more information.





FUND SUMMARY—COMPASS EMP U.S. ENHANCED BOND FUND


Investment Objective:   The Fund's objective is total return.     


Fees and Expenses of the Fund:   This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.  You may qualify for sales charge discounts on purchases of Class A or Class T shares if you and your family invest, or agree to invest in the future, at least $50,000 in the Compass EMP Funds.   More information about these and other discounts is available from your financial professional and in How to Buy Shares on page [____] of the Fund's Prospectus.

 

Shareholder Fees

(fees paid directly from your investment)

Class A

Class T

Class C

Class I

Maximum Sales Charge (Load) Imposed on Purchases

(as a percentage of offering price)

5.75%

3.50%

None

None

Wire Redemption Fee (per wire redemption; deducted directly from account)

$15.00

$15.00

$15.00

$15.00

 

 

 

 

 

Annual Fund Operating Expenses

 

 

 

 

(expenses that you pay each year as a

percentage of the value of your investment)

 

 

 

 

Management Fees

0.50%

0.50%

0.50%

0.50%

Distribution and/or Service (12b-1) Fees

0.25%

0.50%

1.00%

0.00%

Other Expenses (1)

XX%

XX%

XX%

XX%

Acquired Fund Fees and Expenses (1)

XX%

XX%

XX%

XX%

Total Annual Fund Operating Expenses

XX%

XX%

XX%

XX%

Fee Waivers and Expense Reimbursement (2)

XX%

XX%

XX%

XX%

Total Annual Fund Operating Expenses After Fee Waivers and Expense Reimbursement

[___]%

[___]%

[___]%

[___]%

 

 

(1)

Estimated for the current fiscal year.

(2)

The advisor has contractually agreed to waive its fees and reimburse expenses of the Fund, at least until [____], 2013 to ensure that Total Annual Fund Operating Expenses After Fee Waiver and Reimbursement (exclusive of any taxes, interest, brokerage commissions, acquired fund fees and expenses, 12b-1 distribution and/or servicing fees and extraordinary expenses, such as litigation or reorganization costs, and inclusive of organizational costs incurred prior to the commencement of operations) will not exceed 0.60% for each class of shares of the Fund.   The agreement may be terminated only by the Fund's Board of Trustees on 60 days' written notice to the advisor.  


Example:   This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.   The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.   The Example also assumes that your investment has a 5% return each year and that each Fund's operating expenses remain the same.



 Although your actual costs may be higher or lower, based upon these assumptions your costs would be:


Class

1 Year

3 Years

Class A

$[____]

$[____]

Class C

$[____]

$[____]

Class T

$[____]

$[____]

Class I

$[____]

$[____]


Portfolio Turnover:   The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).   A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.   These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance.  


Principal Investment Strategies  


The Fund seeks to achieve its investment objectives primarily by investing in long-only U.S. Treasury futures.  The Fund may invest directly in bond futures, individual Treasury bills or corporate bonds or indirectly in such investments through limited partnerships, limited liability companies and other types of pooled investment vehicles ("Underlying Funds").  Some Underlying Funds that invest in bond or interest rate derivatives may technically be considered commodity pools.  The Fund's fixed-income investments will be weighted based on the volatility of each investment.  The Fund will invest its cash in excess of the amount required for futures collateral primarily in fixed-income securities, including U.S. Treasury bills and notes, commercial paper and corporate bonds with an average credit quality of " A " or better.  The Fund's target bond duration is three to seven years; however , the Fund may reduce the bond duration based on the rising trend of yields or the declining trend of bond prices.  The Fund does not invest in high-yield ("junk") bonds as part of its principal strategy.


Under normal market conditions, the Fund invests at least 80% of its assets (defined as net assets plus any borrowing for investment purposes) directly in bonds issued by U.S. companies or government entities or agencies or indirectly in such investments through limited partnerships, limited liability companies and other types of pooled investment vehicles that primarily invest in such bonds or bond futures.

Principal Risks of Investing in the Fund


As with any mutual fund, there is no guarantee that the Fund will achieve its goal.   The Fund's returns will vary and you could lose money on your investment in the Fund.   The Fund is not intended to be a complete investment program.


·

Fixed Income Risk. The value of the Fund's direct or indirect investments in bonds will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of bonds and bond funds owned by the Fund. On the other hand, if rates fall, the value of the fixed income securities generally increases.  The value of fixed income securities typically falls when an issuer's credit quality declines and may even become worthless if an issuer defaults.


·

Futures Risk. The Fund's use of futures contracts exposes the Fund to leverage and tracking risks because a small investment in futures contracts may produce large losses and futures contracts may not be perfect substitutes for securities.


·

Leverage Risk. Using derivatives to increase the Fund's long exposure creates leverage, which can magnify the Fund's potential for gain or loss and, therefore, amplify the effects of market volatility on the Fund's share price.


·

Limited History of Operations.  The Fund is a new mutual fund and has a limited history of operation.  


·

Management Risk.   The Advisor's asset selection methodology may produce incorrect judgments about the value a particular asset and may not produce the desired results.  


·

Underlying Funds Risk.  Underlying Funds are subject to investment advisory and other expenses, which will be indirectly paid by the Fund.  


Performance:


Because the Fund has less than a full calendar year of investment operations, no performance information is presented for the Fund at this time.  In the future, performance information will be presented in this section of this Prospectus.  Also, shareholder reports containing financial and performance information will be mailed to shareholders semi-annually.  Updated performance information is available by calling 1-888-944-4367.


Advisor: Compass Efficient Model Portfolios, LLC, also known as Compass EMP, is the Fund's investment advisor (the "Advisor").


Portfolio Managers:  Stephen Hammers, Dan Banaszak and Rob Bateman serve as the Fund's Portfolio Management Team.  


Purchase and Sale of Fund Shares:   The minimum initial investment in the Fund is $2,500 for Class A, Class C and Class T shares and $100,000 for Class I shares.  The minimum subsequent investment in each share class is $50.  You may purchase and redeem shares of the Fund on any day that the New York Stock Exchange is open. Redemption requests may be made in writing, by telephone or through a financial intermediary and will be paid by check or wire transfer.


Tax Information:   Dividends and capital gain distributions you receive from the Fund, whether you reinvest your distributions in additional Fund shares or receive them in cash, are taxable to you at either ordinary income or capital gains tax rates unless you are investing through a tax-deferred plan such as an IRA or a 401(k) plan.   If you are investing in a tax-free plan, distributions may be taxable upon withdrawal from the plan.

Payment to Broker-Dealers and Other Financial Intermediaries:   If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services.  These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment.  Ask your salesperson or visit your financial intermediary's website for more information.




FUND SUMMARY—COMPASS EMP INTERNATIONAL ENHANCED BOND FUND


Investment Objective:   The Fund's objective is total return.

 

Fees and Expenses of the Fund:   This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.  You may qualify for sales charge discounts on purchases of Class A or Class T shares if you and your family invest, or agree to invest in the future, at least $50,000 in the Compass EMP Funds.  More information about these and other discounts is available from your financial professional and in How to Buy Shares on page [____] of the Fund's Prospectus.


Shareholder Fees

(fees paid directly from your investment)

Class A

Class T

Class C

Class I

Maximum Sales Charge (Load) Imposed on Purchases

(as a percentage of offering price)

5.75%

3.50%

None

None

Wire Redemption Fee (per wire redemption; deducted directly from account)

$15.00

$15.00

$15.00

$15.00

 

 

 

 

 

Annual Fund Operating Expenses

 

 

 

 

(expenses that you pay each year as a

percentage of the value of your investment)

 

 

 

 

Management Fees

0.55%

0.55%

0.55%

0.55%

Distribution and/or Service (12b-1) Fees

0.25%

0.50%

1.00%

0.00%

Other Expenses (1)

XX%

XX%

XX%

XX%

Acquired Fund Fees and Expenses (1)

XX%

XX%

XX%

XX%

Total Annual Fund Operating Expenses

XX%

XX%

XX%

XX%

Fee Waivers and Expense Reimbursement (2)

XX%

XX%

XX%

XX%

Total Annual Fund Operating Expenses After Fee Waivers and Expense Reimbursement

[___]%

[___]%

[___]%

[___]%


(1)

Estimated for the current fiscal year.

(2)

The advisor has contractually agreed to waive its fees and reimburse expenses of the Fund, at least until [____], 2013 to ensure that Total Annual Fund Operating Expenses After Fee Waiver and Reimbursement (exclusive of any taxes, interest, brokerage commissions, acquired fund fees and expenses, 12b-1 distribution and/or servicing fees and extraordinary expenses, such as litigation or reorganization costs, and inclusive of organizational costs incurred prior to the commencement of operations) will not exceed 0.70% for each class of shares of the Fund.  The agreement may be terminated only by the Fund's Board of Trustees on 60 days' written notice to the advisor.  


Example:  This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5% return each year and that each Fund's operating expenses remain the same.  Although your actual costs may be higher or lower, based upon these assumptions your costs would be:


Class

1 Year

3 Years

Class A

$[____]

$[____]

Class C

$[____]

$[____]

Class T

$[____]

$[____]

Class I

$[____]

$[____]


Portfolio Turnover:  The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).  A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance.  


Principal Investment Strategies  


The Fund seeks to achieve its investment objectives primarily by investing (long only) directly in bonds issued by foreign (non-U.S. and non-emerging markets) companies and governments.  The Fund may invest directly in bond futures, individual foreign government bonds or foreign corporate bonds or indirectly in such investments through limited partnerships, limited liability companies and other types of pooled investment vehicles ("Underlying Funds"). Some Underlying Funds that invest in bond or interest rate derivatives may technically be considered commodity pools.  The Fund's fixed-income investments will be weighted based on the volatility of each investment.  The Fund will invest its cash in excess of the amount required for futures collateral primarily in fixed-income securities, including U.S. Treasury bills and notes, commercial paper and corporate bonds with an average credit quality of "A" or better.  Emerging markets are generally those with a less-developed economy and per-capital income significantly lower than the U.S.  


The Fund's target bond duration is three to seven years; however, the Fund may reduce the bond duration based on the rising trend of yields or the declining trend of bond prices.  The Fund does not invest in high-yield ("junk") bonds as part of its principal strategy. In considering fixed-income securities or indirect investments in fixed-income securities, the average credit rating for these securities is expected to be investment grade (defined as having a rating of BBB- and above).


Under normal market conditions, the Fund invests at least 80% of its assets (defined as net assets plus any borrowing for investment purposes) directly in bonds issued by companies headquartered outside of the U.S. and not in emerging markets countries or foreign (non-emerging markets) government entities or agencies or indirectly in such investments through limited partnerships, limited liability companies and other types of pooled investment vehicles that primarily invest in such bonds or bond futures.

Principal Risks of Investing in the Fund


As with any mutual fund, there is no guarantee that the Fund will achieve its goal.  The Fund's returns will vary and you could lose money on your investment in the Fund. The Fund is not intended to be a complete investment program.


·

Currency Risk. The Fund's net asset value could decline as a result of changes in the exchange rates between foreign currencies and the U.S. dollar. Additionally, certain foreign countries may impose restrictions on the ability of issuers of foreign securities to make payment of principal and interest to investors located outside the country, due to blockage of foreign currency exchanges or otherwise.


·

Fixed Income Risk. The value of the Fund's direct or indirect investments in bonds will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of bonds and bond funds owned by the Fund. On the other hand, if rates fall, the value of the fixed income securities generally increases. The value of fixed income securities typically falls when an issuer's credit quality declines and may even become worthless if an issuer defaults.


·

Foreign Exposure Risk. Special risks associated with investments in foreign markets may include less liquidity, greater volatility, less developed or less efficient trading markets, lack of comprehensive company information, political instability and differing auditing and legal standards.


·

Futures Risk. The Fund's use of futures contracts exposes the Fund to leverage and tracking risks because a small investment in futures contracts may produce large losses and futures contracts may not be perfect substitutes for securities.


·

Leverage Risk. Using derivatives to increase the Fund's long exposure creates leverage, which can magnify the Fund's potential for gain or loss and, therefore, amplify the effects of market volatility on the Fund's share price.


·

Limited History of Operations.   The Fund is a new mutual fund and has a limited history of operation.  


·

Management Risk.   The Advisor's asset selection methodology may produce incorrect judgments about the value a particular asset and may not produce the desired results.


·

Underlying Funds Risk.  Underlying Funds are subject to investment advisory and other expenses, which will be indirectly paid by the Fund.    


Performance:


Because the Fund has less than a full calendar year of investment operations, no performance information is presented for the Fund at this time.



  In the future, performance information will be presented in this section of this Prospectus.  Also, shareholder reports containing financial and performance information will be mailed to shareholders semi-annually.   Updated performance information is available by calling 1- 888-944-4367.


Advisor : Compass Efficient Model Portfolios, LLC, also known as Compass EMP, is the Fund's investment advisor (the " Advisor ").


Portfolio Managers:  Stephen Hammers, Dan Banaszak and Rob Bateman serve as the Fund's Portfolio Management Team.  


Purchase and Sale of Fund Shares:   The minimum initial investment in the Fund is $2,500 for Class A, Class C and Class T shares and $100,000 for Class I shares.  The minimum subsequent investment in each share class is $50.   You may purchase and redeem shares of the Fund on any day that the New York Stock Exchange is open.  Redemption requests may be made in writing, by telephone or through a financial intermediary and will be paid by check or wire transfer.


Tax Information:   Dividends and capital gain distributions you receive from the Fund, whether you reinvest your distributions in additional Fund shares or receive them in cash, are taxable to you at either ordinary income or capital gains tax rates unless you are investing through a tax-deferred plan such as an IRA or a 401(k) plan.   If you are investing in a tax-free plan, distributions may be taxable upon withdrawal from the plan.

Payment to Broker-Dealers and Other Financial Intermediaries:   If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment.  Ask your salesperson or visit your financial intermediary's website for more information.






FUND SUMMARY—COMPASS EMP ULTRA SHORT-TERM FIXED INCOME FUND


Investment Objective:   The Fund's objective is current income.


Fees and Expenses of the Fund:   This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.  You may qualify for sales charge discounts on purchases of Class A shares if you and your family invest, or agree to invest in the future, at least $50,000 in the Compass EMP Funds.  More information about these and other discounts is available from your financial professional and in How to Buy Shares on page [____] of the Fund's Prospectus.

 

 

Shareholder Fees

(fees paid directly from your investment)

Class I

Class A

Maximum Sales Charge (Load) Imposed on Purchases

(as a percentage of offering price)

0.00%

1.00%

Wire Redemption Fee (per wire redemption; deducted directly from account)

$15.00

$15.00

 

 

 

Annual Fund Operating Expenses

 

 

(expenses that you pay each year as a

percentage of the value of your investment)

 

 

Management Fees

0.40%

0.40%

Distribution and/or Service (12b-1) Fees

XX%

XX%

Other Expenses (1)

XX%

XX%

Acquired Fund Fees and Expenses (1)

XX%

XX%

Total Annual Fund Operating Expenses

XX%

XX%

Fee Waivers and Expense Reimbursement (2)

XX%

XX%

Total Annual Fund Operating Expenses After Fee Waivers and Expense Reimbursement

[___]%

[___]%


(1)

Estimated for the current fiscal year.

(2)

The advisor has contractually agreed to waive its fees and reimburse expenses of the Fund, at least until [____], 2013 to ensure that Total Annual Fund Operating Expenses After Fee Waiver and Reimbursement (exclusive of any taxes, interest, brokerage commissions, acquired fund fees and expenses, 12b-1 distribution and/or servicing fees and extraordinary expenses, such as litigation or reorganization costs, and inclusive of organizational costs incurred prior to the commencement of operations) will not exceed 0.45% for each class of shares of the Fund.  The agreement may be terminated only by the Fund's Board of Trustees on 60 days' written notice to the advisor.  


Example:  This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5% return each year and that each Fund's operating expenses remain the same.  Although your actual costs may be higher or lower, based upon these assumptions your costs would be:


Class

1 Year

3 Years

Class I

$[____]

$[____]

Class A

$[____]

$[____]


Portfolio Turnover:  The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).  A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance.  


Principal Investment Strategies  


The Fund seeks to achieve its investment objectives by investing primarily in Treasury bills and notes, commercial paper and corporate bonds.  The average fixed-income maturity of the Fund is expected to be 12 months or less and average credit quality of the Fund is expected to be "A" or better. Under normal market conditions, the Fund invests at least 80% of its assets (defined as net assets plus any borrowing for investment purposes) directly in fixed-income instruments, including Treasury bills and notes, commercial paper and corporate bonds, with a remaining maturity of one year, or less.


Principal Risks of Investing in the Fund


As with any mutual fund, there is no guarantee that the Fund will achieve its goal.  The Fund's returns will vary and you could lose money on your investment in the Fund.  The Fund is not intended to be a complete investment program.


·

Fixed Income Risk. The value of the Fund's direct or indirect investments in bonds will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of bonds and bond funds owned by the Fund. On the other hand, if rates fall, the value of the fixed income securities generally increases.  The value of fixed income securities typically falls when an issuer's credit quality declines and may even become worthless if an issuer defaults.


·

Limited History of Operations.  The Fund is a new mutual fund and has a limited history of operation.  


·

Management Risk.   The Advisor's asset selection methodology may produce incorrect judgments about the value a particular asset and may not produce the desired results.


Performance:


Because the Fund has less than a full calendar year of investment operations, no performance information is presented for the Fund at this time.  In the future, performance information will be presented in this section of this Prospectus.  Also, shareholder reports containing financial and performance information will be mailed to shareholders semi-annually.  Updated performance information is available by calling 1-888-944-4367.


Adviser: Compass Efficient Model Portfolios, LLC, also known as Compass EMP, is the Fund's investment Advisor (the "Advisor").


Portfolio Managers:  Stephen Hammers, Rob Bateman and Dan Banaszak serve as the Fund's Portfolio Management Team.  


Purchase and Sale of Fund Shares:   The minimum initial investment in the Fund is $2,500, and the minimum subsequent investment is $50.  You may purchase and redeem shares of the Fund on any day that the New York Stock Exchange is open.  Redemptions requests may be made in writing, by telephone or through a financial intermediary and will be paid by check of wire transfer.

Tax Information:   Dividends and capital gain distributions you receive from the Fund, whether you reinvest your distributions in additional Fund shares or receive them in cash, are taxable to you at either ordinary income or capital gains tax rates unless you are investing through a tax-deferred plan such as an IRA or a 401(k) plan.   If you are investing in a tax-free plan, distributions may be taxable upon withdrawal from the plan.

Payment to Broker-Dealers and Other Financial Intermediaries:   If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services.  These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment.   Ask your salesperson or visit your financial intermediary's website for more information.









ADDITIONAL INFORMATION ABOUT PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS


INVESTMENT OBJECTIVES


Compass EMP U.S. Large Cap 500 Volatility Weighted Fund (" Large Cap Fund ")

The Fund seeks to provide investment results that match the performance of the CEMP U.S. Large Cap 500 Volatility Weighted Index before expenses.


Compass EMP U.S. Small Cap 500 Volatility Weighted Fund (" Small Cap Fund ")

The Fund seeks to provide investment results that match the performance of the CEMP U.S. Small Cap 500 Volatility Weighted Index before expenses.


Compass EMP International 500 Volatility Weighted Fund (" International Fund ")

The Fund seeks to provide investment results that match the performance of the CEMP International 500 Volatility Weighted Index before expenses.


Compass EMP Emerging Market 500 Volatility Weighted Fund (" Emerging Market Fund ")

The Fund seeks to provide investment results that match the performance of the CEMP Emerging Market 500 Volatility Weighted Index before expenses.


Compass EMP U.S. REIT Hedged Volatility Weighted Fund ("U.S. REIT Hedged Fund ")

The Fund seeks to provide investment results that match the performance of the CEMP REIT Hedged Volatility Weighted Index before expenses.


Compass EMP U.S. Equity Hedged Volatility Weighted Fund (" U.S. Equity Hedged Fund ")

The Fund seeks to provide investment results that match the performance of the CEMP U.S. Equity Hedged Volatility Weighted Index before expenses.


Compass EMP U.S. Equity Long/Short Fund ("U.S. Long/Short Fund")

The Fund's objective is capital appreciation.


Compass EMP International Equity Long/Short Fund ("International Long/Short Fund")

The Fund's objective is capital appreciation.


Compass EMP International Equity Hedged Volatility Weighted Fund (" International Equity Hedged Fund ")

The Fund seeks to provide investment results that match the performance of the CEMP International Equity Hedged Volatility Weighted Index before expenses.


Compass EMP Commodity Long/Short Strategies Fund (" Commodity Long/Short Fund ")

The Fund's objective is capital appreciation.


Compass EMP Commodity Strategies Volatility Weighted Fund ("Commodity Strategies Fund")

The Fund seeks to provide investment results that match the performance of the CEMP Commodity Volatility Weighted Index before expenses.


Compass EMP Managed Futures Strategy Fund ("Managed Futures Fund")

The Fund's objective is absolute return.


Compass EMP U.S. Hedged Bond Fund (" U.S. Hedged Bond Fund ")

The Fund's objective is total return.      


Compass EMP International Hedged Bond Fund (" International Hedged Bond Fund ")

The Fund 's

 objective is total return.      


Compass EMP U.S. Enhanced Bond Fund (" U.S. Enhanced Bond Fund ")

The Fund's objective is total return.      


Compass EMP International Enhanced Bond Fund (" International Enhanced Bond Fund ")

The Fund's objective is total return.      


Compass EMP Ultra Short-Term Fixed Income Fund ("Ultra Short-Term Fund ")

The Fund's objective is current income.



Each Fund's investment objective(s) is/are a non-fundamental policy and may be changed by the Funds' Board of Trustees upon 60 days' written notice to shareholders.



PRINCIPAL INVESTMENT STRATEGIES


Large Cap Fund

The CEMP U.S. Large Cap 500 Volatility Weighted Index (the " Index ") is an unmanaged index that generally consists of the common stock of the 500 largest companies that have their headquarters in the U.S. and the stock of which trades on U.S. exchanges by market capitalization.   The Index includes only companies with positive earnings for the previous four quarters.    The Index is then weighted based on the volatility of each stock relative to the average volatility of all of the stocks in the Index.   The Index may include less than 500 stocks depending on the number of companies meeting the Index's criteria. The Index is reconstituted every March and September.   Stocks that would otherwise be included in the Index may be excluded if their inclusion would cause the Index to have more than 25% exposure to any particular sector.   In such event, the stock of the smallest company by market capitalization in the Index in the over-exposed sector is removed from the Index until the exposure is at or less than 25%.   Companies may be added to the Index in between reconstitution dates only as a result of a merger or acquisition and only if the new company has had positive earnings for the previous four quarters.

Small Cap Fund

The CEMP U.S. Small Cap 500 Volatility Weighted Index (the " Index ") is an unmanaged index that generally consists of the common stock of the 500 largest companies by market capitalization that have their headquarters in the U.S., market capitalizations of less than $3 billion, and the stock of which trades on a U.S. exchange.   The Index includes only companies with positive earnings for the previous four quarters.    The Index is then weighted based on the volatility of each stock relative to the average volatility of all of the stocks in the Index.   The Index may include less than 500 stocks depending on the number of companies meeting the Index's criteria. The Index is reconstituted every March and September.   Stocks that would otherwise be included in the Index may be excluded if their inclusion would cause the Index to have more than 25% exposure to any particular sector.   In such event, the stock of the smallest company by market capitalization in the Index in the over-exposed sector is removed from the Index until the exposure is at or less than 25%.   Companies may be added to the Index in between reconstitution dates only as a result of a merger or acquisition and only if the new company has had positive earnings for the previous four quarters.

International Fund

The CEMP International 500 Volatility Weighted Index (the " Index ") is an unmanaged index that generally consists of the common stock of the 500 largest companies by market capitalization that have their headquarters in a developed country (excluding the U.S. and emerging markets) and the stock of which trades on an exchange in a developed country (other than the U.S. and emerging markets).   The Index includes only companies with positive earnings for the previous four quarters and sufficient liquidity based on the average volume of shares traded.   The Fund considers trading volume sufficient if the price of a company's shares is not materially impacted by the Fund's buying and selling.  The Index is then weighted based on the volatility of each stock relative to the average volatility of all of the stocks in the Index.   The Index may include less than 500 stocks depending on the number of companies meeting the Index's criteria. The Index is reconstituted every March and September.   Stocks that would otherwise be included in the Index may be excluded if their inclusion would cause the Index to have more than 20% exposure to any particular country.   In such event, the stock of the smallest company by market capitalization in the Index in the over-exposed country is removed and replaced with the stock of the next largest company from a different country until the exposure for all countries is at or less than 20%.   Companies may be added to the Index in between reconstitution dates only as a result of a merger or acquisition and only if the new company has had positive earnings for the previous four quarters.

Emerging Market Fund

The CEMP International 500 Volatility Weighted Index (the "Index") is an unmanaged index that generally consists of the common stock of the 500 largest companies by market capitalization that have their headquarters in a developed country (excluding the U.S. and emerging markets) and the stock of which trades on an exchange in a developed country (other than the U.S. and emerging markets).  Emerging markets are generally those with a less-developed economy and per-capital income significantly lower than the U.S.  The Index includes only those companies with consistent positive earnings and is weighted based on the volatility of each stock.  The Index may include less than 500 stocks depending on the number of companies meeting the Index's criteria. The Index is reconstituted every March and September and is adjusted to limit exposure to any particular country to 20%.  

U.S. REIT Hedged Fund

The CEMP REIT Hedged Volatility Weighted Index (the " Index ") is an unmanaged index that generally consists of the common stock of the 100 largest real estate investment trusts (" REITs ") by market capitalization that have their headquarters in the U.S. and the stock of which trades on U.S. exchanges.   The Index includes only companies with positive earnings for the previous four quarters.    The Index is then weighted based on the volatility of each stock relative to the average volatility of all of the stocks in the Index.   The Index may include less than 100 stocks depending on the number of companies meeting the Index's criteria. The Index is reconstituted every March and September.   Stocks that would otherwise be included in the Index may be excluded if their inclusion would cause the Index to have more than 25% exposure to any particular type of REIT (e.g., apartments, storage, shopping centers).   In such event, the stock of the smallest company by market capitalization in the Index of the over-exposed type is removed from the Index until the exposure is at or less than 25%.   Companies may be added to the Index in between reconstitution dates only as a result of a merger or acquisition and only if the new company has had positive earnings for the previous four quarters.

U.S. Equity Hedged Fund

The CEMP U.S. Equity Hedged Volatility Weighted Index (the " U.S. Equity Hedged Index ") is an unmanaged index that generally consists of the stocks in the CEMP U.S. Large Cap 500 Volatility Weighted Index (the " Large Cap Index ") as described above.  

The U.S. Equity Hedged Index seeks to limit risk during unfavorable (non-normal) market conditions by reducing its exposure to the market.   During a period of market decline, defined as a 10% drop in the value of the Large Cap Index over a month-end-to-month-end, the U.S. Equity Hedged Index's exposure to the market may be as low as 25% depending on the magnitude and duration of such decline.   The U.S. Equity Hedged Index will return to being fully invested if the month end value of the Large Cap Index either returns to its pre-liquidation value or drops to 40% of its previous high value.

When the U.S. Equity Hedged Index's exposure to the market is less than 100%, the Fund's uninvested assets will be invested in short term fixed-income securities, including Treasury bills and notes, money market funds, commercial paper and corporate bonds, or in other entities that invest in such fixed-income securities.

U.S. Long/Short Fund

The Fund seeks to achieve its investment objective by investing long or short primarily in a portfolio of equity securities of companies that have their headquarters in the U.S. and the stock of which trades on a U.S. exchange.   The Fund defines equity securities to include common stock, futures on common stock or stock indices, limited partnerships and limited liability companies, that invest primarily in equity securities.   Under normal market conditions, the Fund invests at least 80% of its assets (defined as net assets plus any borrowing for investment purposes) in equity securities of companies that have their headquarters in the U.S. and the stock of which trades on a U.S. exchange.

The Fund's Advisor uses a proprietary model to determine whether to be long or short in certain equities, industries, sectors or other parts of the equity markets.   The Fund's Advisor uses the model to attempt to achieve high, low or negative correlations to the broader equity markets.


International Long/Short Fund

The Fund seeks to achieve its investment objective by investing long or short primarily in a portfolio of equity securities of companies that have their headquarters in a developed country (including emerging markets, but excluding the U.S.) and the stock of which trades on an exchange in a developed country (including emerging markets, but excluding the U.S.).   The Fund defines equity securities to include common stock, futures on common stock or stock indices, limited partnerships and limited liability companies, that invest primarily in equity securities.   Under normal market conditions, the Fund invests at least 80% of its assets (defined as net assets plus any borrowing for investment purposes) in equity securities of companies that have their headquarters in a developed country (including emerging markets, but excluding the U.S.) and the stock of which trades on an exchange in a developed country (including emerging markets, but excluding the U.S.).

The Fund's Advisor uses a proprietary model to determine whether to be long or short in certain equities, industries, sectors, countries or other parts of the equity markets.   The Fund's Advisor uses the model to attempt to achieve high, low or negative correlations to the broader equity markets.


International Equity Hedged Fund

The CEMP International Equity Hedged Volatility Weighted Index (the " International Equity Hedged Index ") is an unmanaged index that generally consists of the stocks in the CEMP International 500 Volatility Weighted Index (the " International 500 Index ") as described above.  

The International Equity Hedged Index seeks to limit risk during unfavorable (non-normal) market conditions by reducing its exposure to the market.   During a period of market decline, defined as a 10% drop in the value of the International 500 Index, the International Equity Hedged Index's exposure to the market may be as low as 25% depending on the magnitude and duration of such decline.   The International Equity Hedged Index will return to being fully invested if the month end value of the International 500 Index either returns to its previous high value or drops to 60% of its previous high value.

When the International Equity Hedged Index's exposure to the market is less than 100%, the Fund's uninvested assets will be invested in short term fixed-income securities, including Treasury bills and notes, commercial paper and corporate bonds, or in other entities that invest in such fixed-income securities.

Commodity Long/Short Fund


The Fund seeks to achieve its investment objectives by investing up to 25% of the Fund's net assets (measured at the time of investment) in a wholly-owned and controlled subsidiary (the "Subsidiary") that will invest primarily in (long and short) commodity futures, as well as fixed income securities and other investments intended to serve as margin or collateral for the Subsidiary's derivative positions.   When viewed on a consolidated basis, the Subsidiary will be subject to the same investment restrictions as the Fund.   The Subsidiary's investments in futures contracts are weighted based on the volatility of each contract.  

The Fund will invest the balance of its assets primarily in fixed-income securities, including U.S. Treasury bills and notes, commercial paper and corporate bonds. The Fund expects the average fixed-income maturity to be 12 months or less and the average credit quality of such securities to be " A " or better.

Subsidiary

By investing in commodities indirectly through the Subsidiary, the Fund will obtain exposure to the commodities markets within the federal tax requirements that apply to the Fund.   Specifically, the Subsidiary is expected to provide the Fund with exposure to the commodities markets within the limitations of the federal tax requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").   Sub-chapter M requires, among other things, that at least 90% of the Fund's income be derived from securities or derived with respect to its business of investing in securities (typically referred to as "qualifying income").   The Fund may also make investments in certain commodity-linked securities through the Subsidiary because income from these securities is not treated as "qualifying income" for purposes of the 90% income requirement if the Fund invests in the security directly.  

The Internal Revenue Service has issued a number of private letter rulings to other mutual funds (unrelated to the Fund), which indicate that certain income from a fund's investment in a wholly-owned foreign subsidiary will constitute "qualifying income" for purposes of Subchapter M.   The Fund does not have a private letter ruling, but fully intends to comply with the IRS' rules if the IRS were to change its position.   To satisfy the 90% income requirement, the Subsidiary will, no less than annually, declare and distribute a dividend to the Fund, as the sole shareholder of the Subsidiary, in an amount approximately equal to the total amount of " Subpart F " income (as defined in Section 951 of the Code) generated by or expected to be generated by the Subsidiary's investments during the fiscal year.   Such dividend distributions are " qualifying income " pursuant to Subchapter M (Section 851(b)) of the Code.

Because the Fund may invest a substantial portion of its assets in the Subsidiary, which may hold some of the investments described in this Prospectus, the Fund may be considered to be investing indirectly in some of those investments through its Subsidiary.  

 

For that reason, references to the Fund may also include the Subsidiary. When viewed on a consolidated basis, the Subsidiary will be subject to the same investment restrictions and limitations, and follow the same compliance policies and procedures, as the Fund.

Commodity Strategies Fund

The CEMP Commodity Volatility Weighted Index (the "Index") is an unmanaged index that generally consists of long-only futures contracts related to the twenty most liquid commodities by trading volume.  The Index is weighted based on the volatility of each commodity.  The Index is reconstituted every March and September and is adjusted to limit the exposure to any one commodity to 25%.  As a non-principal strategy, the Subsidiary may invest in other entities, such as limited partnerships (including commodity pools) and limited liability companies that invest primarily in commodity futures.

Subsidiary

By investing in commodities indirectly through the Subsidiary, the Fund will obtain exposure to the commodities markets within the federal tax requirements that apply to the Fund.  Specifically, the Subsidiary is expected to provide the Fund with exposure to the commodities markets within the limitations of the federal tax requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").  Sub-chapter M requires, among other things, that at least 90% of the Fund's income be derived from securities or derived with respect to its business of investing in securities (typically referred to as "qualifying income").  The Fund may also make investments in certain commodity-linked securities through the Subsidiary because income from these securities is not treated as "qualifying income" for purposes of the 90% income requirement if the Fund invests in the security directly.  

The Internal Revenue Service has issued a number of private letter rulings to other mutual funds (unrelated to the Fund), which indicate that certain income from a fund's investment in a wholly-owned foreign subsidiary will constitute "qualifying income" for purposes of Subchapter M.  The Fund does not have a private letter ruling, but fully intends to comply with the IRS' rules if the IRS were to change its position.  To satisfy the 90% income requirement, the Subsidiary will, no less than annually, declare and distribute a dividend to the Fund, as the sole shareholder of the Subsidiary, in an amount approximately equal to the total amount of "Subpart F" income (as defined in Section 951 of the Code) generated by or expected to be generated by the Subsidiary's investments during the fiscal year.  Such dividend distributions are "qualifying income" pursuant to Subchapter M (Section 851(b)) of the Code.

Because the Fund may invest a substantial portion of its assets in the Subsidiary, which may hold some of the investments described in this Prospectus, the Fund may be considered to be investing indirectly in some of those investments through its Subsidiary.  For that reason, references to the Fund may also include the Subsidiary. When viewed on a consolidated basis, the Subsidiary will be subject to the same investment restrictions and limitations, and follow the same compliance policies and procedures, as the Fund.

Managed Futures Fund


The Fund seeks to achieve its investment objectives by investing up to 25% of the Fund's net assets (measured at the time of investment) in a wholly-owned and controlled subsidiary (the "Subsidiary") that will invest primarily in (long and short) commodity, currency and financial futures, as well as fixed income securities and other investments intended to serve as margin or collateral for the Subsidiary's derivative positions.   The Subsidiary's investments in futures contracts are weighted based on the volatility of each contract.  

The Fund will invest the balance of its assets primarily in fixed-income securities, including U.S. Treasury bills and notes, commercial paper and corporate bonds. The Fund may also invest in other mutual funds (including other Compass EMP Funds) and exchange-traded funds (ETFs) that invest in fixed-income securities.   The Fund expects the average fixed-income maturity to be 12 months or less and the average credit quality of such securities to be " A " or better.

Subsidiary

By investing in commodities indirectly through the Subsidiary, the Fund will obtain exposure to the commodities markets within the federal tax requirements that apply to the Fund.   Specifically, the Subsidiary is expected to provide the Fund with exposure to the commodities markets within the limitations of the federal tax requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").   Sub-chapter M requires, among other things, that at least 90% of the Fund's income be derived from securities or derived with respect to its business of investing in securities (typically referred to as "qualifying income").   The Fund may also make investments in certain commodity-linked securities through the Subsidiary because income from these securities is not treated as "qualifying income" for purposes of the 90% income requirement if the Fund invests in the security directly.  

 

The Internal Revenue Service has issued a number of private letter rulings to other mutual funds (unrelated to the Fund), which indicate that certain income from a fund's investment in a wholly-owned foreign subsidiary will constitute "qualifying income" for purposes of Subchapter M.   The Fund does not have a private letter ruling, but fully intends to comply with the IRS' rules if the IRS were to change its position.   To satisfy the 90% income requirement, the Subsidiary will, no less than annually, declare and distribute a dividend to the Fund, as the sole shareholder of the Subsidiary, in an amount approximately equal to the total amount of " Subpart F " income (as defined in Section 951 of the Code) generated by or expected to be generated by the Subsidiary's investments during the fiscal year.   Such dividend distributions are " qualifying income " pursuant to Subchapter M (Section 851(b)) of the Code.

Because the Fund may invest a substantial portion of its assets in the Subsidiary, which may hold some of the investments described in this Prospectus, the Fund may be considered to be investing indirectly in some of those investments through its Subsidiary.   For that reason, references to the Fund may also include the Subsidiary. When viewed on a consolidated basis, the Subsidiary will be subject to the same investment restrictions and limitations, and follow the same compliance policies and procedures, as the Fund.

U.S. Hedged Bond Fund


The Fund seeks to achieve its investment objectives primarily by investing (long or short) in U.S. Treasury futures or holding cash.   The Fund may invest directly in bond futures, individual Treasury bills or corporate bonds or indirectly in such investments through limited partnerships, limited liability companies and other types of pooled investment vehicles ("Underlying Funds").  Some Underlying Funds that invest in bond or interest rate derivatives may technically be considered commodity pools.   The Fund's fixed-income investments will be weighted based on the volatility of each investment.   The Fund seeks to limit risk during unfavorable market conditions by reducing its exposure to the market .

When the Fund's exposure to the market is less than 100%, the


Fund 's uninvested assets will be invested in short term fixed-income securities, including Treasury bills and notes, commercial paper and corporate bonds, or in other entities that invest in such fixed-income securities.

 

The Fund will invest its cash in excess of the amount required for futures collateral primarily in fixed-income securities, including U.S. Treasury bills and notes, commercial paper and corporate bonds. With respect to such excess cash investments, the Fund expects the average fixed-income maturity to be 12 months or less and the average credit quality of such securities to be "A" or better.

Under normal market conditions, the Fund invests at least 80% of its assets (defined as net assets plus any borrowing for investment purposes) directly in bonds issued by U.S. companies or government entities or agencies or indirectly in such investments through limited partnerships, limited liability companies and other types of pooled investment vehicles that primarily invest in such bonds or bond futures.


International Hedged Bond Fund


The Fund seeks to achieve its investment objectives primarily by investing (long or short) in fixed-income futures related to bonds issued by foreign (non-U.S. and non-emerging markets) companies and governments or by holding cash.  The Fund may invest directly in bond futures, individual foreign government bonds or foreign corporate bonds or indirectly in such investments through limited partnerships, limited liability companies and other types of pooled investment vehicles ("Underlying Funds").  Some Underlying Funds that invest in bond or interest rate derivatives may technically be considered commodity pools.  The Fund's fixed-income investments will be weighted based on the volatility of each investment.  The Fund seeks to limit risk during unfavorable market conditions by reducing its exposure to the market.  Emerging markets are generally those with a less-developed economy and per-capital income significantly lower than the U.S.  

When the Fund's exposure to the market is less than 100%, the Fund's uninvested assets will be invested in short term fixed-income securities, including Treasury bills and notes, commercial paper and corporate bonds, or in other entities that invest in such fixed-income securities.

The Fund will invest its cash in excess of the amount required for futures collateral primarily in fixed-income securities, including U.S. Treasury bills and notes, commercial paper and corporate bonds. With respect to such excess cash investments, the Fund expects the average fixed-income maturity to be 12 months or less and the average credit quality of such securities to be "A" or better.

Under normal market conditions, the Fund invests at least 80% of its assets (defined as net assets plus any borrowing for investment purposes) directly in bonds issued by companies headquartered outside of the U.S. and not in emerging markets countries or foreign (non-emerging markets) government entities or agencies or indirectly in such investments through limited partnerships, limited liability companies and other types of pooled investment vehicles that primarily invest in such bonds or bond futures.


U.S. Enhanced Bond Fund


The Fund seeks to achieve its investment objectives primarily by investing in long-only U.S. Treasury futures.   The Fund may invest directly in bond futures, individual Treasury bills or corporate bonds or indirectly in such investments through limited partnerships, limited liability companies and other types of pooled investment vehicles, including commodity pools.   The Fund's fixed-income investments will be weighted based on the volatility of each investment.    


The Fund will invest its cash in excess of the amount required for futures collateral primarily in fixed-income securities, including U.S. Treasury bills and notes, commercial paper and corporate bonds.

The Fund's target bond duration is three to seven years; however, the Fund may reduce the bond duration based on the rising trend of yields or the declining trend of bond prices.   The Fund does not invest in high-yield (" junk ") bonds as part of its principal strategy.

Under normal market conditions, the Fund invests at least 80% of its assets (defined as net assets plus any borrowing for investment purposes) directly in bonds issued by U.S. companies or government entities or agencies or indirectly in such investments through limited partnerships, limited liability companies and other types of pooled investment vehicles that primarily invest in such bonds or bond futures.


International Enhanced Bond Fund


The Fund seeks to achieve its investment objectives primarily by investing (long only) in fixed-income futures related to bonds issued by foreign (non-U.S. and non-emerging markets) companies and governments.   The Fund may invest directly in bond futures, individual foreign government bonds or foreign corporate bonds or indirectly in such investments through limited partnerships, limited liability companies and other types of pooled investment vehicles, including commodity pools.   The Fund's fixed-income investments will be weighted based on the volatility of each investment.    



The Fund will invest its cash in excess of the amount required for futures collateral primarily in fixed-income securities, including U.S. Treasury bills and notes, commercial paper and corporate bonds.

The Fund's target bond duration is three to seven years; however, the Fund may reduce the bond duration based on the rising trend of yields or the declining trend of bond prices.   The Fund does not invest in high-yield (" junk ") bonds as part of its principal strategy. In considering fixed-income securities or indirect investments in investment companies or other entities that invest in fixed-income securities, the average credit rating for these securities is expected to be investment grade (defined as having a rating of BBB - and above).


Under normal market conditions, the Fund invests at least 80% of its assets (defined as net assets plus any borrowing for investment purposes) directly in bonds issued by companies headquartered outside of the U.S. and not in emerging markets countries or foreign (non-emerging markets) government entities or agencies or indirectly in such investments through limited partnerships, limited liability companies and other types of pooled investment vehicles that primarily invest in such bonds or bond futures.


Ultra Short-Term Fund



The Fund seeks to achieve its investment objectives by investing primarily in Treasury bills and notes, commercial paper and corporate bonds.   The average fixed-income maturity of the Fund is expected to be 12 months or less and average credit quality of the Fund is expected to be the equivalent of "A" or better.  The Fund's investments in such fixed-income securities will be weighted based on the volatility of each security.


Manager-of-Managers Structure


The Trust and the Advisor have applied for an exemptive order (the " Order ") from the SEC that permits the Advisor, with Board of Trustees approval, to enter into sub-advisory agreements with sub-advisers without obtaining shareholder approval.   The Order also would permit the Advisor, subject to the approval of the Board of Trustees, to replace sub-advisers or amend sub-advisory agreements, including fees, without shareholder approval whenever the Advisor and the Trustees believe such action will benefit a Fund and its shareholders.   There is no guarantee that the SEC will grant the Order.


Temporary Defensive Positions


From time to time, any Fund may take temporary defensive positions, which are inconsistent with the Fund's principal investment strategies, in attempting to respond to adverse market, economic, political, or other conditions. For example, the Funds may hold all or a portion of their respective assets in money market instruments, including cash, cash equivalents, U.S. government securities, other investment grade fixed income securities, certificates of deposit, bankers acceptances, commercial paper, money market funds and repurchase agreements. If a Fund invests in a money market fund, the shareholders of the Fund generally will be subject to duplicative management fees. Although a Fund would do this only in seeking to avoid losses, the Fund will not be unable to pursue its investment objective during that time, and it could reduce the benefit from any upswing in the market. Each Fund also may also invest in money market instruments at any time to maintain liquidity or pending selection of investments in accordance with its policies.


PRINCIPAL INVESTMENT RISKS


There is no assurance that a Fund will achieve its investment objective.   Each Fund's share price will fluctuate with changes in the market value of its portfolio investments. When you sell your Fund shares, they may be worth less than what you paid for them and, accordingly, you can lose money investing in the Funds. Each Fund is not intended to be a complete investment program.


The following section summarizes the principal risks of each Fund.  These risks could adversely affect the net asset value, total return and the value of a Fund and your investment.   The risk descriptions below provide a more detailed explanation of the principal investment risks that correspond to the risks described in each Fund's Fund Summary section of its Prospectus.






Each Fund is subject to the following principal investment risks as noted below.


Risk

Commodity

Currency

Emerging Markets

Fixed Income

Foreign Exposure

Futures

Leverage

Limited History of Operations

Liquidity

Management

Real Estate

REIT

Short Position

Smaller Capitalization Stock

Stock Market

Tracking

Underlying Funds

Wholly-Owned

Subsidiary

Large Cap Fund

 

 

 

 

 

 

 

X

 

X

 

 

 

 

X

X

 

 

Small Cap Fund

 

 

 

 

 

 

 

X

 

X

 

 

 

X

X

X

 

 

International Fund

 

X

 

 

X

 

 

X

 

X

 

 

 

 

X

X

 

 

Emerging Market Fund

 

X

X

 

X

 

 

X

X

X

 

 

 

 

X

X

 

 

U.S. REIT Hedged Fund

 

 

 

 

 

 

 

X

 

X

X

X

 

 

X

X

 

 

U.S. Equity Hedged Fund

 

 

 

 

 

 

 

X

 

X

 

 

 

 

X

X

 

 

U.S. Long/Short

 

 

 

X

 

X

X

X

 

X

 

 

X

 

X

 

X

 

International Long/Short

 

X

X

X

X

X

X

X

 

X

 

 

X

 

X

 

X

 

International Equity Hedged Fund

 

X

 

 

X

 

 

X

 

X

 

 

 

 

X

X

 

 

Commodity Long/Short Fund

X

 

 

X

 

X

X

X

 

X

 

 

X

 

 

 

X

X

Commodity Strategies Fund

X

 

 

X

 

X

X

X

 

X

 

 

 

 

 

X

 

X

Managed Futures Fund

X

X

 

X

X

X

X

X

 

X

 

 

X

 

 

 

X

X

U.S. Hedged Bond Fund

 

 

 

X

 

X

X

X

 

X

 

 

X

 

 

 

X

 

International Hedged Bond Fund

 

X

 

X

X

X

X

X

 

X

 

 

X

 

 

 

X

 

U.S. Enhanced Bond Fund

 

 

 

X

 

X

X

X

 

X

 

 

 

 

 

 

X

 

International Enhanced Bond Fund

 

X

 

X

X

X

X

X

 

X

 

 

 

 

 

 

X

 

Ultra Short-Term Fund

 

 

 

X

 

 

 

X

 

X

 

 

 

 

 

 

 

 


·

Commodity Risk. When the Funds invest directly in securities or indirectly in entities that invest in (1) companies that derive a large portion of their revenue or profit from commodities or (2) commodity-linked securities, the Funds will be exposed to commodity-related risks.   The Funds may also invest directly or indirectly in commodity-related futures contracts that are exposed to commodity-related risks. Commodity-related risks include production risks caused by unfavorable weather, animal and plant disease, geologic and environmental factors.   Commodity-related risks also include unfavorable changes in government regulation such as tariffs, embargoes or burdensome production rules and restrictions.   The value of commodity-related securities may also be affected by changes in overall market movements, commodity index volatility, changes in interest rates and the global economy.


·

Currency Risk. Although each Fund will report its net asset value and pay dividends in U.S. dollars, when a Fund invests on a foreign exchange in foreign currency denominated or foreign currency-linked securities, the Fund will be exposed to currency risk.   This means that the Fund's net asset value could decline as a result of changes in the exchange rates between foreign currencies and the U.S. dollar. Additionally, certain foreign countries may impose restrictions on the ability of issuers of foreign securities to make payment of principal and interest to investors located outside the country, due to blockage of foreign currency exchanges or otherwise.   Also, the limited partnerships and limited liability companies in which the Funds invest may engage in various investments that are designed to hedge foreign currency risks. While these transactions will be entered into to seek to manage these risks, these investments may not prove to be successful or may have the effect of limiting the gains from favorable market movements


·

Emerging Markets Risks.   Emerging market countries may have relatively unstable governments, weaker economies, and less-developed legal systems which do not protect securities holders.   Emerging market economies may be based on only a few industries and security issuers may be more susceptible to economic weakness and more likely to default.   Emerging market securities also tend to be less liquid.


·

Fixed Income Risk. The value of the Fund's direct or indirect investments in bonds will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of bonds and bond funds owned by the Fund. On the other hand, if rates fall, the value of the fixed income securities generally increases.   In general, the market price of debt securities with longer maturities will increase or decrease more in response to changes in interest rates than shorter-term securities. Other risk factors include credit risk (the debtor may default) and prepayment risk (the debtor may pay its obligation early, reducing the amount of interest payments).


·

Foreign Exposure Risk. Special risks associated with investments in foreign markets may include less liquidity, greater volatility, less developed or less efficient trading markets, lack of comprehensive company information, political instability and differing auditing and legal standards.


·

Foreign Exchanges Risk:   The Fund may place trades on exchanges in foreign markets. Regulations of U.S. governmental agencies may not apply to transactions on foreign markets.   Some of these foreign markets, in contrast to U.S. exchanges, are so-called principals' markets in which performance is the responsibility only of the individual counterparty with whom the trader has entered into a commodity interest transaction and not of the exchange or clearing corporation. In these kinds of markets, there is risk of bankruptcy or other failure or refusal to perform by the counterparty.


·

Futures Risk. The Funds' use of futures involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments.   These risks include (i) leverage risk; (ii) risk of mispricing or improper valuation; and (iii) the risk that changes in the value of the futures contract may not correlate perfectly with the underlying asset.   Investments in futures involve leverage, which means a small percentage of assets invested in futures can have a disproportionately large impact on the Fund.   This risk could cause the Fund to lose more than the principal amount invested.   Futures contracts may become mispriced or improperly valued when compared to the Advisor's expectation and may not produce the desired investment results.   Additionally, changes in the value of futures contracts may not track or correlate perfectly with the underlying index because of temporary, or even long-term, supply and demand imbalances and because futures do not pay dividends unlike some securities upon which they are based.


·

Leverage Risk. Using derivatives to increase the Fund's combined long and short exposure creates leverage, which can magnify the Fund's potential for gain or loss and, therefore, amplify the effects of market volatility on the Fund's share price. The use of leverage may cause the Fund to liquidate portfolio positions at inopportune times to satisfy its obligations. The use of leverage may also cause the Fund to have higher expenses than would otherwise be the case.


·

Limited History of Operations.  The Fund is a new mutual fund and has a limited history of operation.  


·

Liquidity Risk.  Liquidity risk exists when particular investments of the Fund would be difficult to purchase or sell, possibly preventing the Fund from selling such illiquid securities at an advantageous time or price, or possibly requiring the Fund to dispose of other investments at unfavorable times or prices in order to satisfy its obligations.


·

Management Risk.   The Advisor's asset selection methodology may produce incorrect judgments about the value a particular derivative or security that a Fund is long or short and may not produce the desired results.  The Advisor's judgments about the expected return of a security or derivative in relation to an index, which some Funds seek to track, may prove to be incorrect and cause a Fund's returns to differ from that of its respective index.


·

Real Estate Risk. The Fund is subject to the risks of the real estate market as a whole, such as taxation, regulations and economic and political factors that negatively impact the real estate market.   These may include decreases in real estate values, overbuilding, increases in operating costs, interest rates and property taxes. In addition, some real estate related investments are not fully diversified and are subject to the risks associated with financing a limited number of projects.   REITs are also heavily dependent upon the success of their management teams and are subject to heavy cash flow dependency, defaults by borrowers and self-liquidation.


·

REIT Risk.  The value of securities issued by a REIT may be affected by changes in the value of the underlying property owned by the REITs and the value of mortgage REITs may be affected by the quality of loan assets. Investment in REITs involves risks similar to those associated with investing in small capitalization companies, and REITs (especially mortgage REITs) are subject to interest rate risks.  Because REITs incur expenses like management fees, investments in REITs also add an additional layer of expenses.


·

Short Position Risk:   The Fund will incur a loss as a result of a short position if the price of the short position instrument increases in value between the date of the short position sale and the date on which an offsetting position is purchased.   Short positions may be considered speculative transactions and involve special risks, including greater reliance on the advisor's ability to accurately anticipate the future value of a security or instrument.   The Fund's losses are potentially unlimited in a short position transaction. Market factors may prevent the Fund from closing out a short position at the most desirable time or at a favorable price.


·

Small Capitalization Stock Risk. The earnings and prospects of smaller sized companies are more volatile than larger companies and may experience higher failure rates than larger companies. Smaller-sized companies normally have a lower trading volume than larger companies, which may tend to make their market price fall more disproportionately than larger companies in response to selling pressures and may have limited markets, product lines, or financial resources and lack management experience.


·

Stock Market Risk. Overall stock market risks may affect the value of the Fund. Factors such as domestic economic growth and market conditions, interest rate levels and political events affect the securities markets.


·

Tracking Risks. The Fund may not be able to replicate exactly the performance of the Index because of transaction costs incurred by the Fund in adjusting the actual balance of the investments in the Fund's portfolio.


·

Wholly-Owned Subsidiary Risk. The Subsidiary will not be registered under the 1940 Act and, unless otherwise noted in this Prospectus, will not be subject to all of the investor protections of the 1940 Act.   The Fund, by investing in the Subsidiary, will not have all of the protections offered to investors in registered investment companies.   However, the Fund wholly owns and controls the Subsidiary.   The investments of the Fund and Subsidiary are both managed by the Advisor, making it unlikely that the Subsidiary will take action contrary to the interests of the Fund or its shareholders.   The Fund's Board has oversight responsibility for the investment activities of the Fund, including its investment in the Subsidiary, and the Fund's role as the sole shareholder of the Subsidiary.   Also, the Advisor, in managing the Subsidiary's portfolio, will be subject to the same investment restrictions and operational guidelines that apply to the management of the Fund, when viewed on a consolidated basis.   Changes in the laws of the United States and/or the Cayman Islands, under which the Fund and Subsidiary, respectively, are organized, could result in the inability of the Fund and/or Subsidiary to operate as described in this Prospectus and could negatively affect the Fund and its shareholders. For example, the Cayman Islands does not currently impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax on the Subsidiary.   If Cayman Islands law changes such that the Subsidiary must pay Cayman Islands taxes, Fund shareholders would likely suffer decreased investment returns.


·

Underlying Funds Risk.  Underlying Funds are subject to investment advisory and other expenses, which will be indirectly paid by the Fund.  As a result, the cost of investing in the Fund will be higher than the cost of investing directly in an Underlying Fund and may be higher than other mutual funds that invest directly in stocks and bonds.  Each Underlying Fund may pay performance based fees to its manager.  Underlying Funds are subject to specific risks, depending on the nature of the investment strategy of the fund.


PORTFOLIO HOLDINGS DISCLOSURE POLICIES


A description of the Funds' policies regarding disclosure of the securities in each Fund's portfolio is found in the Statement of Additional Information .   Shareholders may request portfolio holdings schedules at no charge by calling toll free [__________].


MANAGEMENT


Investment Adviser:   Compass Efficient Model Portfolios, LLC, also known as Compass EMP (the " Advisor "), a Tennessee limited liability company located at 213 Overlook Circle, Suite A-1, Brentwood, TN 37027, serves as investment adviser to the Funds.   Subject to the authority of the Board of Trustees, the Advisor is responsible for the overall management of the Funds' business affairs.   The Advisor is responsible for selecting each Fund's investments according to its investment objective, polices, and restrictions.   The Advisor was established in 1996 and has been advising mutual funds since 2008.


Pursuant to a Management Agreement, each Fund pays the Advisor, on a monthly basis, an annual advisory fee based on the Fund's average daily net assets, as described in the table below.   Additionally, the Advisor has contractually agreed to waive fees and/or reimburse Fund expenses, but only to the extent necessary to maintain each Fund's total annual operating expenses (exclusive of any taxes, interest expense, brokerage commissions, expenses incurred in connection with any merger or reorganization, acquired fund fees and expenses, 12b-1 fees, or extraordinary expenses such as litigation, and inclusive of organizational costs incurred prior to the commencement of operations) at the following amount through [December 31, 2013]:


Fund

Management Fee

Expense Limit

Large Cap Fund

0.85%

0.95%

Small Cap Fund

0.90%

1.00%

International Fund

1.00%

1.15%

Emerging Market Fund

1.05%

1.20%

U.S. REIT Hedged Fund

1.05%

1.15%

U.S. Equity Hedged Fund

1.25%

1.35%

U.S. Long/Short Fund

1.25%

1.35%

International Long/Short Fund

1.25%

1.35%

International Hedged Fund

1.25%

1.40%

Commodity Long/Short Fund

1.25%

1.35%

Commodity Strategies Fund

1.05%

1.15%

Managed Futures Fund

1.25%

1.35%

U.S. Hedged Bond Fund

0.75%

0.90%

International Hedged Bond Fund

0.80%

0.95%

U.S. Enhanced Bond Fund

0.50%

0.60%

International Enhanced Bond Fund

0.55%

0.70%

Ultra Short-Term Fund

0.40%

0.45%


A discussion regarding the basis for the Board of Trustees' approval of the advisory agreement will be available in each Fund's first annual or semi-annual shareholder report.


Portfolio Managers:   Stephen Hammers, CIMA, is a managing partner, co-founder and chief investment officer of the Advisor. Mr. Hammers has served in those roles since March of 2003 when the Advisor was registered with the SEC.   David Moore, CFP, is a managing partner, co-founder and chairman of the Advisor.   Mr. Moore has served in those roles since March of 2003 when the Advisor was registered with the SEC.   David Hallum, is Vice President of Trading of the Advisor, where he has been employed since 2005.   Dan Banaszak is a Portfolio Manager/Analyst of the Advisor, where he has been employed since 2011.   Prior to joining the Advisor, Mr. Banaszak was a futures and options trader with the Chicago Board of Trade from 2010 to 2011 and an options trader with Lerner Trading Group from 2007 to 2010.   Rob Bateman is a Portfolio Manager/Analyst of the Advisor, where he has been employed since [2007].   William Webb is a Portfolio Manager/Analyst and Client Advisor for the Advisor, where he has been employed since 2008.   Prior to joining the Advisor, he was employed by Edward Jones from 2005 through 2008.


The Funds' Statement of Additional Information provides additional information about each Portfolio Manager's compensation structure, other accounts managed by the Portfolio Manager, and the Portfolio Manager's ownership of shares of a Fund.


HOW SHARES ARE PRICED


The net asset value ("NAV") and offering price (NAV plus any applicable sales charges) of each class of shares is determined at 4:00 p.m. (Eastern Time) on each day the New York Stock Exchange ("NYSE") is open for business.   NAV is computed by determining, on a per class basis, the aggregate market value of all assets of a Fund, less its liabilities, divided by the total number of shares outstanding ((assets-liabilities)/number of shares = NAV).   The NYSE is closed on weekends and New Year's Day, Martin Luther King, Jr. Day, Washington's Birthday, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The NAV takes into account, on a per class basis, the expenses and fees of a Fund, including management, administration, and distribution fees, which are accrued daily. The determination of NAV for a share class for a particular day is applicable to all applications for the purchase of shares, as well as all requests for the redemption of shares, received by a Fund (or an authorized broker or agent, or its authorized designee) before the close of trading on the NYSE on that day.

Generally, the Funds' investments are valued each day at the last quoted sales price on each investment's primary exchange. Investments traded or dealt in upon one or more exchanges (whether domestic or foreign) for which market quotations are readily available and not subject to restrictions against resale shall be valued at the last quoted sales price on the primary exchange or, in the absence of a sale on the primary exchange, at the last bid on the primary exchange. Securities primarily traded in the National Association of Securities Dealers' Automated Quotation System ("NASDAQ") National Market System for which market quotations are readily available shall be valued using the NASDAQ Official Closing Price.   If market quotations are not readily available, investments will be valued at their fair market value as determined in good faith by the Advisor in accordance with procedures approved by the Board and evaluated by the Board as to the reliability of the fair value method used.   In these cases, a Fund's NAV will reflect certain portfolio investments' fair value rather than their market price.   Fair value pricing involves subjective judgments and it is possible that the fair value determined for an investment is materially different than the value that could be realized upon the sale of that investment. The fair value prices can differ from market prices when they become available or when a price becomes available.

A Fund may use independent pricing services to assist in calculating the value of the Fund's securities or other assets.   In addition, market prices for foreign securities are not determined at the same time of day as the NAV for a Fund.   In computing the NAV, a Fund values foreign securities held by a Fund at the latest closing price on the exchange in which they are traded immediately prior to closing of the NYSE.   Prices of foreign securities quoted in foreign currencies are translated into U.S. dollars at current rates.   If events materially affecting the value of a security in a Fund's portfolio, particularly foreign securities, occur after the close of trading on a foreign market but before a Fund prices its shares, the security will be valued at fair value.   For example, if trading in a portfolio security is halted and does not resume before a Fund calculates its NAV, the Advisor may need to price the security using a Fund's fair value pricing guidelines. Without a fair value price, short-term traders could take advantage of the arbitrage opportunity and dilute the NAV of long-term investors.   Fair valuation of a Fund's portfolio securities can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that fair value pricing policies will prevent dilution of a Fund's NAV by short term traders.   The determination of fair value involves subjective judgments.   As a result, using fair value to price a security may result in a price materially different from the prices used by other mutual funds to determine net asset value, or from the price that may be realized upon the actual sale of the security.

With respect to any portion of a Fund's assets that are invested in one or more open-end management investment companies registered under the 1940 Act, each Fund's net asset value is calculated based upon the net asset values of those open-end management investment companies, and the prospectuses for these companies explain the circumstances under which those companies will use fair value pricing and the effects of using fair value pricing.


HOW TO PURCHASE SHARES


Share Classes:   This Prospectus describes four classes of shares offered by the Funds: Class A, Class T, Class C and Class I (except for the Ultra Short-Term Fund, which offers only Class A and Class I shares).   The Funds offer these classes of shares so that you can choose the class that best suits your investment needs.   Refer to the information below so that you can choose the class that best suits your investment needs.   The main differences between each class are sales charges, ongoing fees and minimum investment.   In choosing which class of shares to purchase, you should consider which will be most beneficial to you, given the amount of your purchase and the length of time you expect to hold the shares.   Each class of shares in a Fund represents an interest in the same portfolio of investments within the Fund.   The Funds reserves the right to waive sales charges.   All share classes may not be available in all states.


Class A and Class T Shares


Class A and Class T shares are offered at the public offering price, which is net asset value per share plus the applicable sales charge.   The minimum initial investment in the Class A and Class T shares is $ 2,500 and the minimum subsequent investment is $ 50 .   There is no minimum initial investment for retirement accounts.   The sales charge varies, depending on how much you invest.   There are no sales charges on reinvested distributions.   If you invest in more than one class of a Fund, you should notify the Fund of your combined Class A and Class T purchase amount in order to determine whether you qualify for a reduced sales charge.   You can also qualify for a sales charge reduction or waiver through a right of accumulation or a letter of intent if you are a U.S. resident. See the discussions of "Right of Accumulation" and "Letter of Intent" below. Class A and Class T shares pay up to 0.25% and 0.50%, respectively, on an annualized basis of the average daily net assets of the class as reimbursement or compensation for service and distribution-related activities with respect to a Fund and/or shareholder services.   The following sales charges apply to your purchases of Class A and Class T shares of the Fund:

 


 

 

 

 

 

 

 

Class A

(All Funds except Ultra Short-Term Fund)


Amount of Purchase

Sales Charge as % of Public Offering Price

Sales Charge as % of Net Amount Invested

Authorized Dealer Commission as % of Public Offering Price

Less than $50,000

5.75%

6.10%

5.00%

$50,000 but less than $100,000

4.75%

4.99%

4.00%

$100,000 but less than $250,000

4.00%

4.17%

3.25%

$250,000 but less than $500,000

3.00%

3.09%

2.50%

$500,000 but less than $1,000,000

2.50%

2.56%

2.00%

$1,000,000 and above

1.00%

1.01%

1.00%




 

 

 

 

 

 

 

Class A

Ultra Short-Term Fund


Amount of Purchase

Sales Charge as % of Public Offering Price

Sales Charge as % of Net Amount Invested

Authorized Dealer Commission as % of Public Offering Price

Less than $50,000

1.00%

1.01%

1.00%

$50,000 but less than $100,000

0.80%

0.81%

0.80%

$100,000 but less than $250,000

0.60%

0.60%

0.60%

$250,000 but less than $500,000

0.40%

0.40%

0.40%

$500,000 but less than $1,000,000

0.20%

0.20%

0.20%

$1,000,000 and above

0.10%

0.10%

0.10%




Class T


Amount of Purchase

Sales Charge as % of Public Offering Price

Sales Charge as % of Net Amount Invested

Authorized Dealer Commission as % of Public Offering Price

Less than $50,000

3.50%

3.63%

3.00%

$50,000 but less than $100,000

3.00%

3.09%

2.50%

$100,000 but less than $250,000

2.50%

2.56%

2.00%

$250,000 but less than $500,000

1.50%

1.52%

1.25%

$500,000 but less than $1,000,000

1.00%

1.01%

0.75%

$1,000,000 and above

0.50%

0.51%

0.50%


You may be able to buy Class A Shares and Class T Shares without a sales charge (i.e. "load-waived") when you are:

reinvesting dividends or distributions;

·

participating in an investment advisory or agency commission program under which you pay a fee to an investment advisor or other firm for portfolio management or brokerage services;

·

exchanging an investment in Class A Shares or Class T Shares of another fund for an investment in the Fund;

·

a current or former director or trustee of the Trust;

·

an employee (including the employee 's spouse, domestic partner, children, grandchildren, parents, grandparents, siblings, and any independent of the employee, as defined in section 152 of the Internal Revenue Code) of the Fund's Advisor or its affiliates or of a broker-dealer authorized to sell shares of such funds; or

·

purchasing shares through the Fund's Advisor ; or

·

purchasing shares through a financial services firm (such as a broker-dealer, investment adviser or financial institution) that has a special arrangement with the Funds.


Right of Accumulation


For the purposes of determining the applicable reduced sales charge, the right of accumulation allows you to include prior purchases of Class A and Class T shares of any Fund as part of your current investment as well as reinvested dividends. To qualify for this option, you must be either:

an individual;

·

an individual

·

and spouse purchasing shares for your own account or trust or custodial accounts for your minor children; or

·

a fiduciary purchasing for any one trust, estate or fiduciary account, including employee benefit plans created under Sections 401, 403 or 457 of the Internal Revenue Code, including related plans of the same employer.


If you plan to rely on this right of accumulation, you must notify the Fund's distributor, Northern Lights Distributors, LLC at the time of your purchase. You will need to give the Distributor your account numbers.   Existing holdings of family members or other related accounts of a shareholder may be combined for purposes of determining eligibility. If applicable, you will need to provide the account numbers of your spouse and your minor children as well as the ages of your minor children.


Letter of Intent


The letter of intent allows you to count all investments within a 13-month period in Class A and Class T shares of any Fund as if you were making them all at once for the purposes of calculating the applicable reduced sales charges. The minimum initial investment under a letter of intent is 5% of the total letter of intent amount. The letter of intent does not preclude a Fund from discontinuing sales of its shares. You may include a purchase not originally made pursuant to a letter of intent under a letter of intent entered into within 90 days of the original purchase. To determine the applicable sales charge reduction, you may also include (1) the cost of shares of a Fund which were previously purchased at a price including a front end sales charge during the 90-day period prior to the distributor receiving the letter of intent, and (2) the historical cost of shares of other Funds you currently own acquired in exchange for shares of Funds purchased during that period at a price including a front-end sales charge. You may combine purchases and exchanges by family members (limited to spouse and children, under the age of 21, living in the same household). You should retain any records necessary to substantiate historical costs because the Fund, the transfer agent and any financial intermediaries may not maintain this information. Shares acquired through reinvestment of dividends are not aggregated to achieve the stated investment goal.


Class C Shares :   Class C shares of a Fund are offered at their NAV without an initial sales charge.   This means that 100% of your initial investment is placed into shares of a Fund.   Class C shares pay up to 1.00% on an annualized basis of the average daily net assets as reimbursement or compensation for service and distribution-related activities with respect to a Fund and/or shareholder services.   Over time, fees paid under this distribution and service plan will increase the cost of a Class C shareholder's investment and may cost more than other types of sales charges.   The minimum initial investment in the Class C shares is $ 2,500 and the minimum subsequent investment is $50.  


Class I Shares:   Class I shares of a Fund are sold at NAV without an initial sales charge and are not subject to 12b-1 distribution fees, but have a higher minimum initial investment than Class A, Class T and Class C shares. This means that 100% of your initial investment is placed into shares of the Fund.   Class I shares require a minimum initial investment of $ 100,000 .


Factors to Consider When Choosing a Share Class:   When deciding which class of shares of a Fund to purchase, you should consider your investment goals, present and future amounts you may invest in a Fund, and the length of time you intend to hold your shares.   To help you make a determination as to which class of shares to buy, please refer back to the examples of the Fund's expenses over time in the Fees and Expenses of the Fund section for a Fund in this Prospectus.   You also may wish to consult with your financial adviser for advice with regard to which share class would be most appropriate for you.


Purchasing Shares:   You may purchase shares of a Fund by sending a completed application form to the following address:


Regular/Express/Overnight Mail

Compass EMP Funds

c/o Gemini Fund Services, LLC

17605 Wright Street, Suite 2

Omaha, Nebraska 68130


The USA PATRIOT Act requires financial institutions, including a Fund, to adopt certain policies and programs to prevent money-laundering activities, including procedures to verify the identity of customers opening new accounts.  As requested on the application, you should supply your full name, date of birth, social security number and permanent street address.  Mailing addresses containing a P.O. Box will not be accepted.  This information will assist the Fund in verifying your identity.  Until such verification is made, a Fund may temporarily limit additional share purchases.  In addition, the Funds may limit additional share purchases or close an account if it is unable to verify a shareholder's identity.  As required by law, the Funds may employ various procedures, such as comparing the information to fraud databases or requesting additional information or documentation from you, to ensure that the information supplied by you is correct.


Transactions through www .CompassEMPFunds. com :   You may purchase the Fund's shares and redeem the Fund's shares through the website www .CompassEMPFunds. com.   To establish Internet transaction privileges you must enroll through the website.  You automatically have the ability to establish Internet transaction privileges unless you decline the privileges on your New Account Application or IRA Application.  You will be required to enter into a user's agreement through the website in order to enroll in these privileges.  In order to conduct Internet transactions, you must have telephone transaction privileges.  To purchase shares through the website you must also have ACH instructions on your account.


Redemption proceeds may be sent to you by check to the address of record, or if your account has existing bank information, by wire or ACH.  Only bank accounts held at domestic financial institutions that are ACH members can be used for transactions through the website.  The Funds imposes a limit of $[50,000] on purchase and redemption transactions through the website.  Transactions through the website are subject to the same minimums as other transaction methods.


You should be aware that the Internet is an unsecured, unstable, unregulated and unpredictable environment.  Your ability to use the website for transactions is dependent upon the Internet and equipment, software, systems, data and services provided by various vendors and third parties.  While the Funds and its service providers have established certain security procedures, the Funds, its distributor and its transfer agent cannot assure you that trading information will be completely secure.


There may also be delays, malfunctions, or other inconveniences generally associated with this medium.  There also may be times when the website is unavailable for Fund transactions or other purposes.  Should this happen, you should consider purchasing or redeeming shares by another method.  Neither the Funds nor its transfer agent, distributor nor Advisor will be liable for any such delays or malfunctions or unauthorized interception or access to communications or account information.


Automatic Investment Plan:   You may participate in a Fund's Automatic Investment Plan, an investment plan that automatically moves money from your bank account and invests it in the Funds through the use of electronic funds transfers or automatic bank drafts.  You may elect to make subsequent investments by transfers of a minimum of $[100] on specified days of each month into your established Fund account.  Please contact the Funds at 1 -888-944-4367 for more information about a Fund's Automatic Investment Plan.


Purchase through Brokers:   You may invest in the Funds through brokers or agents who have entered into selling agreements with a Fund's distributor.  The brokers and agents are authorized to receive purchase and redemption orders on behalf of a Fund.  A Fund will be deemed to have received a purchase or redemption order when an authorized broker or its designee receives the order.  The broker or agent may set their own initial and subsequent investment minimums.  You may be charged a fee if you use a broker or agent to buy or redeem shares of a Fund.   Finally, various servicing agents use procedures and impose restrictions that may be in addition to, or different from those applicable to investors purchasing shares directly from a Fund.  You should carefully read the program materials provided to you by your servicing agent.


Purchase by Wire:   If you wish to wire money to make an investment in a Fund, please call the Funds at 1 -888-944-4367 for wiring instructions and to notify a Fund that a wire transfer is coming.   Any commercial bank can transfer same-day funds via wire. A Fund will normally accept wired funds for investment on the day received if they are received by a Fund's designated bank before the close of regular trading on the NYSE. Your bank may charge you a fee for wiring same-day funds.


Minimum and Additional Investment Amounts:   The minimum initial investment in Class A, Class T and Class C shares is $ 2,500 and the minimum subsequent investment is $ 50 .   The minimum initial investment in Class I shares is $ 100,000 .   Subsequent investment in Class I shares may be in any amount.   There is no minimum investment requirement when you are buying shares by reinvesting dividends and distributions from a Fund.  The Funds reserve the right to change the amount of these minimums from time to time or to waive them in whole or in part for certain accounts.  Investment minimums may be higher or lower for investors purchasing shares through a brokerage firm or other financial institution.  To the extent investments of individual investors are aggregated into an omnibus account established by an investment advisor, broker or other intermediary, the account minimums apply to the omnibus account, not to the account of the individual investor.   A Fund reserves the right to waive any investment minimum.


A Fund, however, reserves the right, in its sole discretion, to reject any application to purchase shares.   Applications will not be accepted unless they are accompanied by a check drawn on a U.S. bank, thrift institutions, or credit union in U.S. funds for the full amount of the shares to be purchased.  After you open an account, you may purchase additional shares by sending a check together with written instructions stating the name(s) on the account and the account number, to the above address.  Make all checks payable to the Funds.  A Fund will not accept payment in cash, including cashier's checks or money orders.  Also, to prevent check fraud, a Fund will not accept third party checks, U.S. Treasury checks, credit card checks or starter checks for the purchase of shares.


Note:   Gemini Fund Services, LLC, the Fund's transfer agent, will charge a $25 fee against a shareholder's account, in addition to any loss sustained by a Fund, for any check returned to the transfer agent for insufficient funds.


When Order is Processed:   All shares will be purchased at the NAV per share next determined after a Fund receives your application or request in good order.  All requests received in good order by a Fund before 4:00 p.m. (Eastern time) will be processed on that same day.  Requests received after 4:00 p.m. will be processed on the next business day.


 

Good Order :  When making a purchase request, make sure your request is in good order. "Good order" means your purchase request includes:

the name of the Fund

the dollar amount of shares to be purchased

a completed purchase application or investment stub

check payable to the " Compass EMP Funds "


Retirement Plans:   You may purchase shares of a Fund for your individual retirement plans.  Please call the Funds at 1 -888-944-4367 for the most current listing and appropriate disclosure documentation on how to open a retirement account.


HOW TO REDEEM SHARES


Redeeming Shares:   You may redeem all or any portion of the shares credited to your account by submitting a written request for redemption to:  

 

Regular/Express/Overnight Mail

Compass EMP Funds

c/o Gemini Fund Services, LLC

17605 Wright Street, Suite 2

Omaha, Nebraska 68130


Redemptions by Telephone :   The telephone redemption privilege is automatically available to all new accounts except retirement accounts.  If you do not want the telephone redemption privilege, you must indicate this in the appropriate area on your account application or you must write to a Fund and instruct it to remove this privilege from your account.  


The proceeds will be sent by mail to the address designated on your account or wired directly to your existing account in a bank or brokerage firm in the United States as designated on your application.  To redeem by telephone, call 1 -888-944-4367.  The redemption proceeds normally will be sent by mail or by wire within three business days after receipt of your telephone instructions.  IRA accounts are not redeemable by telephone.


A Fund reserves the right to suspend the telephone redemption privileges with respect to your account if the name(s) or the address on the account has been changed within the previous 30 days.  Neither the Funds, the transfer agent, nor their respective affiliates will be liable for complying with telephone instructions they reasonably believe to be genuine or for any loss, damage, cost or expenses in acting on such telephone instructions and you will be required to bear the risk of any such loss.  A Fund or the transfer agent, or both, will employ reasonable procedures to determine that telephone instructions are genuine.  If a Fund and/or the transfer agent do not employ these procedures, they may be liable to you for losses due to unauthorized or fraudulent instructions.  These procedures may include, among others, requiring forms of personal identification prior to acting upon telephone instructions, providing written confirmation of the transactions and/or tape recording telephone instructions.


Redemptions through Broker:   If shares of a Fund are held by a broker-dealer, financial institution or other servicing agent, you must contact that servicing agent to redeem shares of the Fund.  The servicing agent may charge a fee for this service.


Redemptions by Wire :   You may request that your redemption proceeds be wired directly to your bank account. The Fund's transfer agent imposes a $15 fee for each wire redemption and deducts the fee directly from your account. Your bank may also impose a fee for the incoming wire.


Automatic Withdrawal Plan:   If your individual accounts, IRA or other qualified plan account have a current account value of at least $[10,000], you may participate in a Fund's Automatic Withdrawal Plan, an investment plan that automatically moves money to your bank account from a Fund through the use of electronic funds transfers.  You may elect to make subsequent withdrawals by transfers of a minimum of $[100] on specified days of each month into your established bank account.  Please contact the Funds at 1 -888-944-4367 for more information about the Fund's Automatic Withdrawal Plan.


Transactions through www .CompassEMPFunds. com:   You may redeem a Fund's shares through the website www .CompassEMPFunds. com as more fully described above .


Redemptions in Kind:   Each Fund reserves the right to honor requests for redemption or repurchase orders by making payment in whole or in part in readily marketable securities ("redemption in kind") if the amount is greater than (the lesser of) $250,000 or 1% of a Fund's assets.  The securities will be chosen by the Fund and valued under the Fund's net asset value procedures.  A shareholder will be exposed to market risk until these securities are converted to cash and may incur transaction expenses in converting these securities to cash.


When Redemptions are Sent:   Once a Fund receives your redemption request in "good order" as described below, it will issue a check based on the next determined NAV following your redemption request.  The redemption proceeds normally will be sent by mail or by wire within three business days after receipt of a request in "good order."   If you purchase shares using a check and soon after request a redemption, your redemption proceeds will not be sent until the check used for your purchase has cleared your bank (usually within 10 days of the purchase date).


 

Good Order:   Your redemption request will be processed if it is in "good order."   To be in good order, the following conditions must be satisfied:  

·

The request should be in writing, unless redeeming by telephone, indicating the number of shares or dollar amount to be redeemed;

·

The request must identify your account number;

·

The request should be signed by you and any other person listed on the account, exactly as the shares are registered; and

·

If you request that the redemption proceeds be sent to a person, bank or an address other than that of record or paid to someone other than the record owner(s), or if the address was changed within the last 30 days, or if the proceeds of a requested redemption exceed $50,000, the signature(s) on the request must be medallion signature guaranteed by an eligible signature guarantor.


When You Need Medallion Signature Guarantees:   If you wish to change the bank or brokerage account that you have designated on your account, you may do so at any time by writing to a Fund with your signature guaranteed.  A medallion signature guarantee assures that a signature is genuine and protects you from unauthorized account transfers.  You will need your signature guaranteed if:


·

you request a redemption to be made payable to a person not on record with a Fund;

·

you request that a redemption be mailed to an address other than that on rec ord with a Fund;

·

the proceeds of a requested redemption exceed $50,000;

·

any redemption is transmitted by federal wire transfer to a bank other than the bank of record; or

·

your address was changed within 30 days of your redemption request.


Signatures may be guaranteed by any eligible guarantor institution (including banks, brokers and dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies and savings associations).  Further documentation will be required to change the designated account if shares are held by a corporation, fiduciary or other organization.  A notary public cannot guarantee signatures.


Retirement Plans:   If you own an IRA or other retirement plan, you must indicate on your redemption request whether a Fund should withhold federal income tax.  Unless you elect in your redemption request that you do not want to have federal tax withheld, the redemption will be subject to withholding.

Exchange Privilege .   You may exchange shares of a particular class of a Fund only for shares of the same class of another Fund. For example, you can exchange Class A shares of the Large Cap Fund for Class A shares of the Small Cap Fund. Shares of the Fund selected for exchange must be available for sale in your state of residence. You must meet the minimum purchase requirements for the Fund you purchase by exchange. For tax purposes, exchanges of shares involve a sale of shares of the Fund you own and a purchase of the shares of the other Fund, which may result in a capital gain or loss.


FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES


The Funds discourage and do not accommodate market timing. Frequent trading into and out of a Fund can harm all Fund shareholders by disrupting the Fund's investment strategies, increasing Fund expenses, decreasing tax efficiency and diluting the value of shares held by long-term shareholders. The Funds are designed for long-term investors and are not intended for market timing or other disruptive trading activities. Accordingly, the Fund's Board has approved policies that seek to curb these disruptive activities while recognizing that shareholders may have a legitimate need to adjust their Fund investments as their financial needs or circumstances change. The Funds currently use several methods to reduce the risk of market timing. These methods include committing staff to review, on a continuing basis, recent trading activity in order to identify trading activity that may be contrary to the Funds' "Market Timing Trading Policy."

Though these methods involve judgments that are inherently subjective and involve some selectivity in their application, the Funds seek to make judgments and applications that are consistent with the interests of the Fund's shareholders.

Based on the frequency of redemptions in your account, the Advisor or transfer agent may in its discretion , consistent with the Market Timing Trading Policy determine that your trading activity is detrimental to a Fund as described in the Fund's Market Timing Trading Policy and elect to (i) reject or limit the amount, number, frequency or method for requesting future purchases into a Fund and/or (ii) reject or limit the amount, number, frequency or method for requesting future exchanges or redemptions out of a Fund.

The Funds reserve the right to reject or restrict purchase requests for any reason, particularly when the shareholder's trading activity suggests that the shareholder may be engaged in market timing or other disruptive trading activities. Neither a Fund nor the Advisor will be liable for any losses resulting from rejected purchase orders. The Advisor may also bar an investor who has violated these policies (and the investor's financial advisor) from opening new accounts with a Fund.

Although the Funds attempt to limit disruptive trading activities, some investors use a variety of strategies to hide their identities and their trading practices. There can be no guarantee that a Fund will be able to identify or limit these activities. Omnibus account arrangements are common forms of holding shares of a Fund.   While the Funds will encourage financial intermediaries to apply a Fund's Market Timing Trading Policy to their customers who invest indirectly in a Fund, a Fund is limited in its ability to monitor the trading activity or enforce a Fund's Market Timing Trading Policy with respect to customers of financial intermediaries.   For example, should it occur, a Fund may not be able to detect market timing that may be facilitated by financial intermediaries or made difficult to identify in the omnibus accounts used by those intermediaries for aggregated purchases, exchanges and redemptions on behalf of all their customers. More specifically, unless the financial intermediaries have the ability to apply a Fund's Market Timing Trading Policy to their customers through such methods as implementing short-term trading limitations or restrictions and monitoring trading activity for what might be market timing, a Fund may not be able to determine whether trading by customers of financial intermediaries is contrary to a Fund's Market Timing Trading Policy. Brokers maintaining omnibus accounts with a Fund have agreed to provide shareholder transaction information to the extent known to the broker to a Fund upon request. If a Fund or its transfer agent or shareholder servicing agent suspects there is market timing activity in the account, a Fund will seek full cooperation from the service provider maintaining the account to identify the underlying participant. At the request of the Advisor , the service providers may take immediate action to stop any further short-term trading by such participants.

TAX STATUS, DIVIDENDS AND DISTRIBUTIONS


Any sale or exchange of a Fund's shares may generate tax liability (unless you are a tax-exempt investor or your investment is in a qualified retirement account).  When you redeem your shares you may realize a taxable gain or loss.  This is measured by the difference between the proceeds of the sale and the tax basis for the shares you sold.   (To aid in computing your tax basis, you generally should retain your account statements for the period that you hold shares in a Fund.)


The Funds intend to distribute substantially all of their net investment income and net capital gains annually in December.  Both distributions will be reinvested in shares of a Fund unless you elect to receive cash.  Dividends from net investment income (including any excess of net short-term capital gain over net long-term capital loss) are taxable to investors as ordinary income, while distributions of net capital gain (the excess of net long-term capital gain over net short-term capital loss) are generally taxable as long-term capital gain, regardless of your holding period for the shares.  Any dividends or capital gain distributions you receive from a Fund will normally be taxable to you when made, regardless of whether you reinvest dividends or capital gain distributions or receive them in cash.  Certain dividends or distributions declared in October, November or December will be taxed to shareholders as if received in December if they are paid during the following January.  Each year a Fund will inform you of the amount and type of your distributions.  IRAs and other qualified retirement plans are exempt from federal income taxation until retirement proceeds are paid out to the participant.


Your redemptions, including exchanges, may result in a capital gain or loss for federal tax purposes.  A capital gain or loss on your investment is the difference between the cost of your shares, including any sales charges, and the amount you receive when you sell them.


On the account application, you will be asked to certify that your social security number or taxpayer identification number is correct and that you are not subject to backup withholding for failing to report income to the IRS.  If you are subject to backup withholding or you did not certify your taxpayer identification number, the IRS requires a Fund to withhold a percentage of any dividend, redemption or exchange proceeds.   The Funds reserve the right to reject any application that does not include a certified social security or taxpayer identification number.  If you do not have a social security number, you should indicate on the purchase form that your application to obtain a number is pending.  The Funds are required to withhold taxes if a number is not delivered to a Fund within seven days.


This summary is not intended to be and should not be construed to be legal or tax advice.  You should consult your own tax advisers to determine the tax consequences of owning the Fund's shares.




DISTRIBUTION OF SHARES

Distributor:   Northern Lights Distributors, LLC, 17605 Wright Street, Omaha, Nebraska 68130 , is the distributor for the shares of the Funds.   Northern Lights Distributors, LLC is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. ("FINRA").   Shares of each Fund are offered on a continuous basis.


Distribution Fees:   The Funds have adopted a Distribution Plan ("12b-1 Plan" or "Plan"), pursuant to which each Fund pays the Fund's distributor an annual fee for distribution and shareholder servicing expenses of 0.25% of the Fund's average daily net assets attributable to Class A shares, 0.50% of the Fund's average daily net assets attributable to Class T shares and 1.00% of the Fund's average daily net assets attributable to Class C shares.


The Funds' distributor and other entities are paid under the Plan for services provided and the expenses borne by the distributor and others in the distribution of Fund shares, including the payment of commissions for sales of the shares and incentive compensation to and expenses of dealers and others who engage in or support distribution of shares or who service shareholder accounts, including overhead and telephone expenses; printing and distribution of prospectuses and reports used in connection with the offering of a Fund's shares to other than current shareholders; and preparation, printing and distribution of sales literature and advertising materials.   In addition, the distributor or other entities may utilize fees paid pursuant to the Plan to compensate dealers or other entities for their opportunity costs in advancing such amounts, which compensation would be in the form of a carrying charge on any un-reimbursed expenses.


You should be aware that if you hold your shares for a substantial period of time, you may indirectly pay more than the economic equivalent of the maximum front-end sales charge allowed by FINRA due to the recurring nature of distribution (12b-1) fees.


Additional Compensation to Financial Intermediaries:   A Fund's distributor, its affiliates, and a Fund's Advisor may, at their own expense and out of their own legitimate profits, provide additional cash payments to financial intermediaries who sell shares of a Fund.   Financial intermediaries include brokers, financial planners, banks, insurance companies, retirement or 401(k) plan administrators and others.   These payments may be in addition to the Rule 12b-1 fees and any sales charges that are disclosed elsewhere in this Prospectus.   These payments are generally made to financial intermediaries that provide shareholder or administrative services, or marketing support.   Marketing support may include access to sales meetings, sales representatives and financial intermediary management representatives, inclusion of a Fund on a sales list, including a preferred or select sales list, or other sales programs.   These payments also may be made as an expense reimbursement in cases where the financial intermediary provides shareholder services to Fund shareholders.   The distributor may, from time to time, provide promotional incentives, including reallowance and/or payment of up to the entire sales charge, to certain investment firms.   Such incentives may, at the distributor's discretion, be limited to investment firms who allow their individual selling representatives to participate in such additional commissions.

Householding:   To reduce expenses, a Fund will mail only one copy of the prospectus and each annual and semi-annual report to those addresses share by two or more accounts. If you wish to receive individual copies of these documents, please call the Funds at 1 -888-944-4367 on days the Funds are open for business or contact your financial institution. A Fund will begin sending you individual copies thirty days after receiving your request.

FINANCIAL HIGHLIGHTS


Because the Funds have only recently commenced investment operations, no financial highlights are available for the Funds at this time.  In the future, financial highlights will be presented in this section of the Prospectus.




 

PRIVACY NOTICE



FACTS

WHAT DOES COMPASS EMP FUNDS TRUST DO WITH YOUR PERSONAL INFORMATION?

 

Why?

Financial companies choose how they share your personal information.  Federal law gives consumers the right to limit some but not all sharing.  Federal law also requires us to tell you how we collect, share, and protect your personal information.  Please read this notice carefully to understand what we do.

 

What?

The types of personal information we collect and share depend on the product or service you have with us.  This information can include:

Social Security number and wire transfer instructions

account transactions and transaction history

investment experience and purchase history

When you are no longer a customer, we continue to share your information as described in this notice.

 

How?

All financial companies need to share customers' personal information to run their everyday business.  In the section below, we list the reasons financial companies can share their customers' personal information; the reasons the Compass EMP Funds chooses to share; and whether you can limit this sharing.

Reasons we can share your personal information

Does Compass EMP Funds Trust share?

Can you limit this sharing?

For our everyday business purposes -

such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

Yes

No

For our marketing purposes -

to offer our products and services to you

Yes

No

For joint marketing with other financial companies

No

We don't share

For our affiliates' everyday business purposes -

information about your transactions and experiences

No

We don't share

For our affiliates' everyday business purposes -

information about your creditworthiness

No

We don't share

For nonaffiliates to market to you

No

We don't share

Questions?

Call 1-888-944-4367

 


 

 

[N1AA002.JPG]

Advisor

Compass Efficient Model Portfolios, LLC

213 Overlook Circle, Suite A-1

Brentwood, TN 37027

Distributor

Northern Lights Distributors, LLC

17605 Wright Street

Omaha, NE  68130

Independent Registered Public Accountant

BBD, LLP

1835 Market Street, 26th Floor

Philadelphia, PA  19103

Legal Counsel

Thompson Hine, LLP

41 South High Street, Suite 1700

Columbus, OH  43215

Custodian

US Bank, N.A.

1555 N. Rivercenter Dr.

Milwaukee, WI 53212

Transfer Agent

Gemini Fund Services, LLC
17605 Wright Street, Suite 2

Omaha, NE  68130


Additional information about the Funds are included in the Fund's Statement of Additional Information dated [_____], 2012 (the "SAI").   The SAI is incorporated into this Prospectus by reference (i.e., legally made a part of this Prospectus).   The SAI provides more details about a Fund's policies and management.   Additional information about a Fund's investments will also be available in a Fund's Annual and Semi-Annual Reports to Shareholders.   In a Fund's Annual Report, you will find a discussion of the market conditions and investment strategies that significantly affected a Fund's performance during its last fiscal year.


To obtain a free copy of the SAI and, when issued, the Annual and Semi-Annual Reports to Shareholders, or other information about a Fund, or to make shareholder inquiries about a Fund, please call 1 -888-944-4367 or visit www .CompassEMPFunds. com.   You may also write to:


Compass EMP Funds

c/o Gemini Fund Services, LLC

17605 Wright Street, Suite 2

Omaha, Nebraska  68130


You may review and obtain copies of a Fund's information at the SEC Public Reference Room in Washington, D.C.   Please call 1-202-551-8090 for information relating to the operation of the Public Reference Room.  Reports and other information about the Fund are available on the EDGAR Database on the SEC's Internet site at http://www.sec.gov.   Copies of the information may be obtained, after paying a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov, or by writing the Public Reference Section, Securities and Exchange Commission, Washington, D.C. 20549-1520.


Investment Company Act File # 811-22696



The information in this Statement of Additional Information is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This Statement of Additional Information is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.



[N1AA002.JPG]


STATEMENT OF ADDITIONAL INFORMATION

[______], 2012



Class A

Class T

Class C

Class I

Compass EMP U.S. Large Cap 500 Volatility Weighted Fund

CFLAX

CFLTX

CFLCX

CFLIX

Compass EMP U.S. Small Cap 500 Volatility Weighted Fund

CHSAX

CHSTX

CHSCX

CHSIX

Compass EMP International 500 Volatility Weighted Fund

CTIAX

CTITX

CTICX

CTIIX

Compass EMP Emerging Market 500 Volatility Weighted Fund

CMKAX

CMKTX

CMKCX

CMKIX

Compass EMP U.S. REIT Hedged Volatility Weighted Fund

CWRAX

CWRTX

CWRCX

CWRIX

Compass EMP U.S. Equity Hedged Volatility Weighted Fund

CUHAX

CUHTX

CUHCX

CUHIX

Compass EMP U.S. Equity Long/Short Fund

CHLAX

CHLTX

CHLCX

CHLIX

Compass EMP International Equity Long/Short Fund

CILAX

CILTX

CILCX

CILIX

Compass EMP International Equity Hedged Volatility Weighted Fund

CVHAX

CVHTX

CVHCX

CVHIX

Compass EMP Commodity Long/Short Strategies Fund

CCNAX

CCNTX

CCNCX

CCNIX

Compass EMP Commodity Strategies Volatility Weighted Fund

CCOAX

CCOTX

CCOCX

CCOIX

Compass EMP Managed Futures Strategy Fund

CMHAX

CMHTX

CMHCX

CMHIX

Compass EMP U.S. Hedged Bond Fund

CBHAX

CBHTX

CBHCX

CBHIX

Compass EMP International Hedged Bond Fund

CBIAX

CBITX

CBICX

CBIIX

Compass EMP U.S. Enhanced Bond Fund

CEBAX

CEBTX

CEBCX

CEBIX

Compass EMP International Enhanced Bond Fund

CTEAX

CTETX

CTECX

CTEIX

Compass EMP Ultra Short-Term Fixed Income Fund

COFAX

   n/a

    n/a

COFIX


(each a " Fund " and together, the " Funds ")

Each Fund is a series of Compass EMP Funds Trust


This Statement of Additional Information (" SAI ") is not a Prospectus and should be read in conjunction with each Fund’s Class A, Class T, Class C and Class I Prospectus, dated [_____], 2012, which is incorporated by reference into this SAI (i.e., legally made a part of this SAI).   Copies may be obtained without charge by contacting the Funds' Transfer Agent, Gemini Fund Services, LLC, 17605 Wright Street, Suite 2, Omaha, Nebraska 68130 or by calling 1-888-944-4367.   You may also obtain a prospectus by visiting the Fund's website at www.CompassEMPFunds.com.    






TABLE OF CONTENTS

 

THE FUNDS

INVESTMENT RESTRICTIONS

INVESTMENTS AND RISKS

TEMPORARY DEFENSIVE MEASURES

PORTFOLIO TURNOVER

DISCLOSURE OF PORTFOLIO HOLDINGS

MANAGEMENT OF THE TRUST

ORGANIZATION AND MANAGEMENT OF WHOLLY-OWNED SUBSIDIARIES

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

INVESTMENT ADVISOR

PORTFOLIO MANAGERS

ADMINISTRATION, FUND ACCOUNTING AND TRANSFER AGENT SERVICES

CUSTODIAN

DISTRIBUTOR

CODES OF ETHICS

PROXY VOTING POLICIES AND PROCEDURES

BROKERAGE ALLOCATION AND OTHER PRACTICES

ANTI-MONEY LAUNDERING PROGRAM

DETERMINATION OF NET ASSET VALUE

PURCHASE AND REDEMPTION OF SHARES

TAX STATUS

ORGANIZATION OF THE TRUST

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

LEGAL MATTERS

FINANCIAL STATEMENTS

APPENDIX A - RATINGS

 

APPENDIX B – ADVISOR’S PROXY VOTING POLICIES

 



THE FUNDS



The Funds are each a diversified series of Compass EMP Funds Trust, a Delaware statutory trust organized on April 11, 2012 (the "Trust").   The Trust is registered as an open-end management investment company.   The Trust is governed by its Board of Trustees (the "Board" or "Trustees").  


Each Fund may issue an unlimited number of shares of beneficial interest.   All shares of a Fund have equal rights and privileges.   Each share of a Fund is entitled to one vote on all matters as to which such shares are entitled to vote.   In addition, each share of a Fund is entitled to participate equally with other shares of that Fund, on a class-specific basis, (i) in dividends and distributions declared by the Fund and (ii) on liquidation to its proportionate share of the assets remaining after satisfaction of outstanding liabilities.   Shares of each Fund are fully paid, non-assessable and fully transferable when issued and have no pre-emptive, conversion or exchange rights.   Fractional shares have proportionately the same rights, including voting rights, as are provided for a full share.


Compass Efficient Model Portfolios, LLC, also known as Compass Advisory Group (the "Advisor"), is the Fund's investment adviser. Each Fund's investment objective(s), restrictions and policies are more fully described here and in the Fund’s Prospectus.   The Board may start other series and offer shares of a new fund under the Trust at any time.


Each Fund, other than the Ultra Short-Term Fixed Income Fund, offers four classes of shares:   Class A shares, Class T shares, Class C shares and Class I shares.   The Ultra Short-Term Fixed Income Fund offers two classes of shares, Class A shares and Class I shares.   Each share class of a Fund represents an interest in the same assets of the Fund, has the same rights and is identical in all material respects except that (i) each class of shares may be subject to different (or no) sales loads; (ii) each class of shares may bear different (or no) distribution fees; (iii) each class of shares may have different shareholder features, such as minimum investment amounts; (iv) certain other class-specific expenses will be borne solely by the class to which such expenses are attributable, including transfer agent fees attributable to a specific class of shares, printing and postage expenses related to preparing and distributing materials to current shareholders of a specific class, registration fees paid by a specific class of shares, the expenses of administrative personnel and services required to support the shareholders of a specific class, litigation or other legal expenses relating to a class of shares, Trustees' fees or expenses paid as a result of issues relating to a specific class of shares and accounting fees and expenses relating to a specific class of shares, and (v) each class has exclusive voting rights with respect to matters relating to its own distribution arrangements.   The Board of Trustees may classify and reclassify the shares of the Fund into additional classes of shares at a future date.  


Under the Trust's Agreement and Declaration of Trust, each Trustee will continue in office until the termination of the Trust or his/her earlier death, incapacity, resignation or removal.   Shareholders can remove a Trustee to the extent provided by the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules and regulations promulgated thereunder.   Vacancies may be filled by a majority of the remaining Trustees, except insofar as the 1940 Act may require the election by shareholders.   As a result, normally no annual or regular meetings of shareholders will be held unless matters arise requiring a vote of shareholders under the Agreement and Declaration of Trust or the 1940 Act.


INVESTMENT RESTRICTIONS


 

Each Fund has adopted the following investment restrictions that may not be changed without approval by a "majority of the outstanding shares" of the Fund which, as used in this SAI, means the vote of the lesser of (a) 67% or more of the shares of the Fund represented at a meeting, if the holders of more than 50% of the outstanding shares of the Fund are present or represented by proxy, or (b) more than 50% of the outstanding shares of the Fund.   Each Fund may not:


1.

Issue senior securities.   This limitation is not applicable to activities that may be deemed to involve the issuance or sale of a senior security by the Fund, provided that the Fund's engagement in such activities is consistent with or permitted by the 1940 Act, as amended, the rules and regulations promulgated thereunder or interpretations of the SEC or its staff;


2.

Borrow money, except (a) from a bank, provided that immediately after such borrowing there is an asset coverage of 300% for all borrowings of the Fund; or (b) from a bank or other persons for temporary purposes only, provided that such temporary borrowings are in an amount not exceeding 5% of the Fund's total assets at the time when the borrowing is made.   This limitation does not preclude the Fund from entering into reverse repurchase transactions, provided that the Fund has an asset coverage of 300% for all borrowings and repurchase commitments of the Fund pursuant to reverse repurchase transactions;


3.

Purchase securities on margin, participate on a joint or joint and several basis in any securities trading account, or underwrite securities. This limitation does not preclude the Fund from obtaining such short-term credit as may be necessary for the clearance of purchases and sales of its portfolio securities, and except to the extent that the Fund may be deemed an underwriter under the Securities Act of 1933, by virtue of disposing of portfolio securities;


4.

Purchase or sell real estate or interests in real estate. This limitation is not applicable to investments in marketable securities that are secured by or represent interests in real estate.   This limitation does not preclude the Fund from investing in mortgage-related securities or investing in companies engaged in the real estate business or that have a significant portion of their assets in real estate (including real estate investment trusts);


5.

Invest 25% or more of the market value of its assets in the securities of companies engaged in any one industry or group of related industries.  The Trust defines each commodity as an industry.  This limitation does not apply to investments in the securities of the U.S. government, its agencies or instrumentalities;


6.

Purchase or sell commodities (unless acquired as a result of ownership of securities or other investments or through commodity futures contracts or options), except that the Fund may purchase and sell futures contracts and options to the full extent permitted under the 1940 Act, sell foreign currency contracts in accordance with any rules of the Commodity Futures Trading Commission, invest in securities or other instruments backed by commodities, and invest in companies that are engaged in a commodities business or have a significant portion of their assets in commodities; or


7.

Make loans to others, except (a) through the purchase of debt securities in accordance with its investment objectives and policies, (b) to the extent the entry into a repurchase agreement is deemed to be a loan, and (c) by loaning portfolio securities.


Each Fund observes the following policies, which are not deemed fundamental and which may be changed without a shareholder vote. Each Fund may not:


1.

Invest in any issuer for purposes of exercising control or management;


2.

Invest in securities of other investment companies except as permitted under the 1940 Act;


3.

Invest, in the aggregate, more than 15% of its net assets in securities with legal or contractual restrictions on resale, securities, which are not readily marketable and repurchase agreements with more than seven days to maturity. However, if more than 15% of Fund net assets are illiquid, the Fund's investment adviser(s) will reduce illiquid assets such that they do not represent more than 15% of Fund net assets, subject to timing and other considerations which are in the best interests of the Fund and its shareholders; or


4.

Mortgage, pledge, hypothecate or in any manner transfer, as security for indebtedness, any assets of the Fund except as may be necessary in connection with borrowings described in limitation (1) above.   Margin deposits, security interests, liens and collateral arrangements with respect to transactions involving options, futures contracts, short sales and other permitted investments and techniques are not deemed to be a mortgage, pledge or hypothecation of assets for purposes of this limitation.


Additionally, the following policies, which are not deemed fundamental and which may be changed without a shareholder vote, apply to the respective Funds as described below.


1.

Under normal market conditions, the Compass EMP U.S. Large Cap 500 Volatility Weighted Fund invests at least 80% of its assets (defined as net assets plus any borrowing for investment purposes) in the stocks included in the CEMP U.S. Large Cap 500 Volatility Weighted Index as of its most recent reconstitution .   The Index is an unmanaged index that generally consists of the common stock of the 500 largest companies that have their headquarters in the U.S. and the stock of which trades on U.S. exchanges by market capitalization with consistent positive earnings and weighted based on the volatility of each stock.  


2.

Under normal market conditions, the Compass EMP U.S. Small Cap 500 Volatility Weighted Fund invests at least 80% of its assets (defined as net assets plus any borrowing for investment purposes) in the stocks included in the CEMP U.S. Small Cap 500 Volatility Weighted Index as of its most recent reconstitution .   The Index is an unmanaged index that generally consists of the common stock of the 500 largest companies by market capitalization that have their headquarters in the U.S., market capitalizations of less than $3 billion, and the stock of which trades on a U.S. exchange.  


3.

Under normal market conditions, the Compass EMP International 500 Volatility Weighted Fund invests at least 80% of its assets (defined as net assets plus any borrowing for investment purposes) in the stocks included in the CEMP International 500 Volatility Weighted Index as of its most recent reconstitution .   The Index is an unmanaged index that generally consists of the common stock of the 500 largest companies by market capitalization that have their headquarters in a developed country (excluding the U.S. and emerging markets) and the stock of which trades on an exchange in a developed country (other than the U.S. and emerging markets).  


4.

Under normal market conditions, the Compass EMP Emerging Market 500 Volatility Weighted Fund invests at least 80% of its assets (defined as net assets plus any borrowing for investment purposes) in the stocks included in the CEMP Emerging Market 500 Volatility Weighted Index as of its most recent reconstitution .   The Index is an unmanaged index that generally consists of the common stock of the 500 largest companies by market capitalization that have their headquarters in emerging markets countries and the stock of which trades on an exchange in an emerging markets country.


5.

Under normal market conditions, the Compass EMP REIT Hedged Volatility Weighted Fund invests at least 80% of its assets (defined as net assets plus any borrowing for investment purposes) in the stocks included in the CEMP REIT Hedged Volatility Weighted Index as of its most recent reconstitution .   The Index is an unmanaged index that generally consists of the common stock of the 100 largest REITs by market capitalization that trade on a U.S. exchange with consistent positive earnings and weighted based on the volatility of each stock.  


6.

Under normal market conditions, the Compass EMP U.S. Equity Hedged Volatility Weighted Fund invests at least 80% of its assets (defined as net assets plus any borrowing for investment purposes) in the stocks included in the CEMP U.S. Equity Hedged Volatility Weighted Index as of its most recent reconstitution .   The Index is an unmanaged index that generally consists of the common stock of the 500 largest companies that have their headquarters in the U.S. and the stock of which trades on U.S. exchanges by market capitalization with consistent positive earnings and weighted based on the volatility of each stock.


7.

Under normal market conditions, the Compass EMP U.S. Equity Long/Short Fund invests at least 80% of its assets (defined as net assets plus any borrowing for investment purposes) in equity securities of companies that have their headquarters in the U.S. and the stock of which trades on a U.S. exchange.


8.

Under normal market conditions, the Compass EMP International Equity Long/Short Fund invests at least 80% of its assets (defined as net assets plus any borrowing for investment purposes) in equity securities of companies that have their headquarters in a developed country (excluding the U.S. and emerging markets) and the stock of which trades on an exchange in a developed country (other than the U.S. and emerging markets).


9.

Under normal market conditions, the Compass EMP International Equity Hedged Volatility Weighted Fund invests at least 80% of its assets (defined as net assets plus any borrowing for investment purposes) in the stocks included in the Index as of its most recent reconstitution .   The Index is an unmanaged index that generally consists of the common stock of the 500 largest companies by market capitalization that have their headquarters in a developed country (excluding the U.S. and emerging markets) and the stock of which trades on an exchange in a developed country (other than the U.S. and emerging markets).  


10.

Under normal market conditions, the Compass EMP U.S. Hedged Bond Fund and Compass EMP U.S. Enhanced Bond Fund each invests at least 80% of its assets (defined as net assets plus any borrowing for investment purposes) directly in bonds issued by U.S. companies or government entities or agencies or indirectly in such investments through limited partnerships, limited liability companies and other types of pooled investment vehicles that primarily invest in such bonds or bond futures.


11.

Under normal market conditions, the Compass EMP International Hedged Bond Fund and Compass EMP International Enhanced Bond Fund each invests at least 80% of its assets (defined as net assets plus any borrowing for investment purposes) directly in bonds issued by companies headquartered outside of the U.S. and not in emerging markets countries or foreign (non-emerging markets) government entities or agencies or indirectly in such investments through limited partnerships, limited liability companies and other types of pooled investment vehicles that primarily invest in such bonds or bond futures.


12.

Under normal market conditions, the Compass Ultra Short-Term Fixed Income Fund invests at least 80% of its assets (defined as net assets plus any borrowing for investment purposes) directly in fixed-income instruments, including Treasury bills and notes, commercial paper and corporate bonds.


If a restriction on the Fund's investments is adhered to at the time an investment is made, a subsequent change in the percentage of Fund assets invested in certain securities or other instruments, or change in average duration of the Fund's investment portfolio, resulting from changes in the value of the Fund's total assets, will not be considered a violation of the restriction; provided, however, that the asset coverage requirement applicable to borrowings shall be maintained in the manner contemplated by applicable law.



INVESTMENTS AND RISKS


 

The investment objective of each Fund and the descriptions of the Fund's principal investment strategies are set forth under "ADDITIONAL INFORMATION ABOUT PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS" in the Prospectus.   Each Fund's investment objective is not fundamental and may be changed without the approval of a majority of the outstanding voting securities of the Trust.  The following may refer to a Fund, each Fund or Funds, as the context so indicates.


The following pages contain more detailed information about the types of instruments in which the Funds may invest, strategies the Adviser may employ in pursuit of the Fund's investment objective and a summary of related risks. The information below applies to each Fund and is described with respect to a single Fund for convenience.


Equity Securities


Equity securities in which the Fund invests include common stocks, preferred stocks and securities convertible into common stocks, such as convertible bonds, warrants, rights and options. The value of equity securities varies in response to many factors, including the activities and financial condition of individual companies, the business market in which individual companies compete and general market and economic conditions. Equity securities fluctuate in value, often based on factors unrelated to the value of the issuer of the securities, and such fluctuations can be significant.


Common Stock


Common stock represents an equity (ownership) interest in a company, and usually possesses voting rights and earns dividends. Dividends on common stock are not fixed but are declared at the discretion of the issuer. Common stock generally represents the riskiest investment in a company. In addition, common stock generally has the greatest appreciation and depreciation potential because increases and decreases in earnings are usually reflected in a company's stock price.


Preferred Stock


The Fund may invest in preferred stock with no minimum credit rating. Preferred stock is a class of stock having a preference over common stock as to the payment of dividends and the recovery of investment should a company be liquidated, although preferred stock is usually junior to the debt securities of the issuer. Preferred stock typically does not possess voting rights and its market value may change based on changes in interest rates.


The fundamental risk of investing in common and preferred stock is the risk that the value of the stock might decrease. Stock values fluctuate in response to the activities of an individual company or in response to general market and/or economic conditions. Historically, common stocks have provided greater long-term returns and have entailed greater short-term risks than preferred stocks, fixed-income securities and money market investments. The market value of all securities, including common and preferred stocks, is based upon the market's perception of value and not necessarily the book value of an issuer or other objective measures of a company's worth.


Convertible Securities


The Fund may invest in convertible securities with no minimum credit rating. Convertible securities include fixed income securities that may be exchanged or converted into a predetermined number of shares of the issuer's underlying common stock at the option of the holder during a specified period. Convertible securities may take the form of convertible preferred stock, convertible bonds or debentures, units consisting of "usable" bonds and warrants or a combination of the features of several of these securities. Convertible securities are senior to common stocks in an issuer's capital structure, but are usually subordinated to similar non-convertible securities. While providing a fixed-income stream (generally higher in yield than the income derivable from common stock but lower than that afforded by a similar nonconvertible security), a convertible security also gives an investor the opportunity, through its conversion feature, to participate in the capital appreciation of the issuing company depending upon a market price advance in the convertible security's underlying common stock.


Warrants


The Fund may invest in warrants. Warrants are options to purchase common stock at a specific price (usually at a premium above the market value of the optioned common stock at issuance) valid for a specific period of time. Warrants may have a life ranging from less than one year to twenty years, or they may be perpetual. However, most warrants have expiration dates after which they are worthless. In addition, a warrant is worthless if the market price of the common stock does not exceed the warrant's exercise price during the life of the warrant. Warrants have no voting rights, pay no dividends, and have no rights with respect to the assets of the corporation issuing them. The percentage increase or decrease in the market price of the warrant may tend to be greater than the percentage increase or decrease in the market price of the optioned common stock.


Depositary Receipts


The Fund may invest in sponsored and unsponsored American Depositary Receipts ("ADRs"), which are receipts issued by an American bank or trust company evidencing ownership of underlying securities issued by a foreign issuer. ADRs, in registered form, are designed for use in U.S. securities markets. Unsponsored ADRs may be created without the participation of the foreign issuer. Holders of these ADRs generally bear all the costs of the ADR facility, whereas foreign issuers typically bear certain costs in a sponsored ADR. The bank or trust company depositary of an unsponsored ADR may be under no obligation to distribute shareholder communications received from the foreign issuer or to pass through voting rights. Many of the risks described below regarding foreign securities apply to investments in ADRs.


Income Trusts


The Fund may invest in income trusts which are investment trusts that hold assets that are income producing.   The income is passed on to the "unitholders."   Each income trust has an operating risk based on its underlying business.   The term may also be used to designate a legal entity, capital structure and ownership vehicle for certain assets or businesses.   Shares or "trust units" are traded on securities exchanges just like stocks.   Income is passed on to the investors, called unitholders, through monthly or quarterly distributions.   Historically, distributions have typically been higher than dividends on common stocks.   The unitholders are the beneficiaries of a trust, and their units represent their right to participate in the income and capital of the trust. Income trusts generally invest funds in assets that provide a return to the trust and its beneficiaries based on the cash flows of an underlying business.   This return is often achieved through the acquisition by the trust of equity and debt instruments, royalty interests or real properties. The trust can receive interest, royalty or lease payments from an operating entity carrying on a business, as well as dividends and a return of capital.


Each income trust has an operating risk based on its underlying business; and, typically, the higher the yield, the higher the risk. They also have additional risk factors, including, but not limited to, poorer access to debt markets.   Similar to a dividend paying stock, income trusts do not guarantee minimum distributions or even return of capital.   If the business starts to lose money, the trust can reduce or even eliminate distributions; this is usually accompanied by sharp losses in a unit's market value.   Since the yield is one of the main attractions of income trusts, there is the risk that trust units will decline in value if interest rates offering in competing markets, such as in the cash/treasury market, increase.   Interest rate risk is also present within the trusts themselves because they hold very long term capital assets (e.g. pipelines, power plants, etc.), and much of the excess distributable income is derived from a maturity (or duration) mismatch between the life of the asset, and the life of the financing associated with it.   In an increasing interest rate environment, not only does the attractiveness of trust distributions decrease, but quite possibly, the distributions may themselves decrease, leading to a double whammy of both declining yield and substantial loss of unitholder value.   Because most income is passed on to unitholders, rather than reinvested in the business, in some cases, a trust can become a wasting asset unless more equity is issued.   Because many income trusts pay out more than their net income, the unitholder equity (capital) may decline over time. To the extent that the value of the trust is driven by the deferral or reduction of tax, any change in government tax regulations to remove the benefit will reduce the value of the trusts.   Generally, income trusts also carry the same risks as dividend paying stocks that are traded on stock markets.


Publicly Traded Partnerships


The Fund may invest in publicly traded partnerships ("PTPs").   PTPs are limited partnerships the interests in which (known as "units") are traded on public exchanges, just like corporate stock.   PTPs are limited partnerships that provide an investor with a direct interest in a group of assets (generally, oil and gas properties).   Publicly traded partnership units typically trade publicly, like stock, and thus may provide the investor more liquidity than ordinary limited partnerships.   Publicly traded partnerships are also called master limited partnerships and public limited partnerships.   A limited partnership has one or more general partners (they may be individuals, corporations, partnerships or another entity) which manage the partnership, and limited partners, which provide capital to the partnership but have no role in its management.   When an investor buys units in a PTP, he or she becomes a limited partner.   PTPs are formed in several ways. A non-traded partnership may decide to go public.   Several non-traded partnerships may "roll up" into a single PTP.   A corporation may spin off a group of assets or part of its business into a PTP of which it is the general partner, either to realize what it believes to be the assets' full value or as an alternative to issuing debt.   A corporation may fully convert to a PTP, although since 1986 the tax consequences have made this an unappealing option; or, a newly formed company may operate as a PTP from its inception.


There are different types of risks to investing in PTPs including regulatory risks and interest rate risks.   Currently most partnerships enjoy pass through taxation of their income to partners, which avoids double taxation of earnings. If the government were to change PTP business tax structure, unitholders would not be able to enjoy the relatively high yields in the sector for long.   In addition, PTP's which charge government-regulated fees for transportation of oil and gas products through their pipelines are subject to unfavorable changes in government-approved rates and fees, which would affect a PTPs revenue stream negatively.   PTPs also carry some interest rate risks. During increases in interest rates, PTPs may not produce decent returns to shareholders.


Real Estate Investment Trusts


The Fund may invest in securities of real estate investment trusts ("REITs"). REITs are publicly traded corporations or trusts that specialize in acquiring, holding and managing residential, commercial or industrial real estate. A REIT is not taxed at the entity level on income distributed to its shareholders or unitholders if it distributes to shareholders or unitholders at least 95% of its taxable income for each taxable year and complies with regulatory requirements relating to its organization, ownership, assets and income.


REITs generally can be classified as "Equity REITs", "Mortgage REITs" and "Hybrid REITs." An Equity REIT invests the majority of its assets directly in real property and derives its income primarily from rents and from capital gains on real estate appreciation, which are realized through property sales. A Mortgage REIT invests the majority of its assets in real estate mortgage loans and services its income primarily from interest payments. A Hybrid REIT combines the characteristics of an Equity REIT and a Mortgage REIT. Although the Fund can invest in all three kinds of REITs, its emphasis is expected to be on investments in Equity REITs.


Investments in the real estate industry involve particular risks. The real estate industry has been subject to substantial fluctuations and declines on a local, regional and national basis in the past and may continue to be in the future. Real property values and income from real property continue to be in the future. Real property values and income from real property may decline due to general and local economic conditions, overbuilding and increased competition, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, regulatory limitations on rents, changes in neighborhoods and in demographics, increases in market interest rates, or other factors. Factors such as these may adversely affect companies that own and operate real estate directly, companies that lend to such companies, and companies that service the real estate industry.


Investments in REITs also involve risks. Equity REITs will be affected by changes in the values of and income from the properties they own, while Mortgage REITs may be affected by the credit quality of the mortgage loans they hold. In addition, REITs are dependent on specialized management skills and on their ability to generate cash flow for operating purposes and to make distributions to shareholders or unitholders REITs may have limited diversification and are subject to risks associated with obtaining financing for real property, as well as to the risk of self-liquidation. REITs also can be adversely affected by their failure to qualify for tax-free pass-through treatment of their income under the Internal Revenue Code of 1986, as amended, or their failure to maintain an exemption from registration under the 1940 Act. By investing in REITs indirectly through a Fund, a shareholder bears not only a proportionate share of the expenses of the Fund, but also may indirectly bear similar expenses of some of the REITs in which it invests.


Fixed Income/Debt/Bond Securities


Yields on fixed income securities are dependent on a variety of factors, including the general conditions of the money market and other fixed income securities markets, the size of a particular offering, the maturity of the obligation and the rating of the issue. An investment in the Fund will be subjected to risk even if all fixed income securities in the Fund's portfolio are paid in full at maturity. All fixed income securities, including U.S. Government securities, can change in value when there is a change in interest rates or the issuer's actual or perceived creditworthiness or ability to meet its obligations.


There is normally an inverse relationship between the market value of securities sensitive to prevailing interest rates and actual changes in interest rates. In other words, an increase in interest rates produces a decrease in market value. The longer the remaining maturity (and duration) of a security, the greater will be the effect of interest rate changes on the market value of that security. Changes in the ability of an issuer to make payments of interest and principal and in the markets' perception of an issuer's creditworthiness will also affect the market value of the debt securities of that issuer. Obligations of issuers of fixed income securities (including municipal securities) are subject to the provisions of bankruptcy, insolvency, and other laws affecting the rights and remedies of creditors, such as the Federal Bankruptcy Reform Act of 1978. In addition, the obligations of municipal issuers may become subject to laws enacted in the future by Congress, state legislatures, or referenda extending the time for payment of principal and/or interest, or imposing other constraints upon enforcement of such obligations or upon the ability of municipalities to levy taxes. Changes in the ability of an issuer to make payments of interest and principal and in the market's perception of an issuer's creditworthiness will also affect the market value of the debt securities of that issuer. The possibility exists, therefore, that, the ability of any issuer to pay, when due, the principal of and interest on its debt securities may become impaired.


The corporate debt securities in which the Fund may invest include corporate bonds and notes and short-term investments such as commercial paper and variable rate demand notes. Commercial paper (short-term promissory notes) is issued by companies to finance their or their affiliate's current obligations and is frequently unsecured. Variable and floating rate demand notes are unsecured obligations typically redeemable upon not more than 30 days' notice. These obligations include master demand notes that permit investment of fluctuating amounts at varying rates of interest pursuant to a direct arrangement with the issuer of the instrument. The issuer of these obligations often has the right, after a given period, to prepay the outstanding principal amount of the obligations upon a specified number of days' notice. These obligations generally are not traded, nor generally is there an established secondary market for these obligations. To the extent a demand note does not have a 7-day or shorter demand feature and there is no readily available market for the obligation, it is treated as an illiquid security.


The Fund may invest in debt securities, including non-investment grade debt securities.   The following describes some of the risks associated with fixed income debt securities:


Interest Rate Risk. Debt securities have varying levels of sensitivity to changes in interest rates. In general, the price of a debt security can fall when interest rates rise and can rise when interest rates fall. Securities with longer maturities and mortgage securities can be more sensitive to interest rate changes although they usually offer higher yields to compensate investors for the greater risks. The longer the maturity of the security, the greater the impact a change in interest rates could have on the security's price. In addition, short-term and long-term interest rates do not necessarily move in the same amount or the same direction. Short-term securities tend to react to changes in short-term interest rates and long-term securities tend to react to changes in long-term interest rates.


Credit Risk. Fixed income securities have speculative characteristics and changes in economic conditions or other circumstances are more likely to lead to a weakened capacity of those issuers to make principal or interest payments, as compared to issuers of more highly rated securities.


Extension Risk. The Fund is subject to the risk that an issuer will exercise its right to pay principal on an obligation held by the Fund (such as mortgage-backed securities) later than expected. This may happen when there is a rise in interest rates. These events may lengthen the duration (i.e. interest rate sensitivity) and potentially reduce the value of these securities.


Prepayment Risk. Certain types of debt securities, such as mortgage-backed securities, have yield and maturity characteristics corresponding to underlying assets. Unlike traditional debt securities, which may pay a fixed rate of interest until maturity when the entire principal amount comes due, payments on certain mortgage-backed securities may include both interest and a partial payment of principal. Besides the scheduled repayment of principal, payments of principal may result from the voluntary prepayment, refinancing, or foreclosure of the underlying mortgage loans.


Securities subject to prepayment are less effective than other types of securities as a means of "locking in" attractive long-term interest rates. One reason is the need to reinvest prepayments of principal; another is the possibility of significant unscheduled prepayments resulting from declines in interest rates. These prepayments would have to be reinvested at lower rates. As a result, these securities may have less potential for capital appreciation during periods of declining interest rates than other securities of comparable maturities, although they may have a similar risk of decline in market value during periods of rising interest rates. Prepayments may also significantly shorten the effective maturities of these securities, especially during periods of declining interest rates. Conversely, during periods of rising interest rates, a reduction in prepayments may increase the effective maturities of these securities, subjecting them to a greater risk of decline in market value in response to rising interest rates than traditional debt securities, and, therefore, potentially increasing the volatility of the Fund.


At times, some of the mortgage-backed securities in which the Fund may invest will have higher than market interest rates and therefore will be purchased at a premium above their par value. Prepayments may cause losses in securities purchased at a premium, as unscheduled prepayments, which are made at par, will cause the Fund to experience a loss equal to any unamortized premium.


Certificates of Deposit and Bankers' Acceptances


Certificates of deposit are receipts issued by a depository institution in exchange for the deposit of funds. The issuer agrees to pay the amount deposited plus interest to the bearer of the receipt on the date specified on the certificate. The certificate usually can be traded in the secondary market prior to maturity.


The Fund may invest in insured bank obligations. The Federal Deposit Insurance Corporation ("FDIC") insures the deposits of federally insured banks and savings and loan associations (collectively referred to as "banks") up to $250,000. The Fund may purchase bank obligations that are fully insured as to principal by the FDIC. Currently, to remain fully insured as to principal, these investments must be limited to $250,000 per bank; if the principal amount and accrued interest together exceed $250,000, the excess principal and accrued interest will not be insured. Insured bank obligations may have limited marketability.  


Bankers' acceptances typically arise from short-term credit arrangements designed to enable businesses to obtain funds to finance commercial transactions. Generally, an acceptance is a time draft drawn on a bank by an exporter or an importer to obtain a stated amount of funds to pay for specific merchandise. The draft is then "accepted" by a bank that, in effect, unconditionally guarantees to pay the face value of the instrument on its maturity date. The acceptance may then be held by the accepting bank as an earning asset or it may be sold in the secondary market at the going rate of discount for a specific maturity. Although maturities for acceptances can be as long as 270 days, most acceptances have maturities of six months or less.


Time Deposits and Variable Rate Notes


The Fund may invest in fixed time deposits, whether or not subject to withdrawal penalties. The commercial paper obligations, which the Fund may buy are unsecured and may include variable rate notes. The nature and terms of a variable rate note (i.e., a "Master Note") permit the Fund to invest fluctuating amounts at varying rates of interest pursuant to a direct arrangement between the Fund as Lender, and the issuer, as borrower. It permits daily changes in the amounts borrowed. The Fund has the right at any time to increase, up to the full amount stated in the note agreement, or to decrease the amount outstanding under the note. The issuer may prepay at any time and without penalty any part of or the full amount of the note. The note may or may not be backed by one or more bank letters of credit. Because these notes are direct lending arrangements between the Fund and the issuer, it is not generally contemplated that they will be traded; moreover, there is currently no secondary market for them. Except as specifically provided in the Prospectus, there is no limitation on the type of issuer from whom these notes may be purchased; however, in connection with such purchase and on an ongoing basis, the Fund's advisor will consider the earning power, cash flow and other liquidity ratios of the issuer, and its ability to pay principal and interest on demand, including a situation in which all holders of such notes made demand simultaneously. Variable rate notes are subject to the Fund's investment restriction on illiquid securities unless such notes can be put back to the issuer on demand within seven days.


Commercial Paper


The Fund may purchase commercial paper. Commercial paper consists of short-term (usually from 1 to 270 days) unsecured promissory notes issued by corporations in order to finance their current operations.   It may be secured by letters of credit, a surety bond or other forms of collateral.   Commercial paper is usually repaid at maturity by the issuer from the proceeds of the issuance of new commercial paper.   As a result, investment in commercial paper is subject to the risk the issuer cannot issue enough new commercial paper to satisfy its outstanding commercial paper, also known as rollover risk.   Commercial paper may become illiquid or may suffer from reduced liquidity in certain circumstances.   Like all fixed income securities, commercial paper prices are susceptible to fluctuations in interest rates.   If interest rates rise, commercial paper prices will decline.   The short-term nature of a commercial paper investment makes it less susceptible to interest rate risk than many other fixed income securities because interest rate risk typically increases as maturity lengths increase.   Commercial paper tends to yield smaller returns than longer-term corporate debt because securities with shorter maturities typically have lower effective yields than those with longer maturities.   As with all fixed income securities, there is a chance that the issuer will default on its commercial paper obligation.


Repurchase Agreements


The Fund may enter into repurchase agreements. In a repurchase agreement, an investor (such as the Fund) purchases a security (known as the "underlying security") from a securities dealer or bank. Any such dealer or bank must be deemed creditworthy by the Advisor. At that time, the bank or securities dealer agrees to repurchase the underlying security at a mutually agreed upon price on a designated future date. The repurchase price may be higher than the purchase price, the difference being income to the Fund, or the purchase and repurchase prices may be the same, with interest at an agreed upon rate due to the Fund on repurchase. In either case, the income to the Fund generally will be unrelated to the interest rate on the underlying securities. Repurchase agreements must be "fully collateralized," in that the market value of the underlying securities (including accrued interest) must at all times be equal to or greater than the repurchase price. Therefore, a repurchase agreement can be considered a loan collateralized by the underlying securities.

 

Repurchase agreements are generally for a short period of time, often less than a week, and will generally be used by the Fund to invest excess cash or as part of a temporary defensive strategy. Repurchase agreements that do not provide for payment within seven days will be treated as illiquid securities. In the event of a bankruptcy or other default by the seller of a repurchase agreement, the Fund could experience both delays in liquidating the underlying security and losses. These losses could result from: (a) possible decline in the value of the underlying security while the Fund is seeking to enforce its rights under the repurchase agreement; (b) possible reduced levels of income or lack of access to income during this period; and (c) expenses of enforcing its rights.


High Yield Securities


The Fund may invest in high yield securities.   High yield, high risk bonds are securities that are generally rated below investment grade by the primary rating agencies (BB+ or lower by S&P and Ba1 or lower by Moody's). Other terms used to describe such securities include "lower rated bonds," "non-investment grade bonds," "below investment grade bonds," and "junk bonds." These securities are considered to be high-risk investments. The risks include the following:


Greater Risk of Loss.   These securities are regarded as predominately speculative. There is a greater risk that issuers of lower rated securities will default than issuers of higher rated securities. Issuers of lower rated securities generally are less creditworthy and may be highly indebted, financially distressed, or bankrupt. These issuers are more vulnerable to real or perceived economic changes, political changes or adverse industry developments. In addition, high yield securities are frequently subordinated to the prior payment of senior indebtedness. If an issuer fails to pay principal or interest, the Fund would experience a decrease in income and a decline in the market value of its investments.


Sensitivity to Interest Rate and Economic Changes.   The income and market value of lower-rated securities may fluctuate more than higher rated securities. Although non-investment grade securities tend to be less sensitive to interest rate changes than investment grade securities, non-investment grade securities are more sensitive to short-term corporate, economic and market developments. During periods of economic uncertainty and change, the market price of the investments in lower-rated securities may be volatile. The default rate for high yield bonds tends to be cyclical, with defaults rising in periods of economic downturn. For example, in 2000, 2001 and 2002, the default rate for high yield securities was significantly higher than in the prior or subsequent years.


Valuation Difficulties.   It is often more difficult to value lower rated securities than higher rated securities. If an issuer's financial condition deteriorates, accurate financial and business information may be limited or unavailable. In addition, the lower rated investments may be thinly traded and there may be no established secondary market. Because of the lack of market pricing and current information for investments in lower rated securities, valuation of such investments is much more dependent on judgment than is the case with higher rated securities.


Liquidity.   There may be no established secondary or public market for investments in lower rated securities. Such securities are frequently traded in markets that may be relatively less liquid than the market for higher rated securities. In addition, relatively few institutional purchasers may hold a major portion of an issue of lower-rated securities at times. As a result, the Fund may be required to sell investments at substantial losses or retain them indefinitely when an issuer's financial condition is deteriorating.


Credit Quality.   Credit quality of non-investment grade securities can change suddenly and unexpectedly, and even recently-issued credit ratings may not fully reflect the actual risks posed by a particular high-yield security.


New Legislation.   Future legislation may have a possible negative impact on the market for high yield, high risk bonds. As an example, in the late 1980's, legislation required federally-insured savings and loan associations to divest their investments in high yield, high risk bonds. New legislation, if enacted, could have a material negative effect on the Fund's investments in lower rated securities.


High yield, high risk investments may include the following:


Straight fixed-income debt securities. These include bonds and other debt obligations that bear a fixed or variable rate of interest payable at regular intervals and have a fixed or resettable maturity date. The particular terms of such securities vary and may include features such as call provisions and sinking funds.


Zero-coupon debt securities. These bear no interest obligation but are issued at a discount from their value at maturity. When held to maturity, their entire return equals the difference between their issue price and their maturity value.


Zero-fixed-coupon debt securities. These are zero-coupon debt securities that convert on a specified date to interest-bearing debt securities.


Pay-in-kind bonds. These are bonds which allow the issuer, at its option, to make current interest payments on the bonds either in cash or in additional bonds.   These are bonds sold without registration under the Securities Act of 1933, as amended ("1933 Act"), usually to a relatively small number of institutional investors.


Convertible Securities. These are bonds or preferred stock that may be converted to common stock.


Preferred Stock. These are stocks that generally pay a dividend at a specified rate and have preference over common stock in the payment of dividends and in liquidation.


Loan Participations and Assignments. These are participations in, or assignments of all or a portion of loans to corporations or to governments, including governments of less developed countries ("LDCs").


Securities issued in connection with Reorganizations and Corporate Restructurings. In connection with reorganizing or restructuring of an issuer, an issuer may issue common stock or other securities to holders of its debt securities.   The   Fund may hold such common stock and other securities even if it does not invest in such securities.


Municipal Government Obligations


In general, municipal obligations are debt obligations issued by or on behalf of states, territories and possessions of the United States (including the District of Columbia) and their political subdivisions, agencies and instrumentalities.   Municipal obligations generally include debt obligations issued to obtain funds for various public purposes.   Certain types of municipal obligations are issued in whole or in part to obtain funding for privately operated facilities or projects.   Municipal obligations include general obligation bonds, revenue bonds, industrial development bonds, notes and municipal lease obligations.   Municipal obligations also include additional obligations, the interest on which is exempt from federal income tax, that may become available in the future as long as the Board of the Fund determines that an investment in any such type of obligation is consistent with the Fund's investment objectives.   Municipal obligations may be fully or partially backed by local government, the credit of a private issuer, current or anticipated revenues from a specific project or specific assets or domestic or foreign entities providing credit support such as letters of credit, guarantees or insurance.


Bonds and Notes.   General obligation bonds are secured by the issuer's pledge of its full faith, credit and taxing power for the payment of interest and principal.   Revenue bonds are payable only from the revenues derived from a project or facility or from the proceeds of a specified revenue source.   Industrial development bonds are generally revenue bonds secured by payments from and the credit of private users.   Municipal notes are issued to meet the short-term funding requirements of state, regional and local governments.   Municipal notes include tax anticipation notes, bond anticipation notes, revenue anticipation notes, tax and revenue anticipation notes, construction loan notes, short-term discount notes, tax-exempt commercial paper, demand notes and similar instruments.


Municipal Lease Obligations.   Municipal lease obligations may take the form of a lease, an installment purchase or a conditional sales contract.   They are issued by state and local governments and authorities to acquire land, equipment and facilities, such as vehicles, telecommunications and computer equipment and other capital assets.   The Fund may invest in Underlying Funds that purchase these lease obligations directly, or it may purchase participation interests in such lease obligations (See "Participation Interests" section). States have different requirements for issuing municipal debt and issuing municipal leases.   Municipal leases are generally subject to greater risks than general obligation or revenue bonds because they usually contain a "non-appropriation" clause, which provides that the issuer is not obligated to make payments on the obligation in future years unless funds have been appropriated for this purpose each year.   Such non-appropriation clauses are required to avoid the municipal lease obligations from being treated as debt for state debt restriction purposes.   Accordingly, such obligations are subject to "non-appropriation" risk.   Municipal leases may be secured by the underlying capital asset and it may be difficult to dispose of any such asset in the event of non-appropriation or other default.


United States Government Obligations


These consist of various types of marketable securities issued by the United States Treasury, i.e., bills, notes and bonds. Such securities are direct obligations of the United States government and differ mainly in the length of their maturity. Treasury bills, the most frequently issued marketable government security, have a maturity of up to one year and are issued on a discount basis. The Fund may also invest in Treasury Inflation-Protected Securities (TIPS).   TIPS are special types of treasury bonds that were created in order to offer bond investors protection from inflation.   The values of the TIPS are automatically adjusted to the inflation rate as measured by the Consumer Price Index (CPI).   If the CPI goes up by half a percent, the value of the bond (the TIPS) would also go up by half a percent.   If the CPI falls, the value of the bond does not fall because the government guarantees that the original investment will stay the same. TIPS decline in value when real interest rates rise.   However, in certain interest rate environments, such as when real interest rates are rising faster than nominal interest rates, TIPS may experience greater losses than other fixed income securities with similar duration.


United States Government Agency Obligations


These consist of debt securities issued by agencies and instrumentalities of the United States government, including the various types of instruments currently outstanding or which may be offered in the future. Agencies include, among others, the Federal Housing Administration, Government National Mortgage Association ("GNMA"), Farmer's Home Administration, Export-Import Bank of the United States, Maritime Administration, and General Services Administration. Instrumentalities include, for example, each of the Federal Home Loan Banks, the National Bank for Cooperatives, the Federal Home Loan Mortgage Corporation ("FHLMC"), the Farm Credit Banks, the Federal National Mortgage Association ("FNMA"), and the United States Postal Service. These securities are either: (i) backed by the full faith and credit of the United States government (e.g., United States Treasury Bills); (ii) guaranteed by the United States Treasury (e.g., GNMA mortgage-backed securities); (iii) supported by the issuing agency's or instrumentality's right to borrow from the United States Treasury (e.g., FNMA Discount Notes); or (iv) supported only by the issuing agency's or instrumentality's own credit (e.g., Tennessee Valley Association).   On September 7, 2008, the U.S. Treasury Department and the Federal Housing Finance Authority (the "FHFA") announced that FNMA and FHLMC had been placed into conservatorship, a statutory process designed to stabilize a troubled institution with the objective of returning the entity to normal business operations.   The U.S. Treasury Department and the FHFA at the same time established a secured lending facility and a Secured Stock Purchase Agreement with both FNMA and FHLMC to ensure that each entity had the ability to fulfill its financial obligations.   The FHFA announced that it does not anticipate any disruption in pattern of payments or ongoing business operations of FNMA and FHLMC.


Government-related guarantors (i.e. not backed by the full faith and credit of the United States Government) include FNMA and FHLMC. FNMA is a government-sponsored corporation owned entirely by private stockholders. It is subject to general regulation by the Secretary of Housing and Urban Development. FNMA purchases conventional (i.e., not insured or guaranteed by any government agency) residential mortgages from a list of approved seller/servicers which include state and federally chartered savings and loan associations, mutual savings banks, commercial banks and credit unions and mortgage bankers. Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA but are not backed by the full faith and credit of the United States Government.


FHLMC was created by Congress in 1970 for the purpose of increasing the availability of mortgage credit for residential housing. It is a government-sponsored corporation formerly owned by the twelve Federal Home Loan Banks and now owned entirely by private stockholders. FHLMC issues Participation Certificates ("PC's"), which represent interests in conventional mortgages from FHLMC's national portfolio. FHLMC guarantees the timely payment of interest and ultimate collection of principal, but PCs are not backed by the full faith and credit of the United States Government. Commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers also create pass-through pools of conventional residential mortgage loans. Such issuers may, in addition, be the originators and/or servicers of the underlying mortgage loans as well as the guarantors of the mortgage-related securities. Pools created by such nongovernmental issuers generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government or agency guarantees of payments in the former pools. However, timely payment of interest and principal of these pools may be supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance and letters of credit. The insurance and guarantees are issued by governmental entities, private insurers and the mortgage poolers.


Mortgage Pass-Through Securities


Interests in pools of mortgage pass-through securities differ from other forms of debt securities (which normally provide periodic payments of interest in fixed amounts and the payment of principal in a lump sum at maturity or on specified call dates). Instead, mortgage pass-through securities provide monthly payments consisting of both interest and principal payments. In effect, these payments are a "pass-through" of the monthly payments made by the individual borrowers on the underlying residential mortgage loans, net of any fees paid to the issuer or guarantor of such securities. Unscheduled payments of principal may be made if the underlying mortgage loans are repaid or refinanced or the underlying properties are foreclosed, thereby shortening the securities' weighted average life. Some mortgage pass-through securities (such as securities guaranteed by GNMA) are described as "modified pass-through securities." These securities entitle the holder to receive all interest and principal payments owed on the mortgage pool, net of certain fees, on the scheduled payment dates regardless of whether the mortgagor actually makes the payment.


The principal governmental guarantor of mortgage pass-through securities is GNMA. GNMA is authorized to guarantee, with the full faith and credit of the U.S. Treasury, the timely payment of principal and interest on securities issued by lending institutions approved by GNMA (such as savings and loan institutions, commercial banks and mortgage bankers) and backed by pools of mortgage loans. These mortgage loans are either insured by the Federal Housing Administration or guaranteed by the Veterans Administration. A "pool" or group of such mortgage loans is assembled and after being approved by GNMA, is offered to investors through securities dealers.


Government-related guarantors of mortgage pass-through securities (i.e., not backed by the full faith and credit of the U.S. Treasury) include FNMA and FHLMC.   FNMA is a government-sponsored corporation owned entirely by private stockholders. It is subject to general regulation by the Secretary of Housing and Urban Development. FNMA purchases conventional (i.e., not insured or guaranteed by any government agency) residential mortgages from a list of approved sellers/servicers which include state and federally chartered savings and loan associations, mutual savings banks, commercial banks and credit unions and mortgage bankers. Mortgage pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA but are not backed by the full faith and credit of the U.S. Treasury.


FHLMC was created by Congress in 1970 for the purpose of increasing the availability of mortgage credit for residential housing. It is a U.S. government-sponsored corporation formerly owned by the twelve Federal Home Loan Banks and now owned entirely by private stockholders. FHLMC issues Participation Certificates ("PCs"), which represent interests in conventional mortgages from FHLMC's national portfolio. FHLMC guarantees the timely payment of interest and ultimate collection of principal, but PCs are not backed by the full faith and credit of the U.S. Treasury.


Commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers also create pass-through pools of conventional residential mortgage loans. Such issuers may, in addition, be the originators and/or servicers of the underlying mortgage loans as well as the guarantors of the mortgage pass-through securities. The Fund does not purchase interests in pools created by such non-governmental issuers.


Resets. The interest rates paid on the Adjustable Rate Mortgage Securities ("ARMs") in which the Fund may invest generally are readjusted or reset at intervals of one year or less to an increment over some predetermined interest rate index. There are two main categories of indices: those based on U.S. Treasury securities and those derived from a calculated measure, such as a cost of funds index or a moving average of mortgage rates. Commonly utilized indices include the one-year and five-year constant maturity Treasury Note rates, the three-month Treasury Bill rate, the 180-day Treasury Bill rate, rates on longer-term Treasury securities, the National Median Cost of Funds, the one-month or three-month London Interbank Offered Rate (LIBOR), the prime rate of a specific bank, or commercial paper rates. Some indices, such as the one-year constant maturity Treasury Note rate, closely mirror changes in market interest rate levels. Others tend to lag changes in market rate levels and tend to be somewhat less volatile.


Caps and Floors. The underlying mortgages which collateralize the ARMs in which the Fund invests will frequently have caps and floors which limit the maximum amount by which the loan rate to the residential borrower may change up or down: (1) per reset or adjustment interval, and (2) over the life of the loan. Some residential mortgage loans restrict periodic adjustments by limiting changes in the borrower's monthly principal and interest payments rather than limiting interest rate changes. These payment caps may result in negative amortization. The value of mortgage securities in which the Fund invests may be affected if market interest rates rise or fall faster and farther than the allowable caps or floors on the underlying residential mortgage loans. Additionally, even though the interest rates on the underlying residential mortgages are adjustable, amortization and prepayments may occur, thereby causing the effective maturities of the mortgage securities in which the Fund invests to be shorter than the maturities stated in the underlying mortgages.


Securities of Other Investment Companies


The Fund's investments in Exchange Traded Funds ("ETFs"), mutual funds and closed-end funds involve certain additional expenses and certain tax results, which would not be present in a direct investment in the underlying fund. Due to legal limitations, the Fund will be prevented from: 1) purchasing more than 3% of an investment company's (including ETFs) outstanding shares; 2) investing more than 5% of the Fund's assets in any single such investment company, and 3) investing more than 10% of the Fund's assets in investment companies overall;   unless: (i) the underlying investment company and/or the Fund has received an order for exemptive relief from such limitations from the Securities and Exchange Commission ("SEC"); and (ii) the underlying investment company and the Fund take appropriate steps to comply with any conditions in such order. In the alternative, the Fund may rely on Rule 12d1-3, which allows unaffiliated mutual funds to exceed the 5% limitation and the 10% limitation, provided the aggregate sales loads any investor pays (i.e., the combined distribution expenses of both the acquiring fund and the acquired fund) does not exceed the limits on sales loads established by FINRA for funds of funds. In addition to ETFs, the Fund may invest in other investment companies such as open-end mutual funds or exchange-traded closed-end funds, within the limitations described above.


Closed-End Investment Companies


The Fund may invest its assets in "closed-end" investment companies (or "closed-end funds"), subject to the investment restrictions set forth above. Shares of closed-end funds are typically offered to the public in a one-time initial public offering by a group of underwriters who retain a spread or underwriting commission of between 4% or 6% of the initial public offering price. Such securities are then listed for trading on the New York Stock Exchange, the American Stock Exchange, the National Association of Securities Dealers Automated Quotation System (commonly known as "NASDAQ") and, in some cases, may be traded in other over-the-counter markets. Because the shares of closed-end funds cannot be redeemed upon demand to the issuer like the shares of an open-end investment company (such as the Fund), investors seek to buy and sell shares of closed-end funds in the secondary market.


The Fund generally will purchase shares of closed-end funds only in the secondary market. The Fund will incur normal brokerage costs on such purchases similar to the expenses the Fund would incur for the purchase of securities of any other type of issuer in the secondary market. The Fund may, however, also purchase securities of a closed-end fund in an initial public offering when, in the opinion of the Advisor, based on a consideration of the nature of the closed-end fund's proposed investments, the prevailing market conditions and the level of demand for such securities, they represent an attractive opportunity for growth of capital. The initial offering price typically will include a dealer spread, which may be higher than the applicable brokerage cost if the Fund purchased such securities in the secondary market.


The shares of many closed-end funds, after their initial public offering, frequently trade at a price per share, which is less than the net asset value per share, the difference representing the "market discount" of such shares. This market discount may be due in part to the investment objective of long-term appreciation, which is sought by many closed-end funds, as well as to the fact that the shares of closed-end funds are not redeemable by the holder upon demand to the issuer at the next determined net asset value but rather are subject to the principles of supply and demand in the secondary market. A relative lack of secondary market purchasers of closed-end fund shares also may contribute to such shares trading at a discount to their net asset value.


The Fund may invest in shares of closed-end funds that are trading at a discount to net asset value or at a premium to net asset value. There can be no assurance that the market discount on shares of any closed-end fund purchased by the Fund will ever decrease. In fact, it is possible that this market discount may increase and the Fund may suffer realized or unrealized capital losses due to further decline in the market price of the securities of such closed-end funds, thereby adversely affecting the net asset value of the Fund's shares. Similarly, there can be no assurance that any shares of a closed-end fund purchased by the Fund at a premium will continue to trade at a premium or that the premium will not decrease subsequent to a purchase of such shares by the Fund.


Closed-end funds may issue senior securities (including preferred stock and debt obligations) for the purpose of leveraging the closed-end fund's common shares in an attempt to enhance the current return to such closed-end fund's common shareholders. The Fund's investment in the common shares of closed-end funds that are financially leveraged may create an opportunity for greater total return on its investment, but at the same time may be expected to exhibit more volatility in market price and net asset value than an investment in shares of investment companies without a leveraged capital structure.


Open-end Investment Companies


The Fund and any "affiliated persons," as defined by the 1940 Act, may purchase in the aggregate only up to 3% of the total outstanding securities of any underlying fund.   Accordingly, when affiliated persons hold shares of any of the underlying fund, the Fund's ability to invest fully in shares of those funds is restricted, and the Advisor must then, in some instances, select alternative investments that would not have been its first preference.   The 1940 Act also provides that an underlying fund whose shares are purchased by the Fund will be obligated to redeem shares held by the Fund only in an amount up to 1% of the underlying fund's outstanding securities during any period of less than 30 days. Shares held by the Fund in excess of 1% of an underlying fund's outstanding securities therefore, will be considered not readily marketable securities, which, together with other such securities, may not exceed 15% of the Fund's total assets.


Under certain circumstances, an underlying fund may determine to make payment of a redemption by the Fund wholly or partly by a distribution in kind of securities from its portfolio, in lieu of cash, in conformity with the rules of the Securities and Exchange Commission ("SEC"). In such cases, the Fund may hold securities distributed by an underlying fund until the Advisor determines that it is appropriate to dispose of such securities.


Investment decisions by the investment advisers of the underlying fund(s) are made independently of the Fund and its Advisor. Therefore, the investment adviser of one underlying fund may be purchasing shares of the same issuer whose shares are being sold by the investment adviser of another such fund. The result would be an indirect expense to the Fund without accomplishing any investment purpose.


Exchange Traded Funds


ETFs are generally passive funds that track their related index and have the flexibility of trading like a security. They are managed by professionals and provide the investor with diversification, cost and tax efficiency, liquidity, marginability, are useful for hedging, have the ability to go long and short, and some provide quarterly dividends. Additionally, some ETFs are unit investment trusts (UITs).   ETFs typically have two markets. The primary market is where institutions swap "creation units" in block-multiples of, for example, 50,000 shares for in-kind securities and cash in the form of dividends. The secondary market is where individual investors can trade as little as a single share during trading hours on the exchange. This is different from open-ended mutual funds that are traded after hours once the net asset value (NAV) is calculated. ETFs share many similar risks with open-end and closed-end funds.


Foreign Securities


General .   The Fund may invest in foreign securities and exchange traded funds ("ETFs") and other investment companies that hold a portfolio of foreign securities.   Investing in securities of foreign companies and countries involves certain considerations and risks that are not typically associated with investing in U.S. government securities and securities of domestic companies.   There may be less publicly available information about a foreign issuer than a domestic one, and foreign companies are not generally subject to uniform accounting, auditing and financial standards and requirements comparable to those applicable to U.S. companies.   There may also be less government supervision and regulation of foreign securities exchanges, brokers and listed companies than exists in the United States.   Interest and dividends paid by foreign issuers may be subject to withholding and other foreign taxes, which may decrease the net return on such investments as compared to dividends and interest paid to the Fund by domestic companies or the U.S. government.   There may be the possibility of expropriations, seizure or nationalization of foreign deposits, confiscatory taxation, political, economic or social instability or diplomatic developments that could affect assets of the Fund held in foreign countries.   Finally, the establishment of exchange controls or other foreign governmental laws or restrictions could adversely affect the payment of obligations.


To the extent the Fund's currency exchange transactions do not fully protect the Fund against adverse changes in currency exchange rates, decreases in the value of currencies of the foreign countries in which the Fund will invest relative to the U.S. dollar will result in a corresponding decrease in the U.S. dollar value of the Fund's assets denominated in those currencies (and possibly a corresponding increase in the amount of securities required to be liquidated to meet distribution requirements).   Conversely, increases in the value of currencies of the foreign countries in which the Fund invests relative to the U.S. dollar will result in a corresponding increase in the U.S. dollar value of the Fund's assets (and possibly a corresponding decrease in the amount of securities to be liquidated).


Emerging Markets Securities  


The Fund may purchase securities of emerging market issuers and ETFs and other investment companies that invest in emerging market securities.   Investing in emerging market securities imposes risks different from, or greater than, risks of investing in foreign developed countries.   These risks include: smaller market capitalization of securities markets, which may suffer periods of relative illiquidity; significant price volatility; restrictions on foreign investment; and possible repatriation of investment income and capital.   In addition, foreign investors may be required to register the proceeds of sales.   Future economic or political crises could lead to price controls, forced mergers, expropriation or confiscatory taxation, seizure, nationalization, or creation of government monopolies.   The currencies of emerging market countries may experience significant declines against the U.S. dollar, and devaluation may occur subsequent to investments in these currencies by the Fund.   Inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economies and securities markets of certain emerging market countries.

 

Additional risks of emerging markets securities may include: greater social, economic and political uncertainty and instability; more substantial governmental involvement in the economy; less governmental supervision and regulation; unavailability of currency hedging techniques; companies that are newly organized and small; differences in auditing and financial reporting standards, which may result in unavailability of material information about issuers; and less developed legal systems. In addition, emerging securities markets may have different clearance and settlement procedures, which may be unable to keep pace with the volume of securities transactions or otherwise make it difficult to engage in such transactions. Settlement problems may cause the Fund to miss attractive investment opportunities, hold a portion of its assets in cash pending investment, or be delayed in disposing of a portfolio security. Such a delay could result in possible liability to a purchaser of the security.


Securities Options


The Fund may purchase and write ( i.e., sell) put and call options. Such options may relate to particular securities or stock indices, and may or may not be listed on a domestic or foreign securities exchange and may or may not be issued by the Options Clearing Corporation. Options trading is a highly specialized activity that entails greater than ordinary investment risk. Options may be more volatile than the underlying instruments, and therefore, on a percentage basis, an investment in options may be subject to greater fluctuation than an investment in the underlying instruments themselves.

A call option for a particular security gives the purchaser of the option the right to buy, and the writer (seller) the obligation to sell, the underlying security at the stated exercise price at any time prior to the expiration of the option, regardless of the market price of the security. The premium paid to the writer is in consideration for undertaking the obligation under the option contract. A put option for a particular security gives the purchaser the right to sell the security at the stated exercise price at any time prior to the expiration date of the option, regardless of the market price of the security.

Stock index options are put options and call options on various stock indices. In most respects, they are identical to listed options on common stocks. The primary difference between stock options and index options occurs when index options are exercised. In the case of stock options, the underlying security, common stock, is delivered. However, upon the exercise of an index option, settlement does not occur by delivery of the securities comprising the index. The option holder who exercises the index option receives an amount of cash if the closing level of the stock index upon which the option is based is greater than, in the case of a call, or less than, in the case of a put, the exercise price of the option. This amount of cash is equal to the difference between the closing price of the stock index and the exercise price of the option expressed in dollars times a specified multiple. A stock index fluctuates with changes in the market value of the stocks included in the index. For example, some stock index options are based on a broad market index, such as the Standard & Poor's 500® Index or the Value Line Composite Index or a narrower market index, such as the Standard & Poor's 100®. Indices may also be based on an industry or market segment, such as the AMEX Oil and Gas Index or the Computer and Business Equipment Index. Options on stock indices are currently traded on the Chicago Board Options Exchange, the New York Stock Exchange, the American Stock Exchange, the Pacific Stock Exchange and the Philadelphia Stock Exchange.

The Fund's obligation to sell an instrument subject to a call option written by it, or to purchase an instrument subject to a put option written by it, may be terminated prior to the expiration date of the option by the Fund's execution of a closing purchase transaction, which is effected by purchasing on an exchange an option of the same series ( i.e. , same underlying instrument, exercise price and expiration date) as the option previously written. A closing purchase transaction will ordinarily be effected to realize a profit on an outstanding option, to prevent an underlying instrument from being called, to permit the sale of the underlying instrument or to permit the writing of a new option containing different terms on such underlying instrument. The cost of such a liquidation purchase plus transactions costs may be greater than the premium received upon the original option, in which event the Fund will have paid a loss in the transaction. There is no assurance that a liquid secondary market will exist for any particular option. An option writer unable to effect a closing purchase transaction will not be able to sell the underlying instrument or liquidate the assets held in a segregated account, as described below, until the option expires or the optioned instrument is delivered upon exercise. In such circumstances, the writer will be subject to the risk of market decline or appreciation in the instrument during such period.

If an option purchased by the Fund expires unexercised, the Fund realizes a loss equal to the premium paid. If the Fund enters into a closing sale transaction on an option purchased by it, the Fund will realize a gain if the premium received by the Fund on the closing transaction is more than the premium paid to purchase the option, or a loss if it is less. If an option written by the Fund expires on the stipulated expiration date or if the Fund enters into a closing purchase transaction, it will realize a gain (or loss if the cost of a closing purchase transaction exceeds the net premium received when the option is sold). If an option written by the Fund is exercised, the proceeds of the sale will be increased by the net premium originally received and the Fund will realize a gain or loss.

Certain Risks Regarding Options. There are several risks associated with transactions in options. For example, there are significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives. In addition, a liquid secondary market for particular options, whether traded over-the-counter or on an exchange, may be absent for reasons which include the following: there may be insufficient trading interest in certain options; restrictions may be imposed by an exchange on opening transactions or closing transactions or both; trading halts, suspensions or other restrictions may be imposed with respect to particular classes or series of options or underlying securities or currencies; unusual or unforeseen circumstances may interrupt normal operations on an exchange; the facilities of an exchange or the Options Clearing Corporation may not at all times be adequate to handle current trading value; or one or more exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of options (or a particular class or series of options), in which event the secondary market on that exchange (or in that class or series of options) would cease to exist, although outstanding options that had been issued by the Options Clearing Corporation as a result of trades on that exchange would continue to be exercisable in accordance with their terms.

Successful use by the Fund of options on stock indices will be subject to the ability of the Advisor to correctly predict movements in the directions of the stock market. This requires different skills and techniques than predicting changes in the prices of individual securities. In addition, a fund's ability to effectively hedge all or a portion of the securities in its portfolio, in anticipation of or during a market decline, through transactions in put options on stock indices, depends on the degree to which price movements in the underlying index correlate with the price movements of the securities held by the Fund. Inasmuch as the Fund's securities will not duplicate the components of an index, the correlation will not be perfect. Consequently, the Fund bears the risk that the prices of its securities being hedged will not move in the same amount as the prices of its put options on the stock indices. It is also possible that there may be a negative correlation between the index and the Fund's securities that would result in a loss on both such securities and the options on stock indices acquired by the Fund.

The hours of trading for options may not conform to the hours during which the underlying securities are traded. To the extent that the options markets close before the markets for the underlying securities, significant price and rate movements can take place in the underlying markets that cannot be reflected in the options markets. The purchase of options is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. The purchase of stock index options involves the risk that the premium and transaction costs paid by the Fund in purchasing an option will be lost as a result of unanticipated movements in prices of the securities comprising the stock index on which the option is based.

There is no assurance that a liquid secondary market on an options exchange will exist for any particular option, or at any particular time, and for some options no secondary market on an exchange or elsewhere may exist. If the Fund is unable to close out a call option on securities that it has written before the option is exercised, the Fund may be required to purchase the optioned securities in order to satisfy its obligation under the option to deliver such securities. If the Fund is unable to effect a closing sale transaction with respect to options on securities that it has purchased, it would have to exercise the option in order to realize any profit and would incur transaction costs upon the purchase and sale of the underlying securities.

Cover for Options Positions . Transactions using options (other than options that the Fund has purchased) expose the Fund to an obligation to another party. The Fund will not enter into any such transactions unless it owns either (i) an offsetting ("covered") position in securities or other options or (ii) cash or liquid securities with a value sufficient at all times to cover its potential obligations not covered as provided in (i) above. The Fund will comply with SEC guidelines regarding cover for these instruments and, if the guidelines so require, set aside cash or liquid securities in a segregated account with the Fund's custodian in the prescribed amount. Under current SEC guidelines, the Fund will segregate assets to cover transactions in which the Fund writes or sells options.

Assets used as cover or held in a segregated account cannot be sold while the position in the corresponding option is open, unless they are replaced with similar assets. As a result, the commitment of a large portion of the Fund's assets to cover or segregated accounts could impede portfolio management or the Fund's ability to meet redemption requests or other current obligations.

Options on Futures Contracts


The Fund may purchase and sell options on the same types of futures in which it may invest. Options on futures are similar to options on underlying instruments except that options on futures give the purchaser the right, in return for the premium paid, to assume a position in a futures contract (a long position if the option is a call and a short position if the option is a put), rather than to purchase or sell the futures contract, at a specified exercise price at any time during the period of the option. Upon exercise of the option, the delivery of the futures position by the writer of the option to the holder of the option will be accompanied by the delivery of the accumulated balance in the writer's futures margin account which represents the amount by which the market price of the futures contract, at exercise, exceeds (in the case of a call) or is less than (in the case of a put) the exercise price of the option on the futures contract. Purchasers of options who fail to exercise their options prior to the exercise date suffer a loss of the premium paid.


Dealer Options


The Fund may engage in transactions involving dealer options as well as exchange-traded options. Certain additional risks are specific to dealer options. While the Fund might look to a clearing corporation to exercise exchange-traded options, if the Fund were to purchase a dealer option it would need to rely on the dealer from which it purchased the option to perform if the option were exercised. Failure by the dealer to do so would result in the loss of the premium paid by the Fund as well as loss of the expected benefit of the transaction.


Exchange-traded options generally have a continuous liquid market while dealer options may not. Consequently, the Fund may generally be able to realize the value of a dealer option it has purchased only by exercising or reselling the option to the dealer who issued it. Similarly, when the Fund writes a dealer option, it may generally be able to close out the option prior to its expiration only by entering into a closing purchase transaction with the dealer to whom the Fund originally wrote the option. While the Fund will seek to enter into dealer options only with dealers who will agree to and which are expected to be capable of entering into closing transactions with the Fund, there can be no assurance that the Fund will at any time be able to liquidate a dealer option at a favorable price at any time prior to expiration. Unless the Fund, as a covered dealer call option writer, is able to effect a closing purchase transaction, it will not be able to liquidate securities (or other assets) used as cover until the option expires or is exercised. In the event of insolvency of the other party, the Fund may be unable to liquidate a dealer option. With respect to options written by the Fund, the inability to enter into a closing transaction may result in material losses to the Fund. For example, because the Fund must maintain a secured position with respect to any call option on a security it writes, the Fund may not sell the assets, which it has segregated to secure the position while it is obligated under the option. This requirement may impair the Fund's ability to sell portfolio securities at a time when such sale might be advantageous.


The Staff of the SEC has taken the position that purchased dealer options are illiquid securities. The Fund may treat the cover used for written dealer options as liquid if the dealer agrees that the Fund may repurchase the dealer option it has written for a maximum price to be calculated by a predetermined formula. In such cases, the dealer option would be considered illiquid only to the extent the maximum purchase price under the formula exceeds the intrinsic value of the option. Accordingly, the Fund will treat dealer options as subject to the Fund's limitation on illiquid securities. If the SEC changes its position on the liquidity of dealer options, the Fund will change its treatment of such instruments accordingly.


Spread Transactions


The Fund may purchase covered spread options from securities dealers. These covered spread options are not presently exchange-listed or exchange-traded. The purchase of a spread option gives the Fund the right to put securities that it owns at a fixed dollar spread or fixed yield spread in relationship to another security that the Fund does not own, but which is used as a benchmark. The risk to the Fund, in addition to the risks of dealer options described above, is the cost of the premium paid as well as any transaction costs. The purchase of spread options will be used to protect the Fund against adverse changes in prevailing credit quality spreads, i.e., the yield spread between high quality and lower quality securities. This protection is provided only during the life of the spread options.


Futures Contracts


A futures contract provides for the future sale by one party and purchase by another party of a specified amount of a specific financial instrument (e.g., units of a stock index) for a specified price, date, time and place designated at the time the contract is made. Brokerage fees are paid when a futures contract is bought or sold and margin deposits must be maintained. Entering into a contract to buy is commonly referred to as buying or purchasing a contract or holding a long position. Entering into a contract to sell is commonly referred to as selling a contract or holding a short position.


Unlike when the Fund purchases or sells a security, no price would be paid or received by the Fund upon the purchase or sale of a futures contract. Upon entering into a futures contract, and to maintain the Fund's open positions in futures contracts, the Fund would be required to deposit with its custodian or futures broker in a segregated account in the name of the futures broker an amount of cash, U.S. government securities, suitable money market instruments, or other liquid securities, known as "initial margin." The margin required for a particular futures contract is set by the exchange on which the contract is traded, and may be significantly modified from time to time by the exchange during the term of the contract. Futures contracts are customarily purchased and sold on margins that may range upward from less than 5% of the value of the contract being traded.


If the price of an open futures contract changes (by increase in underlying instrument or index in the case of a sale or by decrease in the case of a purchase) so that the loss on the futures contract reaches a point at which the margin on deposit does not satisfy margin requirements, the broker will require an increase in the margin. However, if the value of a position increases because of favorable price changes in the futures contract so that the margin deposit exceeds the required margin, the broker will pay the excess to the Fund.


These subsequent payments, called "variation margin," to and from the futures broker, are made on a daily basis as the price of the underlying assets fluctuate making the long and short positions in the futures contract more or less valuable, a process known as "marking to the market." The Fund expects to earn interest income on its margin deposits.


Although certain futures contracts, by their terms, require actual future delivery of and payment for the underlying instruments, in practice most futures contracts are usually closed out before the delivery date. Closing out an open futures contract purchase or sale is effected by entering into an offsetting futures contract sale or purchase, respectively, for the same aggregate amount of the identical underlying instrument or index and the same delivery date. If the offsetting purchase price is less than the original sale price, the Fund realizes a gain; if it is more, the Fund realizes a loss. Conversely, if the offsetting sale price is more than the original purchase price, the Fund realizes a gain; if it is less, the Fund realizes a loss. The transaction costs must also be included in these calculations. There can be no assurance, however, that the Fund will be able to enter into an offsetting transaction with respect to a particular futures contract at a particular time. If the Fund is not able to enter into an offsetting transaction, the Fund will continue to be required to maintain the margin deposits on the futures contract.


For example, one contract in the Financial Times Stock Exchange 100 Index future is a contract to buy 25 pounds sterling multiplied by the level of the UK Financial Times 100 Share Index on a given future date. Settlement of a stock index futures contract may or may not be in the underlying instrument or index. If not in the underlying instrument or index, then settlement will be made in cash, equivalent over time to the difference between the contract price and the actual price of the underlying asset at the time the stock index futures contract expires.


Swap Agreements


The Fund may enter into swap agreements for purposes of attempting to gain exposure to equity, debt, commodities or other asset markets without actually purchasing those assets, or to hedge a position.  The Fund does not invest more than 25% of its assets in swap contracts with any one counterparty.  Security investments are made without restriction as to the issuer's country.   Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a day to more than one year.   In a standard "swap" transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments.   The gross returns to be exchanged or "swapped" between the parties are calculated with respect to a "notional amount," i.e., the return on or increase in value of a particular dollar amount invested in a "basket" of securities representing a particular index.  


Most swap agreements entered into by the Fund calculate the obligations of the parties to the agreement on a "net basis."   Consequently, the Fund's current obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the "net amount").   Payments may be made at the conclusion of a swap agreement or periodically during its term.


Swap agreements do not involve the delivery of securities or other underlying assets. Accordingly, if a swap is entered into on a net basis, if the other party to a swap agreement defaults, the Fund's risk of loss consists of the net amount of payments that the Fund is contractually entitled to receive, if any.


The net amount of the excess, if any, of the Fund's obligations over its entitlements with respect to a swap agreement entered into on a net basis will be accrued daily and an amount of cash or liquid asset having an aggregate net asset value at least equal to the accrued excess will be maintained in an account with the Custodian.   The Fund will also establish and maintain such accounts with respect to its total obligations under any swaps that are not entered into on a net basis.   Obligations under swap agreements so covered will not be construed to be "senior securities" for purposes of the Fund's investment restriction concerning senior securities.


Because they are two-party contracts and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid for the Fund's illiquid investment limitations.   The Fund will not enter into any swap agreement unless the Advisor believes that the other party to the transaction is creditworthy.   The Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counter-party.


The Fund may enter into a swap agreement in circumstances where the Advisor believes that it may be more cost effective or practical than buying the securities represented by such index or a futures contract or an option on such index.   The counter-party to any swap agreement will typically be a bank, investment banking firm or broker/dealer.   The counter-party will generally agree to pay the Fund the amount, if any, by which the notional amount of the swap agreement would have increased in value had it been invested in the particular stocks represented in the index, plus the dividends that would have been received on those stocks.   The Fund will agree to pay to the counter-party a floating rate of interest on the notional amount of the swap agreement plus the amount, if any, by which the notional amount would have decreased in value had it been invested in such stocks.   Therefore, the return to the Fund on any swap agreement should be the gain or loss on the notional amount plus dividends on the stocks less the interest paid by the Fund on the notional amount.


The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents utilizing standardized swap documentation.   As a result, the swap market has become relatively liquid in comparison with the markets for other similar instruments that are traded in the OTC market.


Regulation as a Commodity Pool Operator

The Trust, on behalf of the Fund, has filed with the National Futures Association, a notice claiming an exclusion from the definition of the term "commodity pool operator" under the Commodity Exchange Act, as amended, and the rules of the Commodity Futures Trading Commission promulgated thereunder, with respect to the Fund's operation.   Accordingly, the Fund is not subject to registration or regulation as a commodity pool operator.

When-Issued, Forward Commitments and Delayed Settlements


The Fund may purchase and sell securities on a when-issued, forward commitment or delayed settlement basis. In this event, the Custodian (as defined under the section entitled "Custodian") will segregate liquid assets equal to the amount of the commitment in a separate account. Normally, the Custodian will set aside portfolio securities to satisfy a purchase commitment. In such a case, the Fund may be required subsequently to segregate additional assets in order to assure that the value of the account remains equal to the amount of the Fund's commitment. It may be expected that the Fund's net assets will fluctuate to a greater degree when it sets aside portfolio securities to cover such purchase commitments than when it sets aside cash.


The Fund does not intend to engage in these transactions for speculative purposes but only in furtherance of its investment objectives. Because the Fund will segregate liquid assets to satisfy its purchase commitments in the manner described, the Fund's liquidity and the ability of the Advisor to manage them may be affected in the event the Fund's forward commitments, commitments to purchase when-issued securities and delayed settlements ever exceeded 15% of the value of its net assets.


The Fund will purchase securities on a when-issued, forward commitment or delayed settlement basis only with the intention of completing the transaction. If deemed advisable as a matter of investment strategy, however, the Fund may dispose of or renegotiate a commitment after it is entered into, and may sell securities it has committed to purchase before those securities are delivered to the Fund on the settlement date. In these cases, the Fund may realize a taxable capital gain or loss. When the Fund engages in when-issued, forward commitment and delayed settlement transactions, it relies on the other party to consummate the trade. Failure of such party to do so may result in the Fund incurring a loss or missing an opportunity to obtain a price credited to be advantageous.


The market value of the securities underlying a when-issued purchase, forward commitment to purchase securities, or a delayed settlement and any subsequent fluctuations in their market value is taken into account when determining the market value of the Fund starting on the day the Fund agrees to purchase the securities. The Fund does not earn interest on the securities it has committed to purchase until it has paid for and delivered on the settlement date.


Illiquid and Restricted Securities


The Fund may invest up to 15% of its net assets in illiquid securities. Illiquid securities include securities subject to contractual or legal restrictions on resale (e.g., because they have not been registered under the Securities Act of 1933, as amended (the "Securities Act")) and securities that are otherwise not readily marketable (e.g., because trading in the security is suspended or because market makers do not exist or will not entertain bids or offers). Securities that have not been registered under the Securities Act are referred to as private placements or restricted securities and are purchased directly from the issuer or in the secondary market. Foreign securities that are freely tradable in their principal markets are not considered to be illiquid.


Restricted and other illiquid securities may be subject to the potential for delays on resale and uncertainty in valuation. The Fund might be unable to dispose of illiquid securities promptly or at reasonable prices and might thereby experience difficulty in satisfying redemption requests from shareholders. The Fund might have to register restricted securities in order to dispose of them, resulting in additional expense and delay. Adverse market conditions could impede such a public offering of securities.


A large institutional market exists for certain securities that are not registered under the Securities Act, including foreign securities. The fact that there are contractual or legal restrictions on resale to the general public or to certain institutions may not be indicative of the liquidity of such investments. Rule 144A under the Securities Act allows such a broader institutional trading market for securities otherwise subject to restrictions on resale to the general public. Rule 144A establishes a "safe harbor" from the registration requirements of the Securities Act for resale of certain securities to qualified institutional buyers. Rule 144A has produced enhanced liquidity for many restricted securities, and market liquidity for such securities may continue to expand as a result of this regulation and the consequent existence of the PORTAL system, which is an automated system for the trading, clearance and settlement of unregistered securities of domestic and foreign issuers sponsored by the Financial Industry Regulatory Authority, Inc. ("FINRA").

Under guidelines adopted by the Trust's Board, the Advisor may determine that particular Rule 144A securities, and commercial paper issued in reliance on the private placement exemption from registration afforded by Section 4(2) of the Securities Act, are liquid even though they are not registered. A determination of whether such a security is liquid or not is a question of fact. In making this determination, the Advisor will consider, as it deems appropriate under the circumstances and among other factors: (1) the frequency of trades and quotes for the security; (2) the number of dealers willing to purchase or sell the security; (3) the number of other potential purchasers of the security; (4) dealer undertakings to make a market in the security; (5) the nature of the security (e.g., debt or equity, date of maturity, terms of dividend or interest payments, and other material terms) and the nature of the marketplace trades (e.g., the time needed to dispose of the security, the method of soliciting offers, and the mechanics of transfer); and (6) the rating of the security and the financial condition and prospects of the issuer. In the case of commercial paper, the Advisor will also determine that the paper (1) is not traded flat or in default as to principal and interest, and (2) is rated in one of the two highest rating categories by at least two National Statistical Rating Organizations ("NRSROs") or, if only one NRSRO rates the security, by that NRSRO, or, if the security is unrated, the Advisor determines that it is of equivalent quality.  


Rule 144A securities and Section 4(2) commercial paper that have been deemed liquid as described above will continue to be monitored by the Advisor to determine if the security is no longer liquid as the result of changed conditions. Investing in Rule 144A securities or Section 4(2) commercial paper could have the effect of increasing the amount of the Fund's assets invested in illiquid securities if institutional buyers are unwilling to purchase such securities.


Lending Portfolio Securities


For the purpose of achieving income, the Fund may lend its portfolio securities, provided (1) the loan is secured continuously by collateral consisting of U.S. Government securities or cash or cash equivalents (cash, U.S. Government securities, negotiable certificates of deposit, bankers' acceptances or letters of credit) maintained on a daily mark-to-market basis in an amount at least equal to the current market value of the securities loaned, (2) the Fund may at any time call the loan and obtain the return of securities loaned, (3) the Fund will receive any interest or dividends received on the loaned securities, and (4) the aggregate value of the securities loaned will not at any time exceed one-third of the total assets of the Fund.


Short Sales


The Fund may sell securities short as an outright investment strategy and to offset potential declines in long positions in similar securities. A short sale is a transaction in which the Fund sells a security it does not own or have the right to acquire (or that it owns but does not wish to deliver) in anticipation that the market price of that security will decline.


When the Fund makes a short sale, the broker-dealer through which the short sale is made must borrow the security sold short and deliver it to the party purchasing the security. The Fund is required to make a margin deposit in connection with such short sales; the Fund may have to pay a fee to borrow particular securities and will often be obligated to pay over any dividends and accrued interest on borrowed securities.


If the price of the security sold short increases between the time of the short sale and the time the Fund covers its short position, the Fund will incur a loss; conversely, if the price declines, the Fund will realize a capital gain. Any gain will be decreased, and any loss increased, by the transaction costs described above. The successful use of short selling may be adversely affected by imperfect correlation between movements in the price of the security sold short and the securities being hedged.


To the extent the Fund sells securities short, it will provide collateral to the broker-dealer and (except in the case of short sales "against the box") will maintain additional asset coverage in the form of cash, U.S. government securities or other liquid securities with its custodian in a segregated account in an amount at least equal to the difference between the current market value of the securities sold short and any amounts required to be deposited as collateral with the selling broker (not including the proceeds of the short sale). The Fund does not intend to enter into short sales (other than short sales "against the box") if immediately after such sales the aggregate of the value of all collateral plus the amount in such segregated account exceeds 30% of the value of the Fund's net assets. This percentage may be varied by action of the Board of Trustees. A short sale is "against the box" to the extent the Fund contemporaneously owns, or has the right to obtain at no added cost, securities identical to those sold short.


Wholly-Owned Subsidiaries

The Compass EMP Commodity Long/Short Strategies Fund, Compass EMP Commodity Strategies Volatility Weighted Fund and Compass EMP Managed Futures Strategy Fund may each invest up to 25% of its total assets in its wholly-owned and controlled Cayman Islands subsidiary ( each a "Subsidiary"), which is expected to invest, through Underlying Funds (as defined below), in one or a combination of (i) options, (ii) futures, (iii) forwards, (iv) spot contracts or (v) swap contracts, each of which may be tied to (i) commodities, (ii) financial indices and instruments, (iii) foreign currencies, or (iv) equity indices.   As a result, the Fund may be considered to be investing indirectly in these investments through the Subsidiary.   For that reason, and for the sake of convenience, references in this Statement of Additional Information to the Fund may also include the Subsidiary.


Each Subsidiary will not be registered under the 1940 Act but, will be subject to certain of the investor protections of that Act, as noted in this Statement of Additional Information. The Fund, as the sole shareholder of the Subsidiary, will not have all of the protections offered to investors in registered investment companies. However, since the Fund wholly owns and controls the Subsidiary, and the Fund and Subsidiary are both managed by the Advisor, it is unlikely that the Subsidiary will take action contrary to the interests of the Fund or its shareholders.   The Fund's Board has oversight responsibility for the investment activities of the Fund, including its investment in the Subsidiary, and the Fund's role as the sole shareholder of the Subsidiary. Also, in managing the Subsidiary's portfolio, the Advisor will be subject to the same investment restrictions and operational guidelines that apply to the management of the Fund, including any collateral or segregation requirements in connection with various investment strategies.

Changes in the laws of the United States and/or the Cayman Islands, under which the Fund and the Subsidiary, respectively, are organized, could result in the inability of the Fund and/or the Subsidiary to operate as described in this Statement of Additional Information and could negatively affect the Fund and its shareholders.   For example, the Cayman Islands does not currently impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax on the Subsidiary.   If Cayman Islands law changes such that the Subsidiary must pay Cayman Islands taxes, Fund shareholders would likely suffer decreased investment returns.

Underlying Funds


The Fund invests a portion of its assets directly, or through the Subsidiary, in corporations (including foreign corporations), limited partnerships and other pooled investment vehicles ("Underlying Funds").   Each Underlying Fund, or share class of the Underlying Fund, is managed by its own manager or trading adviser, pursuant to a proprietary strategy.   The Underlying Funds use a form of leverage often referred to as "notional funding" - that is the nominal trading level for an Underlying Fund will exceed the cash deposited in its trading accounts. For example, if the Underlying Fund manager wants the Underlying Fund to trade a $200,000,000 portfolio (the "nominal trading level") the Underlying Fund's margin requirement may be $10,000,000.   The Underlying Fund can either deposit $200,000,000 to "fully fund" the account or can deposit only a portion of the $200,000,000, provided that the amount deposited meets the account's ongoing minimum margin requirements.   The difference between the amount of cash deposited in the account and the nominal trading level of the account is referred to as notional funding.   The use of notional funding (i.e., leverage) will increase the volatility of the Underlying Funds.   In addition, the leverage may make the Underlying Funds subject to more frequent margin calls.   Being forced to raise cash at inopportune times to meet margin calls may prevent the Underlying Fund manager from making investments it considers optimal.   As currently structured, the cash deposited in the trading account for each Underlying Fund will be available to meet the margin requirements of any share class of the Underlying Fund.   However, additional funds to meet margin calls are available only to the extent of the Underlying Fund's assets and not from the Subsidiary or the Fund.   Underlying Fund management fees are based on the nominal trading level and not the cash deposited in the trading account.   For illustration purposes only, assume an Underlying Fund has assets of $50 million.   The Underlying Fund is notionally funded and uses a nominal trading level of $200 million.   The Underlying Fund pays its manager an annual management fee of 1% of the nominal account size, or $2,000,000.   While the management fee represents 1% of the nominal account size ($200 million), the management fee represents 4% of the cash deposited ($50 million) in the Underlying Fund's trading account.   The Underlying Funds are typically offered privately and no public market for such securities will exist.


TEMPORARY DEFENSIVE MEASURES


In response to market, economic, political or other conditions, the Advisor may temporarily use a different investment strategy for a Fund for defensive purposes. Such a strategy could include investing up to 100% of a Fund’s assets in cash or cash equivalent securities. This could affect a Fund’s performance and the Fund might not achieve its investment objectives.


PORTFOLIO TURNOVER



Each Fund may sell a portfolio investment soon after its acquisition if the Advisor believes that such a disposition is consistent with attaining the investment objective of the Fund.   Portfolio investments may be sold for a variety of reasons, such as a more favorable investment opportunity or other circumstances bearing on the desirability of continuing to hold such investments.   A high rate of portfolio turnover (over 100%) may involve correspondingly greater transaction costs, which must be borne directly by the Fund and ultimately by its shareholders.   High portfolio turnover may result in the realization of substantial net capital gains.   To the extent short-term capital gains are realized, distributions attributable to such gains will be ordinary income for federal income tax purposes.


DISCLOSURE OF PORTFOLIO HOLDINGS



The Trust has adopted policies and procedures that govern the disclosure of each Fund’s portfolio holdings. These policies and procedures are designed to ensure that such disclosure is in the best interests of Fund shareholders.


No sooner than thirty days after the end of each month, each Fund will make available a complete schedule of its portfolio holdings as of the last day of the month.   Each Fund files with the SEC a Form N-CSR or a Form N-Q report for the period that includes the date as of which that list of portfolio holdings was current.   Each filing discloses the Fund’s portfolio holdings as of the end of the applicable quarter.  


Other than to rating agencies and service providers, as described below, a Fund does not selectively disclose its portfolio holdings to any person. In each case, a determination has been made that such advance disclosure is supported by a legitimate business purpose and that the recipient is subject to a duty to keep the information confidential.  

·

The Advisor.   Personnel of the Advisor, including personnel responsible for managing a Fund s portfolio, may have full daily access to the Fund’s portfolio holdings because that information is necessary in order for the Advisor to provide its management, administrative, and investment services to the Funds.   As required for purposes of analyzing the impact of existing and future market changes on the prices, availability, demand and liquidity of such securities, as well as for the assistance of portfolio managers in the trading of such securities, Advisor’s personnel may also release and discuss certain portfolio holdings with various broker/dealers.

·

Gemini Fund Services, LLC .   Gemini Fund Services, LLC is the transfer agent, fund accountant and administrator for the Funds; therefore, its personnel have full daily access to the Funds portfolio holdings since that information is necessary in order for them to provide the agreed-upon services for each Fund.

·

Custodian. US Bank, N.A. is the custodian for the Funds; therefore, its personnel and agents have full daily access to each Fund s portfolio holdings because that information is necessary in order for them to provide the agreed-upon services for each Fund.

·

Independent Registered Public Accountant. BBD, LLP is the independent registered public accounting firm for the Funds; therefore, its personnel and agents receive information regarding each Fund s portfolio holdings as needed with no time lag in order to provide the agreed upon services for each Fund.

·

Thompson Hine LLP.   Thompson Hine LLP is independent legal counsel to the Trust; therefore, its personnel and agents may receive information regarding each Fund s portfolio holdings as needed with no time lag to perform the agreed upon services.

·

Rating Agencies.   Morningstar, Lipper and other mutual fund rating agencies may also receive each Fund s full portfolio holdings, generally monthly on a 30-day lag basis with the understanding that such holdings may be posted or disseminated to the public by the rating agencies at any time.   


The Funds' Chief Compliance Officer, or such officer’s designee, may also grant exceptions to permit additional disclosure of Fund portfolio holdings information at differing times and with different lag times (the period from the date of the information to the date the information is made available) in instances where a Fund has legitimate business purposes for doing so, it is in the best interests of shareholders, and the recipients are subject to a duty of confidentiality, including a duty not to trade on the nonpublic information and are required to execute an agreement to that effect. The Board will be informed of any such disclosures at its next regularly scheduled meeting or as soon as is reasonably practicable thereafter.   In no event shall the Funds, the Advisor, or any other party receive any direct or indirect compensation in connection with the disclosure of information about the Funds' portfolio holdings.


There is no assurance that the Trust’s policies on disclosure of portfolio holdings will protect the Funds from the potential misuse of holdings information by individuals or firms in possession of that information.   


MANAGEMENT OF THE TRUST



Board Leadership Structure

The business of the Trust is managed under the direction of the Board in accordance with the Agreement and Declaration of Trust and the Trust's By-laws (the "Governing Documents"), which have been filed with the SEC and are available upon request. The Board consists of four individuals, three of whom are not "interested persons" (as defined under the 1940 Act) of the Trust and the Advisor ("Independent Trustees"). Pursuant to the Governing Documents of the Trust, the Trustees shall elect officers including a President, a Secretary, a Treasurer and a Chief Compliance Officer.   The Board retains the power to conduct, operate and carry on the business of the Trust and has the power to incur and pay any expenses, which, in the opinion of the Board, are necessary or incidental to carry out any of the Trust's purposes. The Trustees, officers, employees and agents of the Trust, when acting in such capacities, shall not be subject to any personal liability except for his or her own bad faith, willful misfeasance, gross negligence or reckless disregard of his or her duties.


The Trust is led by David J. Moore Chairman of the Board.   Under the Trust's Agreement and Declaration of Trust and By-Laws, the Chairman of the Board is responsible for (a) presiding at board meetings, (b) calling special meetings on an as-needed basis, (c) execution and administration of Trust policies including, generally, (i) setting the agendas for board meetings and (ii) providing information to board members in advance of each board meeting and between board meetings.   Generally, the Trust believes it best to have a Chairman of the Board, who also serves as an officer of the Advisor, who is seen by shareholders, business partners and other stakeholders as providing strong leadership.   The Trust believes that its Chairman, the independent chair of the Audit Committee, and, as an entity, the full Board of Trustees, provides effective leadership that is in the best interests of the Trust, its Funds and each shareholder.


Board Risk Oversight

The Board of Trustees is comprised of Mr. David J. Moore and three Independent Trustees with a standing independent Audit Committee with a separate chair.   The Board is responsible for overseeing risk management, and the full Board regularly engages in discussions of risk management and receives compliance reports that inform its oversight of risk management from its Chief Compliance Officer at quarterly meetings and on an ad hoc basis, when and if necessary.   The Audit Committee considers financial and reporting risk within its area of responsibilities.   Generally, the Board believes that its oversight of material risks is adequately maintained through the compliance-reporting chain where the Chief Compliance Officer is the primary recipient and communicator of such risk-related information.


Trustee Qualifications


Generally, the Trust believes that each Trustee is competent to serve because of their individual overall merits including: (i) experience, (ii) qualifications, (iii) attributes and (iv) skills.  Mr. Moore has extensive experience advising mutual funds as Chairman of the Advisor, and has had responsibility for the day-to-day investment management of various client portfolios for over 10 years, holds the Certified Financial Planner (CFP®) designation from Certified Financial Planner Board of Standards, Inc. and a Ph.D. in from Baylor University.  Mr. Donald T. Benson has a comprehensive business background shaped by his years of leadership of companies in the insurance and consulting arenas, and has significant board an audit committee experience with companies from a variety of industries, including insurance, technology, and information technology firms.  Mr. John M. Gering has extensive professional experience in benchmarking and evaluating organizational performance in the health care industry.  Dr. Ottis E. Mims has developed considerable leadership and problem-solving skills as a result of his experience as pastor, book author and executive officer a non-profit publishing enterprise.   The Trust does not believe any one factor is determinative in assessing a Trustee's qualifications, but that the collective experience of each Trustee makes them each highly qualified and well versed in the regulatory framework under which investment companies must operate.


Trustees and Officers


The Trustees and officers of the Trust, together with information as to their principal business occupations during the past five years and other information, are shown below.   Unless otherwise noted, the address of each Trustee and Officer is 17605 Wright Street, Suite 2, Omaha, Nebraska  68130 .


Independent Trustees


Name,
Address*
Age

Position(s) Held
with Registrant

Length of Service and Term

Principal Occupation(s)
During Past 5 Years

Number of Funds Overseen In The Fund Complex**

Other Directorships Held During Past 5 Years

Donald T. Benson

Year of Birth: 1943

Trustee

Since July 2012; Indefinite

Principal, Texas Tenn LLC (Consulting) (May 2008-present); CEO and President, Trisurant (Insurance Third Party Administrator) (May 2005 – June 2008)

17

None

John M. Gering

Year of Birth: 1950

Trustee

Since July 2012; Indefinite

Organizational Effectiveness Group Director, HCA, Inc. (Health Care Facility Operator) (October 2005-present)

17

None

Ottis E. Mims

Year of Birth: 1950

Trustee

Since July 2012; Indefinite

Senior Pastor, Judson Baptist Church (January 2006-present)

17

None

* The address of each Trustee and officer is c/o Gemini Fund Services, LLC, 17605 Wright Street, Suite 2, Omaha, Nebraska 68130

** The "Fund Complex" includes the following registered management investment companies in addition to the Trust: Mutual Fund Series Trust.  


Interested Trustee and Officers of the Trust

Name,
Address*
Age

Position(s) Held
with Registrant

Length of Service and Term

Principal Occupation(s)
During Past 5 Years

Number of Funds Overseen In The Fund Complex**

Other Directorships Held During Past 5 Years

David J. Moore (1)(2)

Year of Birth: 1952

Trustee

Since July 2012; Indefinite

Chairman, Compass EMP (Jan. 1996-present).

17

None

Stephen M. Hammers

Year of Birth: 1968

President

Since July 2012; Indefinite

Managing Partner, Co-Founder and Chief Investment Officer of Compass EMP (March 2003-present).

N/A

N/A

Robert W. Walker (2)

Year of Birth: 1967

Treasurer

Since July 2012; Indefinite

President, Compass EMP (March 2009-present); Independent Consultant (April 2008-March 2009); Senior Vice President and Partner, KPAC Solutions (Private Investment Company) (Nov. 2006 – April 2008).

N/A

N/A

Richard Gleason

Year of Birth: 1977

Assistant Treasurer

Since July 2012; Indefinite

Manager of Fund Administration, Gemini Fund Services, LLC (2008-present);

Senior Fund Administrator, Gemini Fund Services, LLC (2005-2008).

N/A

N/A

Pleshetta J. Loftin

Year of Birth: 1968

Secretary

Since July 2012; Indefinite

Chief Compliance Officer, Compass EMP (December 2011-present); Chief Compliance Officer / Registered Principal, FSC Securities (November 2007 – January 2012); Director of Compliance, BBVA Wealth Solutions, Inc. (March 1999 – December 2011)

N/A

N/A

James P. Ash

Year of Birth: 1976

Assistant Secretary

Since July 2012; Indefinite

Senior Vice President, Gemini Fund Services, LLC (2012-present); Vice President, Gemini Fund Services, LLC (2011 - 2012); Director of Legal Administration, Gemini Fund Services, LLC (2009 - 2011); Assistant Vice President of Legal Administration, Gemini Fund Services, LLC (2008 - 2011).

N/A

N/A

(1) Mr. Moore is deemed to be an interested Trustee because of his controlling ownership interest in the Trust’s investment adviser.


(2) Mr. Moore is Mr. Walker’s father-in-law.


Audit Committee .   The Board has an Audit Committee that consists solely of Trustees who are not "interested persons" of the Trust within the meaning of the 1940 Act. The Audit Committee's responsibilities include: (i) recommending to the Board the selection, retention or termination of the Trust's independent auditors; (ii) reviewing with the independent auditors the scope, performance and anticipated cost of their audit; (iii) discussing with the independent auditors certain matters relating to the Trust's financial statements, including any adjustment to such financial statements recommended by such independent auditors, or any other results of any audit; (iv) reviewing on a periodic basis a formal written statement from the independent auditors with respect to their independence, discussing with the independent auditors any relationships or services disclosed in the statement that may impact the objectivity and independence of the Trust's independent auditors and recommending that the Board take appropriate action in response thereto to satisfy itself of the auditor's independence; and (v) considering the comments of the independent auditors and management's responses thereto with respect to the quality and adequacy of the Trust's accounting and financial reporting policies and practices and internal controls.   The Audit Committee operates pursuant to an Audit Committee Charter.  Donald T. Benson is Chairman of the Audit Committee.   During the past fiscal year, the Audit Committee held one meeting .    


Compensation of Trustees .   The Trust pays each Independent Trustee $800 per Fund per year, as well as reimbursement for any reasonable expenses incurred attending Trust meetings, to be paid quarterly.   The Audit Committee Chairman receives an additional $2,000 per year.   In addition, the Chairman of the Board , if an Independent Trustee, receives an additional $2,000 per year.   No "interested persons" who serve as a Trustee of the Trust will receive any compensation for their services as Trustee. None of the executive officers receive compensation from the Trust. The table below details the amount of compensation the Trustees are estimated to receive from the Trust during its first fiscal year .   The Trust does not have a bonus, profit sharing, deferred compensation, pension or retirement plan.

 

Name and Position

Aggregate Compensation From Trust*

Total Compensation From Trust and Fund Complex** Paid to Trustees

Donald T. Benson

Trustee, Audit Committee Chairman

$15,600

$15,600

John M. Gering

Trustee

$13,600

$13,600

Ottis E. Mims

Trustee

$13,600

$13,600

David J. Moore

Trustee, Chairman of the Board

$0

$0

* Trustees' fees will be allocated ratably to each Fund in the Trust.

** The "Fund Complex" includes the following registered management investment companies in addition to the Trust: Mutual Fund Series Trust.  


Trustees' Ownership of Shares in the Funds .   As of December 31, 2011, the Trustees beneficially owned the following amounts in the Fund:

 

Name of Trustee

Dollar Range of Equity Securities in the Funds

Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies*

None

None

None

* The "Family of Investment Companies" includes the following registered management investment companies in addition to the Trust: Mutual Fund Series Trust.  


ORGANIZATION AND MANAGEMENT OF WHOLLY-OWNED SUBSIDIARIES



The Compass EMP Commodity Long/Short Strategies Fund, Compass EMP Commodity Strategies Volatility Weighted Fund and Compass EMP Managed Futures Strategy may each invest up to 25% of its net assets (measured at the time of investment) in a wholly-owned subsidiary (each a " Subsidiary ").   It is expected that each Subsidiary will invest primarily in futures contracts or in underlying funds that employ investment techniques related to the execution of the respective Fund's principal investment strategies.


Each Subsidiary is a company organized under the laws of the Cayman Islands, whose registered office is located at the offices of CEMPCLSSF Fund, Limited, CEMPCSVWF Fund Limited or CEMPMFSF Fund Limited (respectively) c/o Maples Corporate Services, Limited, PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman KY1-1104, Cayman Islands. Each Subsidiary's affairs are overseen by a board of directors consisting of the following directors:


Directors

 

Each Trustee also serves as a Director of each Subsidiary.


Each Subsidiary has entered into a separate contract with the Advisor for the management of the Subsidiary's portfolio , without compensation.   Each Subsidiary has also entered into arrangements with the Trust’s custodian to serve as the Subsidiary's custodian and with Gemini Fund Services, LLC to serve as the Subsidiary's transfer agent, fund accountant and administrator.   Each Subsidiary has adopted compliance policies and procedures that are substantially similar to the policies and procedures adopted by the Funds.   The Trust’s Chief Compliance Officer oversees implementation of each Subsidiary's policies and procedures, and makes periodic reports to the Trust’s Board regarding each Subsidiary's compliance with its policies and procedures.


The Subsidiaries pay no fee to the Advisor or Gemini Fund Services, LLC for their services.   Each Subsidiary will bear the fees and expenses incurred in connection with the custody services that it receives.   Each Fund expects that the expenses borne by its Subsidiary will not be material in relation to the value of the Fund's assets. It is also anticipated that the Fund's own expense will be reduced to some extent as a result of the payment of such expenses at the Subsidiary level. It is therefore expected that the Fund's investment in the Subsidiary will not result in the Fund paying duplicative fees for similar services provided to the Fund and Subsidiary.



CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES



A principal shareholder is any person who owns (either of record or beneficially) 5% or more of the outstanding shares of a Fund.   A control person is one who owns, either directly or indirectly more than 25% of the voting securities of a company or acknowledges the existence of control.   A shareholder owning of record or beneficially more than 25% of a Fund’s outstanding shares may be considered a controlling person. That shareholder’s vote could have more significant effect on matters presented at a shareholder’s meeting than votes of other shareholders.   As of the date of this SAI, Mr. Hammers and Mr. Moore, are each deemed to control the Compass EMP Ultra Short-Term Fixed Income Fund through their controlling interest in the Adviser, which owns all the shares of the Fund.  Indirectly, Mr. Moore and Mr. Hammers each beneficially own 35% of the Fund shares.  No other Fund has issued shares as of the date of this SAI .


As of the date of this SAI, the Trustees and officers as a group indirectly owned 70% of the outstanding shares of the Compass EMP Ultra Short-Term Fixed Income Fund.


INVESTMENT ADVISOR



The Investment Advisor of the Funds is Compass Efficient Model Portfolios, LLC, also known as Compass EMP (the " Advisor "), 213 Overlook Circle, Suite A-1 Brentwood, TN 37027.   Subject to the authority of the Board of Trustees, the Advisor is responsible for the overall management of each Fund's investment portfolio, directly or through a sub-adviser.   The Advisor was formed in 1996 and has approximately $865 million in assets under advisement or management for individuals, institutions and financial advisors across the country. The Advisor is deemed to be controlled by Stephen Hammers and David Moore because each owns more than 25% of the interests in the Advisor .


A Management Agreement provides that the Advisor will provide each Fund with investment advice and supervision and will continuously furnish an investment program for each Fund consistent with the investment objectives and policies of the Fund. The Advisor is responsible for the payment of the salaries and expenses of all of its personnel, office rent and the expenses of providing investment advisory and related clerical expenses.


For its services under the Management Agreement, the Advisor is paid a monthly management fee at the annual rate disclosed in the Fund’s Prospectus based on the average daily net assets of the Fund.   Additionally, the Advisor has contractually agreed to waive fees and/or reimburse Fund expenses, but only to the extent necessary to maintain each Fund’s total annual operating expenses (exclusive of any taxes, interest expense, brokerage commissions, expenses incurred in connection with any merger or reorganization, acquired fund fees and expenses, 12b-1 fees, or extraordinary expenses such as litigation, and inclusive of organizational costs incurred prior to the commencement of operations) at the amounts disclosed in the Fund’s Prospectus through the later of one year from the effective date of the Trust or October 31, 2013.   Each waiver or reimbursement by the Advisor is subject to repayment by a Fund within the three fiscal years following the fiscal year in which that particular expense is incurred, if the Fund is able to make the repayment without exceeding the expense limitation in effect at the time of the waiver and the repayment is approved by the Board of Trustees.   A discussion regarding the basis for the Board of Trustees' approval of the advisory agreement will be available in each Fund’s first annual or semi-annual shareholder report.  


Except for the expenses described above that have been assumed by the Advisor, all expenses incurred in administration of the Funds will be charged to a particular Fund, including investment management fees; fees and expenses of the Board of Trustees; interest charges; taxes; brokerage commissions; expenses of valuing assets; expenses of continuing registration and qualification of the Funds and the shares under federal and state law; share issuance expenses; fees and disbursements of independent accountants and legal counsel; fees and expenses of custodians, including sub-custodians and securities depositories, transfer agents and shareholder account servicing organizations; expenses of preparing, printing and mailing prospectuses, reports, proxies, notices and statements sent to shareholders; expenses of shareholder meetings; costs of investing in underlying funds; and insurance premiums. The Funds are also liable for nonrecurring expenses, including litigation to which they may from time to time be a party. Expenses incurred for the operation of a particular Fund, including the expenses of communications with its shareholders, are paid by that Fund.


The Management Agreement with the Funds continues in effect for an initial two year term and then from year to year as long as its continuation is approved at least annually by the Board of Trustees, including a majority of the Trustees who are not " interested persons ," or by the shareholders of the applicable Fund.   The Management Agreement may be terminated at any time upon 60 days’ written notice by the relevant Fund or by a majority vote of the outstanding shares or 90 days’ written notice by the Advisor and will terminate automatically upon assignment.


The Management Agreement provides that the Advisor shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the performance of its duties, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith, or gross negligence on the part of the advisor in the performance of its duties, or from reckless disregard of its duties and obligations thereunder.


PORTFOLIO MANAGERS

 

As described in the Prospectus, the Portfolio Managers listed below are responsible for the management of one or more Funds and, as of [     ], 2012, the other accounts set forth in the following tables.  

 


STEPHEN

HAMMERS

Number of Accounts by Account Type

Total Assets By Account Type

Number of Accounts by Type  
Subject to a Performance Fee

Total Assets By Account Type Subject to a Performance Fee

Registered Investment Companies

[3]

$[390] million

none

$0

Other Pooled Investment Vehicles

none

$0

none

$0

Other Accounts

[638]

$[474] million

none

$0


Mr. Hammers’ compensation from the Advisor is based on a salary plus a share of the net income of the Advisor, if any.


DAVID

MOORE

Number of Accounts by Account Type

Total Assets By Account Type

Number of Accounts by Type  
Subject to a Performance Fee

Total Assets By Account Type Subject to a Performance Fee

Registered Investment Companies

[   ]

$[    ]

none

$0

Other Pooled Investment Vehicles

none

$0

none

$0

Other Accounts

[  ]

$[   ]

none

$0


Mr. Moore’s compensation from the Advisor is a salary plus a share of the net income of the Advisor, if any.  


DAVID
HALLUM

Number of Accounts by Account Type

Total Assets By Account Type

Number of Accounts by Type  
Subject to a Performance Fee

Total Assets By Account Type Subject to a Performance Fee

Registered Investment Companies

[  ]

$[   ]

none

$0

Other Pooled Investment Vehicles

none

$0

none

$0

Other Accounts

[  ]

$[   ]

none

$0


Mr. Hallum’s compensation from the Advisor is a salary.


 

DAN
BANASZAK

Number of Accounts by Account Type

Total Assets By Account Type

Number of Accounts by Type  
Subject to a Performance Fee

Total Assets By Account Type Subject to a Performance Fee

Registered Investment Companies

[  ]

$[   ]

none

$0

Other Pooled Investment Vehicles

none

$0

none

$0

Other Accounts

[   ]

$[    ]

none

$0


Mr. Banaszak’s compensation from the Advisor is a salary.


ROB
BATEMAN

Number of Accounts by Account Type

Total Assets By Account Type

Number of Accounts by Type  
Subject to a Performance Fee

Total Assets By Account Type Subject to a Performance Fee

Registered Investment Companies

[   ]

$[    ]

none

$0

Other Pooled Investment Vehicles

none

$0

none

$0

Other Accounts

[   ]

$[    ]

none

$0


Mr. Bateman’s compensation from the Advisor is a salary.


WILLIAM
WEBB

WILLIAM
WEBB

Number of Accounts by Account Type

Total Assets By Account Type

Number of Accounts by Type  
Subject to a Performance Fee

Total Assets By Account Type Subject to a Performance Fee

Registered Investment Companies

[   ]

$[    ]

none

$0

Other Pooled Investment Vehicles

none

$0

none

$0

Other Accounts

[   ]

$[    ]

none

$0

 

 

Mr. Webb’s compensation from the Advisor is a salary.


Ownership of Securities


As of the date of this SAI, Mr. Hammers and Mr. Moore each beneficially owned $10,001-$50,000 worth of shares of Compass EMP Ultra Short-Term Fixed Income Fund.  No other portfolio managers owned Fund shares .


Conflicts of Interest


In general, when a Portfolio Manager has responsibility for managing more than one account, potential conflicts of interest may arise. Those conflicts could include preferential treatment of one account over others in terms of allocation of resources or of investment opportunities. For instance, the Advisor or a Sub-Advisor , if any, may receive fees from certain accounts that are higher than the fee it receives from the Fund, or it could receive a performance-based fee on certain accounts. The procedures to address conflicts of interest, if any, are described below for the Portfolio Managers.


The Advisor attempts to avoid conflicts of interest that may arise as a result of the management of multiple client accounts. From time to time, the Advisor may recommend or cause a client to invest in a security in which another client of the Advisor has an ownership position.   The Advisor has adopted certain procedures intended to treat all client accounts in a fair and equitable manner.   To the extent that the Advisor seeks to purchase or sell the same security for multiple client accounts, the Advisor may aggregate, or bunch, these orders where it deems this to be appropriate and consistent with applicable regulatory requirements.   When a bunched order is filled in its entirety, each participating client account will participate at the average share prices for the bunched order.   When a bunched order is only partially filled, the securities purchased will be allocated on a pro-rata basis to each account participating in the bunched order based upon the initial amount requested for the account, subject to certain exceptions.   Each participating account will receive the average share price for the bunched order on the same business day.


ADMINISTRATION, FUND ACCOUNTING AND TRANSFER AGENT SERVICES



Gemini Fund Services, LLC ("GFS"), which has its principal office at 450 Wireless Blvd., Hauppauge, New York 11788, serves as administrator, fund accountant and transfer agent for the Funds pursuant to a Fund Services Agreement (the "Agreement") with the Funds and subject to the supervision of the Board.   GFS is primarily in the business of providing administrative, fund accounting and transfer agent services to retail and institutional mutual funds. GFS is an affiliate of the Distributor. GFS may also provide persons to serve as officers of the Fund. Such officers may be directors, officers or employees of GFS or its affiliates.


The Agreement became effective on [___ _], 2012 and will remain in effect for two years from the applicable effective date for the Funds, and will continue in effect for successive twelve-month periods provided that such continuance is specifically approved at least annually by a majority of the Board.   The Agreement is terminable by the Board or GFS on 90 days' written notice and may be assigned by either party, provided that the Trust may not assign this agreement without the prior written consent of GFS. The Agreement provides that GFS shall be without liability for any action reasonably taken or omitted pursuant to the Agreement.


Under the Agreement, GFS performs administrative services, including:   (1) monitor the performance of administrative and professional services rendered to the Trust by others service providers; (2) monitor Fund holdings and operations for post-trade compliance with the Fund's registration statement and applicable laws and rules; (3) prepare and coordinate the printing of semi-annual and annual financial statements; (4) prepare selected management reports for performance and compliance analyses; (5) prepare and disseminate materials for and attend and participate in meetings of the Board; (6) determine income and capital gains available for distribution and calculate distributions required to meet regulatory, income, and excise tax requirements; (7) review the Trust's federal, state, and local tax returns as prepared and signed by the Trust's independent public accountants; (8) prepare and maintain the Trust's operating expense budget to determine proper expense accruals to be charged to each Fund to calculate its daily net asset value; (9) assist in and monitor the preparation, filing, printing and where applicable, dissemination to shareholders of amendments to the Trust's Registration Statement on Form N-1A, periodic reports to the Trustees, shareholders and the SEC, notices pursuant to Rule 24f-2, proxy materials and reports to the SEC on Forms N-SAR, N-CSR, N-Q and N-PX; (10) coordinate the Trust's audits and examinations by assisting each Fund's independent public accountants; (11) determine, in consultation with others, the jurisdictions in which shares of the Trust shall be registered or qualified for sale and facilitate such registration or qualification; (12) monitor sales of shares and ensure that the shares are properly and duly registered with the SEC; (13) monitor the calculation of performance data for the Fund; (14) prepare, or cause to be prepared, expense and financial reports; (15) prepare authorization for the payment of Trust expenses and pay, from Trust assets, all bills of the Trust; (16) provide information typically supplied in the investment company industry to companies that track or report price, performance or other information with respect to investment companies; (17) upon request, assist each Fund in the evaluation and selection of other service providers, such as independent public accountants, printers, EDGAR providers and proxy solicitors (such parties may be affiliates of GFS); and (18) perform other services, recordkeeping and assistance relating to the affairs of the Trust as the Trust may, from time to time, reasonably request.


For the administrative services rendered to the Funds by GFS, each Fund pays GFS a fee equal to [     ]. The Fund also pays GFS for any out-of-pocket expenses.


GFS also provides the Funds with accounting services, including: (i) daily computation of net asset value; (ii) maintenance of security ledgers and books and records as required by the 1940 Act; (iii) production of the Fund's listing of portfolio securities and general ledger reports; (iv) reconciliation of accounting records; (v) calculation of yield and total return for the Fund; (vi) maintaining certain books and records described in Rule 31a-1 under the 1940 Act, and reconciling account information and balances among the Fund's custodian and Adviser; and (vii) monitoring and evaluating daily income and expense accruals, and sales and redemptions of shares of the Fund.


For the fund accounting services rendered to the Funds under the Agreement, each Fund pays GFS an annual fee of [   ]. The Fund also pays GFS for any out-of-pocket expenses.  


GFS also acts as transfer, dividend disbursing, and shareholder servicing agent for the Fund pursuant to the Agreement. Under the agreement, GFS is responsible for administering and performing transfer agent functions, dividend distribution, shareholder administration, and maintaining necessary records in accordance with applicable rules and regulations.


For such services rendered to the Funds under the Agreement, each Fund pays GFS a fee equal to [     ]. The Fund also pays GFS for any out-of-pocket expenses.  


CUSTODIAN



US Bank, N.A., (the "Custodian"), 1555 N. Rivercenter Dr., Milwaukee, WI  53212, serves as the custodian of each Fund's assets pursuant to a custody agreement (the "Custody Agreement") by and between the Custodian and the Trust on behalf of the Funds.   The Custodian's responsibilities include safeguarding and controlling each Fund's cash and securities, handling the receipt and delivery of securities, and collecting interest and dividends on the Fund's investments. Pursuant to the Custody Agreement, the Custodian also maintains original entry documents and books of record and general ledgers; posts cash receipts and disbursements; and records purchases and sales based upon communications from the Adviser. Each Fund may employ foreign sub-custodians that are approved by the Board to hold foreign assets.  


DISTRIBUTOR



Northern Lights Distributors, LLC, located at 17605 Wright Street, Omaha, Nebraska 68130 (the "Distributor") serves as the principal underwriter and national distributor for the shares of the Trust pursuant to an underwriting agreement with the Trust (the "Underwriting Agreement"). The Distributor is registered as a broker-dealer under the Securities Exchange Act of 1934 and each state's securities laws and is a member of FINRA. The offering of the Fund's shares are continuous. The Underwriting Agreement provides that the Distributor, as agent in connection with the distribution of Fund shares, will use its best efforts to distribute the Fund's shares.


The Underwriting Agreement provides that, unless sooner terminated, it will continue in effect for two years initially and thereafter shall continue from year to year, subject to annual approval by (a) the Board or a vote of a majority of the outstanding shares, and (b) by a majority of the Trustees who are not interested persons of the Trust or of the Distributor by vote cast in person at a meeting called for the purpose of voting on such approval.


The Underwriting Agreement may be terminated by the Fund at any time, without the payment of any penalty, by vote of a majority of the entire Board of the Trust or by vote of a majority of the outstanding shares of the Fund on 60 days’ written notice to the Distributor, or by the Distributor at any time, without the payment of any penalty, on 60 days’ written notice to the Fund. The Underwriting Agreement will automatically terminate in the event of its assignment.


Rule 12b-1 Plan


The Trust has adopted a Distribution Plan and Agreement pursuant to Rule 12b-1 under the 1940 Act (the "Plan") pursuant to which the Fund is authorized to pay the Distributor, as compensation for Distributor's account maintenance services under this Plan, a distribution and shareholder servicing fee at the rate of up to 0.25% for Class A shares, up to 0.50% for Class T shares and up to 1.00% for Class C shares of the Fund's average daily net assets attributable to the relevant class. Such fees are to be paid by the Fund monthly, or at such other intervals as the Board shall determine. Such fees shall be based upon the Fund's average daily net assets during the preceding month, and shall be calculated and accrued daily. The Fund may pay fees to the Distributor at a lesser rate, as agreed upon by the Board of Trustees of the Trust and the Distributor. The Rule 12b-1 Plan authorizes payments to the Distributor as compensation for providing account maintenance services to Fund shareholders, including arranging for certain securities dealers or brokers, administrators and others ("Recipients") to provide these services and paying compensation for these services. The Fund will bear its own costs of distribution with respect to its shares. The Distributor or other entities also receive the proceeds and contingent deferred sales charges imposed on certain redemptions of shares, which are separate and apart from payments made pursuant to the Plan.


The services to be provided by Recipients may include, but are not limited to, the following: assistance in the offering and sale of Fund shares and in other aspects of the marketing of the shares to clients or prospective clients of the respective recipients; answering routine inquiries concerning the Fund; assisting in the establishment and maintenance of accounts or sub-accounts in the Fund and in processing purchase and redemption transactions; making the Fund's investment plan and shareholder services available; and providing such other information and services to investors in shares of the Fund as the Distributor or the Trust, on behalf of the Fund, may reasonably request. The distribution services shall also include any advertising and marketing services provided by or arranged by the Distributor with respect to the Fund.


The Distributor is required to provide a written report, at least quarterly to the Board of Trustees of the Trust, specifying in reasonable detail the amounts expended pursuant to the Rule 12b-1 Plan and the purposes for which such expenditures were made. Further, the Distributor will inform the Board of any Rule 12b-1 fees to be paid by the Distributor to Recipients. From time to time, the Advisor or Distributor, at its expense, may provide additional compensation to dealers that sell or arrange for the sale of shares of a Fund.   Such compensation provided by the Advisor or Distributor may include financial assistance to dealers that enable the Advisor or Distributor to participate in and/or present at conferences or seminars, sales or training programs for invited registered representatives and other employees, client and investor events and other dealer-sponsored events.   Other compensation may be offered to the extent not prohibited by state laws or any self-regulatory agency, such as FINRA.   The Advisor and Distributor make payments for events they deem appropriate, subject to applicable law.   These payments may vary depending upon the nature of the event.


The Rule 12b-1 Plan may not be amended to increase materially the amount of the Distributor's compensation to be paid by the Fund, unless such amendment is approved by the vote of a majority of the outstanding voting securities of the affected class of the Fund (as defined in the 1940 Act). All material amendments must be approved by a majority of the Board of Trustees of the Trust and a majority of the Rule 12b- 1 Trustees by votes cast in person at a meeting called for the purpose of voting on a Rule 12b-1 Plan. During the term of the Rule 12b-1 Plan, the selection and nomination of non-interested Trustees of the Trust will be committed to the discretion of current non-interested Trustees. The Distributor will preserve copies of the Rule 12b-1 Plan, any related agreements, and all reports, for a period of not less than six years from the date of such document and for at least the first two years in an easily accessible place.


Any agreement related to the Rule 12b-1 Plan will be in writing and provide that: (a) it may be terminated by the Trust or the applicable Fund at any time upon sixty days' written notice, without the payment of any penalty, by vote of a majority of the respective Rule 12b-1 Trustees, or by vote of a majority of the outstanding voting securities of the Trust or the Fund; (b) it will automatically terminate in the event of its assignment (as defined in the 1940 Act); and (c) it will continue in effect for a period of more than one year from the date of its execution or adoption only so long as such continuance is specifically approved at least annually by a majority of the Board and a majority of the Rule 12b-1 Trustees by votes cast in person at a meeting called for the purpose of voting on such agreement.


CODES OF ETHICS



The Trust, the Advisor and the Distributor, have each adopted codes of ethics, as required by Rule 17j-1 under the Investment Company Act of 1940.   These codes of ethics do not prohibit personnel subject to the codes from trading for their personal accounts, but do impose certain restrictions on such trading.   In that regard, Fund portfolio managers and other investment personnel must pre-clear and report their personal securities transactions and holdings, which are reviewed for compliance with the Code. Fund portfolio managers and other investment personnel who comply with the Code's pre-clearance and disclosure procedures may be permitted to purchase, sell or hold securities which also may be or are held in a Fund they manage or for which they otherwise provide investment advice.  



PROXY VOTING POLICIES AND PROCEDURES



The Board of Trustees of the Trust has delegated responsibilities for decisions regarding proxy voting for securities held by each Fund to the Fund's Advisor.   The Advisor will vote such proxies in accordance with its proxy voting policies and procedures.   The Advisor's proxy voting policies and procedures are attached as Appendix B to this SAI.


The actual voting records relating to portfolio securities for each Fund during the most recent 12-month period ended June 30 is available without charge, upon request by calling toll-free, (888) 944-4367 or by accessing the SEC's website at www.sec.gov.   In addition, a copy of the proxy voting (888) 944-4367 and will be sent within three business days of receipt of a request.  


BROKERAGE ALLOCATION AND OTHER PRACTICES



Subject to the general supervision of the Board of Trustees of the Trust, the Advisor is responsible for making decisions with respect to the purchase and sale of portfolio securities on behalf of the Funds. The Advisor is also responsible for the implementation of those decisions, including the selection of broker/dealers to effect portfolio transactions, the negotiation of commissions, and the allocation of principal business and portfolio brokerage.


In purchasing and selling each Fund’s portfolio securities, it is the Advisor’s policy to obtain quality execution at the most favorable prices through responsible broker/dealers and, in the case of agency transactions, at competitive commission rates where such rates are negotiable. However, under certain conditions, a Fund may pay higher brokerage commissions in return for brokerage and research services. In selecting broker/dealers to execute a Fund’s portfolio transactions, consideration is given to such factors as the price of the security, the rate of the commission, the size and difficulty of the order, the reliability, integrity, financial condition, general execution and operational capabilities of competing brokers and dealers, their expertise in particular markets and the brokerage and research services they provide to the Advisor or the Funds. It is not the policy of the Advisor to seek the lowest available commission rate where it is believed that a broker or dealer charging a higher commission rate would offer greater reliability or provide better price or execution.  


Transactions on stock exchanges involve the payment of brokerage commissions. In transactions on stock exchanges in the United States, these commissions are negotiated. Traditionally, commission rates have generally not been negotiated on stock markets outside the United States. In recent years, however, an increasing number of overseas stock markets have adopted a system of negotiated rates, although a number of markets continue to be subject to an established schedule of minimum commission rates. It is expected that equity securities will ordinarily be purchased in the primary markets, whether over-the-counter or listed, and that listed securities may be purchased in the over-the-counter market if such market is deemed the primary market. In the case of securities traded on the over-the-counter markets, there is generally no stated commission, but the price usually includes an undisclosed commission or markup. In underwritten offerings, the price includes a disclosed, fixed commission or discount.


For fixed income securities, it is expected that purchases and sales will ordinarily be transacted with the issuer, the issuer’s underwriter, or with a primary market maker acting as principal on a net basis, with no brokerage commission being paid by the Funds. However, the price of the securities generally includes compensation, which is not disclosed separately. Transactions placed through dealers who are serving as primary market makers reflect the spread between the bid and asked prices.


With respect to equity and fixed income securities, the Advisor may effect principal transactions on behalf of the Funds with a broker or dealer who furnishes brokerage and/or research services, designate any such broker or dealer to receive selling concessions, discounts or other allowances or otherwise deal with any such broker or dealer in connection with the acquisition of securities in underwritings. The prices the Funds pay to underwriters of newly-issued securities usually include a concession paid by the issuer to the underwriter. The Advisor may receive research services in connection with brokerage transactions, including designations in fixed price offerings.


The Advisor receives a wide range of research services from brokers and dealers covering investment opportunities throughout the world, including information on the economies, industries, groups of securities, individual companies, statistics, political developments, technical market action, pricing and appraisal services, and performance analyses of all the countries in which a Fund’s portfolio is likely to be invested. The Advisor cannot readily determine the extent to which commissions charged by brokers reflect the value of their research services, but brokers occasionally suggest a level of business they would like to receive in return for the brokerage and research services they provide. To the extent that research services of value are provided by brokers, the Advisor may be relieved of expenses, which it might otherwise bear. In some cases, research services are generated by third parties but are provided to the Advisor by or through brokers.


Certain broker/dealers, which provide quality execution services, also furnish research services to the Advisor. The Advisor has adopted brokerage allocation policies embodying the concepts of Section 28(e) of the Securities Exchange Act of 1934, which permits an investment adviser to cause its clients to pay a broker which furnishes brokerage or research services a higher commission than that which might be charged by another broker which does not furnish brokerage or research services, or which furnishes brokerage or research services deemed to be of lesser value, if such commission is deemed reasonable in relation to the brokerage and research services provided by the broker, viewed in terms of either that particular transaction or the overall responsibilities of the Advisor with respect to the accounts as to which it exercises investment discretion. Accordingly, the Advisor may assess the reasonableness of commissions in light of the total brokerage and research services provided by each particular broker.


Portfolio securities will not be purchased from or sold to the Adviser, or the Distributor, or any affiliated person of any of them acting as principal, except to the extent permitted by rule or order of the SEC.


ANTI-MONEY LAUNDERING PROGRAM



The Trust has established an Anti-Money Laundering Compliance Program (the "Program") as required by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 ("USA PATRIOT Act"). To ensure compliance with this law, the Trust's Program provides for the development of internal practices, procedures and controls, designation of anti-money laundering compliance officers, an ongoing training program and an independent audit function to determine the effectiveness of the Program. The Trust's secretary serves as its Anti-Money Laundering Compliance Officer.

 

Procedures to implement the Program include, but are not limited to, determining that the Fund's Distributor and Transfer Agent have established proper anti-money laundering procedures, reporting suspicious and/or fraudulent activity and a providing a complete and thorough review of all new opening account applications. The Trust will not transact business with any person or entity whose identity cannot be adequately verified under the provisions of the USA PATRIOT Act.


As a result of the Program, the Trust may be required to "freeze" the account of a shareholder if the shareholder appears to be involved in suspicious activity or if certain account information matches information on government lists of known terrorists or other suspicious persons, or the Trust may be required to transfer the account or proceeds of the account to a governmental agency.


DETERMINATION OF NET ASSET VALUE



The net asset value per share for each class of shares of each Fund is determined each day the New York Stock Exchange (" NYSE ") is open, as of the close of the regular trading session of the NYSE that day (currently 4:00 p.m. Eastern Time), by dividing the value of a Fund’s net assets by the number of its shares outstanding. The NYSE is open Monday through Friday except on the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.


In determining each Fund’s NAV per share, equity securities for which market quotations are readily available are valued at current market value using the last reported sales price. NASDAQ traded securities are valued using the NASDAQ official closing price (" NOCP ").   If no sale price is reported, the last bid price is used. If market quotations are not readily available, then securities are valued at fair value as determined by the Board (or its delegate). U.S. government and agency securities are valued at the mean between the most recent bid and asked prices. Short-term debt instruments with a remaining maturity of more than 60 days, intermediate and long-term bonds, convertible bonds, and other debt securities are generally valued on the basis of dealer supplied quotations or by pricing system selected by the Adviser and approved by the Board of Trustees of the Trust. Where such prices are not available, valuations will be obtained from brokers who are market makers for such securities. However, in circumstances where the Adviser deems it appropriate to do so, the mean of the bid and asked prices for over- the-counter securities or the last available sale price for exchange-traded debt securities may be used. Where no last sale price for exchange traded debt securities is available, the mean of the bid and asked prices may be used. Short-term debt securities with a remaining maturity of 60 days or less are amortized to maturity, provided such valuations represent par value.


Puts and calls are valued at the last sales price therefore, or, if there are no transactions, at the last reported sales price that is within the spread between the closing bid and asked prices on the valuation date. Futures are valued based on their daily settlement value. When a Fund writes a call, an amount equal to the premium received is included in the Fund’s Statement of Assets and Liabilities as an asset, and an equivalent deferred credit is included in the liability section. The deferred credit is adjusted (" marked-to-market ") to reflect the current market value of the call. If a call written by a Fund is exercised, the proceeds on the sale of the underlying securities are increased by the premium received. If a call or put written by a Fund expires on its stipulated expiration date or if a Fund enters into a closing transaction, it will realize a gain or loss depending on whether the premium was more or less than the transaction costs, without regard to unrealized appreciation or depreciation on the underlying securities. If a put held by a Fund is exercised by it, the amount the Fund receives on its sale of the underlying investment is reduced by the amount of the premium paid by the Fund.


Options are valued at the last reported sale price at the close of the exchange on which the security is primarily traded. If no sales are reported for the exchange-traded options, or the options are not exchange-traded, then they are valued at the mean of them most recent quoted bid and asked price. Futures contracts are valued at the daily quoted settlement prices.


Other securities and assets for which market quotations are not readily available or for which valuation cannot be provided are valued as determined in good faith in accordance with procedures approved by the Board of Trustees of the Trust.


Trading in securities on Far Eastern securities exchanges and over-the-counter markets is normally completed well before the close of business on each business day in New York (i.e., a day on which the NYSE is open). In addition, Far Eastern securities trading generally or in a particular country or countries may not take place on all business days in New York. Furthermore, trading takes place in Japanese markets on certain Saturdays in various foreign markets on days, which are not business days in New York, and on which a Fund’s net asset value is not calculated. Each Fund calculates net asset value per share, and therefore effects sales, redemptions and repurchases of its shares, as of the close of regular trading on the NYSE once on each day on which the NYSE is open. Such calculation may not take place contemporaneously with the determination of the prices of the majority of the portfolio securities used in such calculation. If events that may materially affect the value of such securities occur between the time when their price is determined and the time when the Fund’s net asset value is calculated, such securities may be valued at fair value as determined in good faith in accordance with procedures approved by the Board of Trustees of the Trust.



PURCHASE AND REDEMPTION OF SHARES



Fund shares may be purchased from investment dealers who have sales agreements with a Fund’s Distributor or from the Distributor directly.   As described in the Prospectus, the Funds provide you with alternative ways of purchasing Fund shares based upon your individual investment needs and preferences by offering Class A, Class T, Class C and Class I shares as described below.


Class A Shares


You may purchase Class A shares at a public offering price equal to the applicable net asset value per share plus an up-front sales charge imposed at the time of purchase as set forth in the Prospectus. Set forth below is an example of the method of computing the offering price of the Class A shares of the Funds.   The example assumes a purchase of Class A shares aggregating less than $50,000 subject to the schedule of sales charges set forth in the Prospectus at a price based upon the net asset value of the Class A shares.


All Funds (Except Compass EMP Ultra Short-Term Fixed Income Fund)

 

All Funds (Except Compass EMP Ultra Short-Term Fixed Income Fund)

 

Net Asset Value per share

$10.00

Per Share Sales Charge—5.75% of public offering price
(6.10% of net asset value per share) for each Fund

$0.61

Per Share Offering Price to the Public

$10.61


Compass EMP Ultra Short-Term Fixed Income Fund

 

Net Asset Value per share

$10.00

Per Share Sales Charge—1.00% of public offering price
(1.01% of net asset value per share) for each Fund

$0.10

Per Share Offering Price to the Public

$10.10


Class T Shares


You may purchase Class T shares at a public offering price equal to the applicable net asset value per share plus an up-front sales charge imposed at the time of purchase as set forth in the Prospectus. Set forth below is an example of the method of computing the offering price of the Class T shares of the Funds.   The example assumes a purchase of Class T shares aggregating less than $50,000 subject to the schedule of sales charges set forth in the Prospectus at a price based upon the net asset value of the Class T shares.


All Funds (Except Compass EMP Ultra Short-Term Fixed Income Fund)

 

Net Asset Value per share

$10.00

Per Share Sales Charge—3.50% of public offering price
(3.63% of net asset value per share) for each Fund

$0.36

Per Share Offering Price to the Public

$10.36


Class A and Class T Shares may be purchased at the public offering price through any securities dealer having a sales agreement with the Distributor.   Shares may also be purchased through banks and certain other financial institutions that have agency agreements with the Distributor.   These financial institutions will receive transaction fees that are the same as the commissions to dealers and may charge their customers service fees relating to investments in a Fund.   Purchase requests should be addressed to the dealer or agent from which the Prospectus was received which has a sales agreement with the Distributor.   Such dealer or agent may place a telephone order with the Distributor for the purchase of Fund shares.   It is a dealer’s or broker’s responsibility to promptly forward payment and registration instructions (or completed applications) to the Transfer Agent for shares being purchased in order for investors to receive the next determined net asset value (or public offering price).   Reference should be made to the wire order to ensure proper settlement of the trade.   Payment for redemptions of shares purchased by telephone normally will be processed within three business days.  


Reduction of Up-Front Sales Charge on Class A and Class T Shares

Letters of Intent


An investor may qualify for a reduced sales charge on Class A and Class T shares immediately by stating his or her intention to invest in Class A or Class T shares of one or more of the Funds, during a 13 - month period, an amount that would qualify for a reduced sales charge shown in the Funds’ Prospectus under " How to Buy Shares — Class A and Class T Shares " and by signing a non-binding Letter of Intent, which may be signed at any time within 90 days after the first investment to be included under the Letter of Intent.   After signing the Letter of Intent, each investment in Class A or Class T shares made by an investor will be entitled to the sales charge applicable to the total investment indicated in the Letter of Intent.   If an investor does not complete the purchases under the Letter of Intent within the 13-month period, the sales charge will be adjusted upward, corresponding to the amount actually purchased.   When an investor signs a Letter of Intent, Class A or Class T shares of a Fund with a value of up to 5% of the amount specified in the Letter of Intent will be restricted.   If the total purchases of Class A or Class T shares made by an investor under the Letter of Intent, less redemptions, prior to the expiration of the 13 - month period equals or exceeds the amount specified in the Letter of Intent, the restriction on the shares will be removed.   In addition, if the total purchases of Class A or Class T shares exceed the amount specified and qualify for a further quantity discount, the Distributor will make a retroactive price adjustment and will apply the adjustment to purchase additional Class A or Class T shares at the then current applicable offering price.   If an investor does not complete purchases under a Letter of Intent, the sales charge is adjusted upward, and, if after written notice to the investor, he or she does not pay the increased sales charge, sufficient Class A or Class T restricted shares will be redeemed at the current net asset value to pay such charge.

Rights of Accumulation


A right of accumulation ("ROA") permits an investor to aggregate shares owned by the investor, his spouse, children and grandchildren under 21 (cumulatively, the "Investor") in some or all Funds in the Trust to reach a breakpoint discount.   This includes accounts held with other financial institutions and accounts established for a single trust estate or single fiduciary account, including a qualified retirement plan such as an IRA, 401(k) or 403(b) plan (some restrictions may apply).   The value of shares eligible for a cumulative quantity discount equals the cumulative cost of the shares purchased (not including reinvested dividends) or the current account market value; whichever is greater.   The current market value of the shares is determined by multiplying the number of shares by the previous day’s net asset value.


(a)

Investor's current purchase of Class A or Class T shares in the Fund; and


(b)

The net asset value (at the close of business on the previous day) of the Class A or Class T shares of the Fund held by Investor.


For example, if Investor owned Class A or Class T shares worth $40,000 at the current net asset value and purchased an additional $10,000 of Class A or Class T shares, the sales charge for the $10,000 purchase would be at the rate applicable to a single $50,000 purchase.


To qualify for a ROA on a purchase of Class A or Class T shares through a broker-dealer, when each purchase is made, the individual investor or the broker-dealer must provide the respective Fund with sufficient information to verify that the purchase qualifies for the discount.


WAIVERS OF UP-FRONT SALES CHARGE ON CLASS A AND CLASS T SHARES


The Prospectus describes the classes of persons that may purchase shares without an up-front sales charge.   The elimination of the up - front sales charge for purchases by certain classes of persons is provided because of anticipated economies of scale and sales related efforts.


To qualify for a waiver of the up-front sales charge on a purchase of Class A or Class T shares through a broker-dealer, when each purchase is made, the individual investor or the broker-dealer must provide the respective Fund with sufficient information to verify that the purchase qualifies for the discount.


The Funds make available, free of charge, more information about sales charge reductions and waivers through the prospectus or through your financial advisor.  


EXCHANGE PRIVILEGE


As described in the Funds’ Prospectus under " How To Redeem Shares—Exchange Privilege ," each Fund offers an exchange privilege pursuant to which a shareholder in a Fund may exchange some or all of his shares in the other fund, in the same class shares at net asset value.   The exchange privilege may be changed or discontinued upon 60 days’ written notice to shareholders and is available only to shareholders where such exchanges may be legally made.   A shareholder considering an exchange should obtain and read the prospectus of that Fund and consider the differences between it and the Fund whose shares he owns before making an exchange.   For further information on how to exercise the exchange privilege, contact the Transfer Agent.


NET ASSET VALUE


For each Fund, net asset value ("NAV") per share is determined by dividing the total value of that Fund's assets, less any liabilities, by the number of shares of that Fund outstanding.


The net asset value per share of each Fund is determined by the Administrator as of the close of regular trading on the New York Stock Exchange (normally 4:00 p.m., Eastern Time) on each day when the New York Stock Exchange is open for trading. The New York Stock Exchange is closed on the following holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day as observed.


Assets for which market quotations are available are valued as follows: (a) each listed security is valued at its closing price obtained from the respective primary exchange on which the security is listed, or, if there were no sales on that day, at its last reported current bid price; (b) each unlisted security is valued at the last current bid price obtained from the National Association of Securities Dealers Automated Quotation System; (c) United States Government and agency obligations are valued based upon bid quotations from the Federal Reserve Bank for identical or similar obligations; (d) short-term money market instruments (such as certificates of deposit, bankers' acceptances and commercial paper) are most often valued by bid quotation or by reference to bid quotations of available yields for similar instruments of issuers with similar credit ratings.   All of these prices are obtained by the Administrator from services, which collect and disseminate such market prices. Bid quotations for short-term money market instruments reported by such a service are the bid quotations reported to it by the major dealers.


When approved by the Trustees, certain securities may be valued on the basis of valuations provided by an independent pricing service when such prices the Trustees believe reflect the fair value of such securities.   These securities would normally be those, which have no available recent market value, have few outstanding shares and therefore infrequent trades, or for which there is a lack of consensus on the value, with quoted prices covering a wide range.   The lack of consensus would result from relatively unusual circumstances such as no trading in the security for long periods of time, or a company's involvement in merger or acquisition activity, with widely varying valuations placed on the company's assets or stock. Prices provided by an independent pricing service may be determined without exclusive reliance on quoted prices and may take into account appropriate factors such as institutional-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other market data.


In the absence of an ascertainable market value, assets are valued at their fair value as determined by the Fund's Advisor using methods and procedures reviewed and approved by the Trustees.


Short-term securities with remaining maturities of sixty days or less for which market quotations and information pricing service are not readily available are valued either at amortized cost or at original cost plus accrued interest, both of which approximate current value.


REDEMPTIONS IN KIND


Each Fund reserves the right to honor requests for redemption or repurchase orders by making payment in whole or in part in readily marketable securities (" redemption in kind ") if the amount of such request is large enough to affect operations. For example, if the request is greater than $250,000 or 1% of the Fund’s assets. The securities will be chosen by the Fund and valued at the Fund’s NAV. A shareholder may incur transaction expenses in converting these securities to cash.  


TAX STATUS



The following discussion is general in nature and should not be regarded as an exhaustive presentation of all possible tax ramifications. All shareholders should consult a qualified tax adviser regarding their investment in the Fund.


Each Fund intends to qualify as regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), which requires compliance with certain requirements concerning the sources of its income, diversification of its assets, and the amount and timing of its distributions to shareholders. Such qualification does not involve supervision of management or investment practices or policies by any government agency or bureau. By so qualifying, the Fund should not be subject to federal income or excise tax on its net investment income or net capital gain, which are distributed to shareholders in accordance with the applicable timing requirements. Net investment income and net capital gain of the Fund will be computed in accordance with Section 852 of the Code.  


Net investment income is made up of dividends and interest less expenses. Net capital gain for a fiscal year is computed by taking into account any capital loss carryforward of the Fund.   Capital losses may be carried forward indefinitely and retain the character of the original loss.   Capital loss carryforwards are available to offset future realized capital gains. To the extent that these carry forwards are used to offset future capital gains it is probable that the amount offset will not be distributed to shareholders.


Each Fund intends to distribute all of its net investment income, any excess of net short-term capital gains over net long-term capital losses, and any excess of net long-term capital gains over net short-term capital losses in accordance with the timing requirements imposed by the Code and therefore should not be required to pay any federal income or excise taxes. Distributions of net investment income and net capital gain will be made after the end of each fiscal year, and no later than December 31 of each year. Both types of distributions will be in shares of the respective Fund unless a shareholder elects to receive cash.


To be treated as a regulated investment company under Subchapter M of the Code, each Fund must also (a) derive at least 90% of its gross income from dividends, interest, payments with respect to securities loans, net income from certain publicly traded partnerships and gains from the sale or other disposition of securities or foreign currencies, or other income (including, but not limited to, gains from options, futures or forward contracts) derived with respect to the business of investing in such securities or currencies, and (b) diversify its holdings so that, at the end of each fiscal quarter, (i) at least 50% of the market value of the Fund's assets is represented by cash, U.S. government securities and securities of other regulated investment companies, and other securities (for purposes of this calculation, generally limited in respect of any one issuer, to an amount not greater than 5% of the market value of the Fund's assets and 10% of the outstanding voting securities of such issuer) and (ii) not more than 25% of the value of its assets is invested in the securities of (other than U.S. government securities or the securities of other regulated investment companies) any one issuer, two or more issuers which the Fund controls and which are determined to be engaged in the same or similar trades or businesses, or the securities of certain publicly traded partnerships.


If a Fund fails to qualify as a regulated investment company under Subchapter M in any fiscal year, it will be treated as a corporation for federal income tax purposes. As such, the Fund would be required to pay income taxes on its net investment income and net realized capital gains, if any, at the rates generally applicable to corporations. Shareholders of the Fund generally would not be liable for income tax on the Fund's net investment income or net realized capital gains in their individual capacities. Distributions to shareholders, whether from the Fund's net investment income or net realized capital gains, would be treated as taxable dividends to the extent of current or accumulated earnings and profits of the Fund.


Each Fund is subject to a 4% nondeductible excise tax on certain undistributed amounts of ordinary income and capital gain under a prescribed formula contained in Section 4982 of the Code. The formula requires payment to shareholders during a calendar year of distributions representing at least 98% of the Fund's ordinary income for the calendar year and at least 98.2% of its capital gain net income (i.e., the excess of its capital gains over capital losses) realized during the one-year period ending October 31 during such year plus 100% of any income that was neither distributed nor taxed to the Fund during the preceding calendar year. Under ordinary circumstances, each Fund expects to time its distributions so as to avoid liability for this tax.


The following discussion of tax consequences is for the general information of shareholders that are subject to tax. Shareholders that are IRAs or other qualified retirement plans are exempt from income taxation under the Code.


Distributions of taxable net investment income and the excess of net short-term capital gain over net long-term capital loss are taxable to shareholders as ordinary income.


Distributions of net capital gain ("capital gain dividends") generally are taxable to shareholders as long-term capital gain, regardless of the length of time the shares of the Fund have been held by such shareholders.


A redemption of Fund shares by a shareholder will result in the recognition of taxable gain or loss in an amount equal to the difference between the amount realized and the shareholder's tax basis in his or her Fund shares. Such gain or loss is treated as a capital gain or loss if the shares are held as capital assets. However, any loss realized upon the redemption of shares within six months from the date of their purchase will be treated as a long-term capital loss to the extent of any amounts treated as capital gain dividends during such six-month period. All or a portion of any loss realized upon the redemption of shares may be disallowed to the extent shares are purchased (including shares acquired by means of reinvested dividends) within 30 days before or after such redemption.  


Distributions of taxable net investment income and net capital gain will be taxable as described above, whether received in additional cash or shares. Shareholders electing to receive distributions in the form of additional shares will have a cost basis for federal income tax purposes in each share so received equal to the net asset value of a share on the reinvestment date.


All distributions of taxable net investment income and net capital gain, whether received in shares or in cash, must be reported by each taxable shareholder on his or her federal income tax return. Dividends or distributions declared in October, November or December as of a record date in such a month, if any, will be deemed to have been received by shareholders on December 31, if paid during January of the following year. Redemptions of shares may result in tax consequences (gain or loss) to the shareholder and are also subject to these reporting requirements.


Under the Code, each Fund will be required to report to the Internal Revenue Service all distributions of taxable income and capital gains as well as gross proceeds from the redemption or exchange of Fund shares, except in the case of certain exempt shareholders. Under the backup withholding provisions of Section 3406 of the Code, distributions of taxable net investment income and net capital gain and proceeds from the redemption or exchange of the shares of a regulated investment company may be subject to withholding of federal income tax in the case of non-exempt shareholders who fail to furnish the investment company with their taxpayer identification numbers and with required certifications regarding their status under the federal income tax law, or if the Fund is notified by the IRS or a broker that withholding is required due to an incorrect TIN or a previous failure to report taxable interest or dividends. If the withholding provisions are applicable, any such distributions and proceeds, whether taken in cash or reinvested in additional shares, will be reduced by the amounts required to be withheld.


Options, Futures, Forward Contracts and Swap Agreements


To the extent such investments are permissible for a Fund, the Fund's transactions in options, futures contracts, hedging transactions, forward contracts, straddles and foreign currencies will be subject to special tax rules (including mark-to-market, constructive sale, straddle, wash sale and short sale rules), the effect of which may be to accelerate income to the Fund, defer losses to the Fund, cause adjustments in the holding periods of the Fund's securities, convert long-term capital gains into short-term capital gains and convert short-term capital losses into long-term capital losses. These rules could therefore affect the amount, timing and character of distributions to shareholders.


To the extent such investments are permissible, certain of the Fund's hedging activities (including its transactions, if any, in foreign currencies or foreign currency-denominated instruments) are likely to produce a difference between its book income and its taxable income. If the Fund's book income exceeds its taxable income, the distribution (if any) of such excess book income will be treated as (i) a dividend to the extent of the Fund's remaining earnings and profits (including earnings and profits arising from tax-exempt income), (ii) thereafter, as a return of capital to the extent of the recipient's basis in the shares, and (iii) thereafter, as gain from the sale or exchange of a capital asset. If the Fund's book income is less than taxable income, the Fund could be required to make distributions exceeding book income to qualify as a regular investment company that is accorded special tax treatment.


Passive Foreign Investment Companies


Investment by a Fund in certain "passive foreign investment companies" ("PFICs") could subject the Fund to a U.S. federal income tax (including interest charges) on distributions received from the company or on proceeds received from the disposition of shares in the company, which tax cannot be eliminated by making distributions to Fund shareholders. However, the Fund may elect to treat a PFIC as a   "qualified electing fund" ("QEF election"), in which case the Fund will be required to include its share of the company's income and net capital gains annually, regardless of whether they receives any distribution from the company.


Each Fund also may make an election to mark the gains (and to a limited extent losses) in such holdings "to the market" as though it had sold and repurchased its holdings in those PFICs on the last day of the Fund's taxable year. Such gains and losses are treated as ordinary income and loss. The QEF and mark-to-market elections may accelerate the recognition of income (without the receipt of cash) and increase the amount required to be distributed for the Fund to avoid taxation. Making either of these elections therefore may require the Fund to liquidate other investments (including when it is not advantageous to do so) to meet its distribution requirement, which also may accelerate the recognition of gain and affect the Fund's total return.


Foreign Currency Transactions


Each Fund's transactions in foreign currencies, foreign currency-denominated debt securities and certain foreign currency options, futures contracts and forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned.


Foreign Taxation


Income received by a Fund from sources within foreign countries may be subject to withholding and other taxes imposed by such countries. Tax treaties and conventions between certain countries and the U.S. may reduce or eliminate such taxes. If more than 50% of the value of a Fund's total assets at the close of its taxable year consists of securities of foreign corporations, the Fund may be able to elect to "pass through" to the Fund's shareholders the amount of eligible foreign income and similar taxes paid by the Fund. If this election is made, a shareholder generally subject to tax will be required to include in gross income (in addition to taxable dividends actually received) his or her pro rata share of the foreign taxes paid by the Fund, and may be entitled either to deduct (as an itemized deduction) his or her pro rata share of foreign taxes in computing his or her taxable income or to use it as a foreign tax credit against his or her U.S. federal income tax liability, subject to certain limitations. In particular, a shareholder must hold his or her shares (without protection from risk of loss) on the ex-dividend date and for at least 15 more days during the 30-day period surrounding the ex-dividend date to be eligible to claim a foreign tax credit with respect to a gain dividend. No deduction for foreign taxes may be claimed by a shareholder who does not itemize deductions. Each shareholder will be notified within 60 days after the close of the Fund's taxable year whether the foreign taxes paid by the Fund will "pass through" for that year.


Generally, a credit for foreign taxes is subject to the limitation that it may not exceed the shareholder's U.S. tax attributable to his or her total foreign source taxable income. For this purpose, if the pass-through election is made, the source of the Fund's income will flow through to shareholders of the Fund. With respect to a Fund, gains from the sale of securities will be treated as derived from U.S. sources and certain currency fluctuation gains, including fluctuation gains from foreign currency-denominated debt securities, receivables and payables will be treated as ordinary income derived from U.S. sources. The limitation on the foreign tax credit is applied separately to foreign source passive income, and to certain other types of income. A shareholder may be unable to claim a credit for the full amount of his or her proportionate share of the foreign taxes paid by the Fund. The foreign tax credit can be used to offset only 90% of the revised alternative minimum tax imposed on corporations and individuals and foreign taxes generally are not deductible in computing alternative minimum taxable income.


Wholly-Owned Subsidiaries

The Compass EMP Commodity Long/Short Strategies Fund, Compass EMP Commodity Strategies Volatility Weighted Fund and Compass EMP Managed Futures Strategy each intends to invest a portion of its assets in a Fund’s respective Subsidiary, which will be classified as a corporation for U.S. federal income tax purposes. A foreign corporation, such as each Subsidiary, will generally not be subject to U.S. federal income taxation unless it is deemed to be engaged in a U.S. trade or business. It is expected that each Subsidiary will conduct its activities in a manner so as to meet the requirements of a safe harbor under Section 864(b)(2) of the Internal Revenue Code (the "Safe Harbor") pursuant to which the Subsidiary, provided it is not a dealer in stocks, securities or commodities, may engage in the following activities without being deemed to be engaged in a U.S. trade or business: (1) trading in stocks or securities (including contracts or options to buy or sell securities) for its own account; and (2) trading, for its own account, in commodities that are "of a kind customarily dealt in on an organized commodity exchange" if the transaction is of a kind customarily consummated at such place. Thus, the Subsidiary's securities and commodities trading activities should not constitute a U.S. trade or business. However, if certain of a Subsidiary's activities were determined not to be of the type described in the Safe Harbor or if the Subsidiary's gains are attributable to investments in securities that constitute U.S. real property interests (which is not expected), then the activities of the Subsidiary may constitute a U.S. trade or business, or be taxed as such.

In general, a foreign corporation that does not conduct a U.S. trade or business is nonetheless subject to tax at a flat rate of 30 percent (or lower tax treaty rate), generally payable through withholding, on the gross amount of certain U.S.-source income that is not effectively connected with a U.S. trade or business. There is presently no tax treaty in force between the U.S. and the Cayman Islands that would reduce this rate of withholding tax.   Income subject to such a flat tax includes dividends and certain interest income.   The 30 percent tax does not apply to U.S.-source capital gains (whether long-term or short-term) or to interest paid to a foreign corporation on its deposits with U.S. banks. The 30 percent tax also does not apply to interest which qualifies as "portfolio interest." The term "portfolio interest" generally includes interest (including original issue discount) on an obligation in registered form which has been issued after July 18, 1984 and with respect to which the person, who would otherwise be required to deduct and withhold the 30 percent tax, received the required statement that the beneficial owner of the obligation is not a U.S. person within the meaning of the Internal Revenue Code. Under certain circumstances, interest on bearer obligations may also be considered portfolio interest.

Each Subsidiary will be wholly-owned by a Fund. A U.S. person who owns (directly, indirectly or constructively) 10 percent or more of the total combined voting power of all classes of stock of a foreign corporation is a "U.S. Shareholder" for purposes of the controlled foreign corporation ("CFC") provisions of the Internal Revenue Code.   A foreign corporation is a CFC if, on any day of its taxable year, more than 50 percent of the voting power or value of its stock is owned (directly, indirectly or constructively) by "U.S. Shareholders." Because the applicable Fund is a U.S. person that will own all of the stock of the Subsidiary, the Fund will be a "U.S. Shareholder" and the Subsidiary will be a CFC. As a "U.S. Shareholder," the Fund will be required to include in gross income for United States federal income tax purposes all of the Subsidiary's "subpart F income" (defined, in part, below), whether or not such income is distributed by the Subsidiary. It is expected that all of the Subsidiary's income will be "subpart F income."   "Subpart F income" generally includes interest, original issue discount, dividends, net gains from the disposition of stocks or securities, receipts with respect to securities loans and net payments received with respect to equity swaps and similar derivatives.   "Subpart F income" also includes the excess of gains over losses from transactions (including futures, forward and similar transactions) in any commodities. The Fund's recognition of the Subsidiary's "subpart F income" will increase the Fund's tax basis in the Subsidiary. Distributions by the Subsidiary to the Fund will be tax-free, to the extent of its previously undistributed "subpart F income," and will correspondingly reduce the Fund's tax basis in the Subsidiary. "Subpart F income" is generally treated as ordinary income, regardless of the character of the Subsidiary's underlying income.

In general, each "U.S. Shareholder" is required to file IRS Form 5471 with its U.S. federal income tax (or information) returns providing information about its ownership of the CFC and the CFC. In addition, a "U.S. Shareholder" may in certain circumstances be required to report a disposition of shares in a Subsidiary by attaching IRS Form 5471 to its U.S. federal income tax (or information) return that it would normally file for the taxable year in which the disposition occurs. In general, these filing requirements will apply to investors of the Fund if the investor is a U.S. person who owns directly, indirectly or constructively (within the meaning of Sections 958(a) and (b) of the Internal Revenue Code) 10 percent or more of the total combined voting power of all classes of voting stock of a foreign corporation that is a CFC for an uninterrupted period of 30 days or more during any tax year of the foreign corporation, and who owned that stock on the last day of that year.


Original Issue Discount and Pay-In-Kind Securities


Current federal tax law requires the holder of a U.S. Treasury or other fixed income zero coupon security to accrue as income each year a portion of the discount at which the security was purchased, even though the holder receives no interest payment in cash on the security during the year. In addition, pay-in-kind securities will give rise to income which is required to be distributed and is taxable even though the Fund holding the security receives no interest payment in cash on the security during the year.


Some of the debt securities (with a fixed maturity date of more than one year from the date of issuance) that may be acquired by the Fund may be treated as debt securities that are issued originally at a discount. Generally, the amount of the original issue discount ("OID") is treated as interest income and is included in income over the term of the debt security, even though payment of that amount is not received until a later time, usually when the debt security matures. A portion of the OID includable in income with respect to certain high-yield corporate debt securities (including certain pay-in-kind securities) may be treated as a dividend for U.S. federal income tax purposes.


Some of the debt securities (with a fixed maturity date of more than one year from the date of issuance) that may be acquired by the Fund in the secondary market may be treated as having market discount. Generally, any gain recognized on the disposition of, and any partial payment of principal on, a debt security having market discount is treated as ordinary income to the extent the gain, or principal payment, does not exceed the "accrued market discount" on such debt security. Market discount generally accrues in equal daily installments. The Fund may make one or more of the elections applicable to debt securities having market discount, which could affect the character and timing of recognition of income.


Some debt securities (with a fixed maturity date of one year or less from the date of issuance) that may be acquired by the Fund may be treated as having acquisition discount, or OID in the case of certain types of debt securities. Generally, the Fund will be required to include the acquisition discount, or OID, in income over the term of the debt security, even though payment of that amount is not received until a later time, usually when the debt security matures. The Fund may make one or more of the elections applicable to debt securities having acquisition discount, or OID, which could affect the character and timing of recognition of income.


A fund that holds the foregoing kinds of securities may be required to pay out as an income distribution each year an amount, which is greater than the total amount of cash interest the Fund actually received. Such distributions may be made from the cash assets of the Fund or by liquidation of portfolio securities, if necessary (including when it is not advantageous to do so). The Fund may realize gains or losses from such liquidations. In the event the Fund realizes net capital gains from such transactions, its shareholders may receive a larger capital gain distribution, if any, than they would in the absence of such transactions.


Shareholders of the Fund may be subject to state and local taxes on distributions received from the Fund and on redemptions of the Fund's shares.


A brief explanation of the form and character of the distribution accompany each distribution. In January of each year the Fund issues to each shareholder a statement of the federal income tax status of all distributions.


Shareholders should consult their tax advisers about the application of federal, state and local and foreign tax law in light of their particular situation.


ORGANIZATION OF THE TRUST



As a Delaware business trust entity, the Trust need not hold regular annual shareholder meetings and, in the normal course, does not expect to hold such meetings. The Trust, however, must hold shareholder meetings for such purposes as, for example: (1) approving certain agreements as required by the 1940 Act; (2) changing fundamental investment objectives, policies, and restrictions of the Funds; and (3) filling vacancies on the Board of Trustees of the Trust in the event that less than a majority of the Trustees were elected by shareholders. The Trust expects that there will be no meetings of shareholders for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees holding office have been elected by shareholders. At such time, the Trustees then in office will call a shareholders meeting for the election of Trustees. In addition, holders of record of not less than two-thirds of the outstanding shares of the Trust may remove a Trustee from office by a vote cast in person or by proxy at a shareholder meeting called for that purpose at the request of holders of 10% or more of the outstanding shares of the Trust. The Funds have the obligation to assist in such shareholder communications. Except as set forth above, Trustees will continue in office and may appoint successor Trustees.


INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The Funds’ independent registered public accounting firm is BBD, LLP, located at 1835 Market Street, 26th Floor, Philadelphia, PA  19103.   Shareholders will receive annual financial statements, together with a report of the independent registered public accountants, and semiannual unaudited financial statements of the Funds.   The independent registered public accountants will report on the Funds’ annual financial statements, review certain regulatory reports and the Funds’ income tax returns, and perform other professional accounting, auditing, tax and advisory services when engaged to do so by the Funds.


LEGAL MATTERS



Legal advice regarding certain matters relating to the federal securities laws applicable to the Funds and the offer and sale of their shares has been provided by Thompson Hine LLP, 41 South High Street, Suite 1700, Columbus, Ohio 43215.


FINANCIAL STATEMENTS



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Trustees of Compass EMP Funds Trust and the Shareholder of Compass EMP Ultra Short-Term Fixed Income Fund


We have audited the accompanying statement of assets and liabilities and the related statement of operations of Compass EMP Ultra Short-Term Fixed Income Fund (the "Fund"), as of August 7, 2012. These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements based on our audit.


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).   Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position and operations of the Compass EMP Ultra Short-Term Fixed Income Fund as of August 7, 2012, in conformity with accounting principles generally accepted in the United States of America.

   

                                                                 

 

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  BBD, LLP



Philadelphia, Pennsylvania

August 30, 2012









COMPASS EMP ULTRA SHORT-TERM FIXED INCOME FUND


Financial Statements


AUGUST 7, 2012



COMPASS EMP ULTRA SHORT-TERM FIXED INCOME FUND


STATEMENT OF ASSETS AND LIABILITIES


August 7, 2012


ASSETS

 

Cash

$100,000

Deferred Offering Costs

24,784

 

 

Total Assets

124,784

 

 

LIABILITIES

 

Payable for Offering Costs

24,784

 

 

Total Liabilities

24,784

 

 

NET ASSETS

$100,000

 

 

At August 7, 2012 the components of net assets were as follows:

 

Paid in Capital

$100,000

 

 

Shares of beneficial interest outstanding,

 

Unlimited shares authorized without par value

10,000

 

 

Net asset value per share

$10.00

 

 




















Sees notes to financial statements.









COMPASS EMP ULTRA SHORT-TERM FIXED INCOME FUND


STATEMENT OF OPERATIONS


August 7, 2012




EXPENSES

 

Organizational expenses

$17,643

Less:  Reimbursement from advisor

(17,643)

 

 

NET EXPENSES

$   -   







Sees notes to financial statements.










COMPASS EMP ULTRA SHORT-TERM FIXED INCOME FUND


NOTES TO FINANCIAL STATEMENTS

August 7, 2012


(1)

ORGANIZATION


Compass EMP Ultra Short-Term Fixed Income Fund (the "Fund"), a series of Compass EMP Funds Trust (the "Trust") is registered under the Investment Company Act of 1940, as amended (the "1940 Act" ), as a diversified open-end management investment company.  The Trust's Investment Advisor is Compass Efficient Model Portfolios, LLC (the "Advisor").


The investment objective of the Fund is to seek income.  The Fund pursues its investment objective by investing primarily in Treasury bills and notes, commercial paper and corporate bonds.


The Trust was formed as a statutory trust on April 11, 2012 under the laws of the State of Delaware.   The Fund had no operations from that date to August 7, 2012, other than those relating to organizational matters and the registration of its shares under applicable securities laws.  The Advisor purchased the initial shares at $10.00 per share on August 7, 2012.


(2)

SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation


The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP").  The following is a summary of significant accounting policies used in preparing the financial statements.  

Organizational and Offering Costs

All costs incurred by the Fund in connection with its organization and offering have been paid by the Advisor and will be subject to recoupment as described in Note 3.  Organizational costs were charged to expenses as incurred.  Offering costs incurred by the Fund are treated as deferred charges until operations commence and thereafter will be amortized over a 12 month period using the straight line method.

 

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions related to the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the period. Actual results could differ from those estimates.

Federal Income Taxes


The Fund intends to qualify as a "regulated investment company" under Subchapter M of the Internal Revenue Code of 1986, as amended, and, if so qualified, will not be liable for federal income taxes to the extent earnings are distributed to shareholders on a timely basis.




COMPASS EMP ULTRA SHORT-TERM FIXED INCOME Fund


NOTES TO FINANCIAL STATEMENTS

August 7, 2012


Indemnification

The Fund indemnifies its officers and trustees for certain liabilities that may arise from the performance of their duties to the Fund.  Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties which provide general indemnities.  The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred.  However, based on experience, the Fund expects the risk of loss due to these warranties and indemnities to be remote.

(3)   INVESTMENT ADVISORY

As compensation for its services, the Fund pays to the Advisor a monthly advisory fee at an annual rate of 0.40% of its average daily net assets.  

The Advisor, pursuant to an Expense Limitation Agreement (the "Agreement") has contractually agreed to reduce its fees and/or absorb expenses of the Fund, at least until October 31, 2013 to ensure that Net Annual Operating Expenses (exclusive of any front-end or contingent deferred loads, taxes, leverage interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, dividend expense on securities sold short, expenses of investing in Underlying Funds or extraordinary expenses such as litigation) will not exceed 0.70% of the Fund's average daily net assets.  The Agreement will allow the Advisor to recover amounts previously reimbursed for operating expenses to the Fund to the extent that the Fund's expense ratios fall below the above indicated expense limitations.  The amounts that can be recovered will be limited to the difference between the actual expense ratio and the amount of the expense limitation.   Under such agreement, the Advisor can only recover such amounts for a period of up to three years.


(4)   DISTRIBUTION AGREEMENT

The Fund has adopted a "Shareholder Services Plan" under which the Fund pays a servicing fee to the Distributor and to other selected securities dealers and other financial industry professionals for providing ongoing broker-dealer services in respect of clients with whom they have distributed shares of the Fund.  Under the Shareholder Services Plan, the Fund may incur expenses on an annual basis equal to 0.25% of its average net assets.


(5)   SUBSEQUENT EVENTS

The Fund is required to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the Statement of Assets and Liabilities.  For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, the Fund is required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made.  Management has evaluated subsequent events through the issuance of these financial statements and has noted no such events.









APPENDIX A - RATINGS


DESCRIPTION OF MOODY'S CORPORATE BOND RATINGS


      Aaa. Bonds rated Aaa are judged to be the best quality. They carry the smallest degree of investment risk and are generally referred to as " gilt edge ." Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of these issues.


      Aa. Bonds which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in Aaa securities.


      A. Bonds which are rated A possess many favorable investment attributes and are to be considered as upper medium grade obligations. Factors giving security to principal and interest are considered adequate but elements may be present which suggest a susceptibility to impairment sometime in the future.


      Baa. Bonds which are rated Baa are considered as medium grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.


      Ba. Bonds which are rated Ba are judged to have speculative elements; their future payments cannot be considered as well assured. Often the protection of interest and principal may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class.


      B. Bonds which are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.


      Moody's applies the numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through B. The modifier 1 indicates that the security ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that the issue ranks in the lower end of its generic rating category.


DESCRIPTION OF MOODY'S MUNICIPAL BOND RATINGS


      Aaa. Bonds which are rated Aaa are judged to be of the best quality and carry the smallest degree of investment risk. Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.


      Aa. Bonds which are rated Aa are judged to be of high quality by all standards. They are rated lower than the Aaa bonds because margins of protection may not be as large as in Aaa securities, or fluctuation of protective elements may be of greater amplitude, or there may be other elements present which made the long-term risks appear somewhat larger than in Aaa securities.

      A. Bonds which are rated A are judged to be upper medium grade

obligations. Security for principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment sometime in the future.


      Baa. Bonds which are rated Baa are considered as medium grade obligations, i.e.; they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.


      Ba. Bonds which are rated Ba are judged to have speculative elements and their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate, and therefore not well safeguarded during both good and bad times. Uncertainty of position characterizes bonds in this class.


      B. Bonds which are rated B generally lack the characteristics of a desirable investment. Assurance of interest and principal payments or of other terms of the contract over long periods may be small.


      Caa. Bonds which are rated Caa are of poor standing. Such issues may be in default or there may be elements of danger present with respect to principal or interest.


DESCRIPTION OF S&P CORPORATE BOND RATINGS


      AAA. Bonds rated AAA have the highest rating assigned by S&P to a debt obligation. Capacity to pay interest and repay principal is extremely strong.


      AA. Bonds rated AA have a very strong capacity to pay interest and repay principal and differ from the highest rated issues only in a small degree.


      A. Bonds rated A have a strong capacity to pay interest and repay principal although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than bonds in higher rated categories.


      BB. Bonds rated BBB are regarded as having an adequate capacity to pay interest and repay principal. Whereas they normally exhibit adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for bonds in this category than for bonds in higher rated categories.


      BB and B. Bonds rated BB and B are regarded, on balance, as predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation. BB represents a lower degree of speculation than B. While such bonds will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions.


DESCRIPTION OF S&P'S MUNICIPAL BOND RATINGS


      AAA. Debt rated AAA has the highest rating assigned by S&P. Capacity to pay interest and repay principal is extremely strong.


      AA. Debt rated AA has a very strong capacity to pay interest and repay principal and differs from the highest rated issues only in small degree. The AA rating may be modified by the addition of a plus or minus sign to show relative standing within the AA rating category.


      A. Debt rated A is regarded as safe. This rating differs from the two higher ratings because, with respect to general obligation bonds, there is some weakness that, under certain adverse circumstances, might impair the ability of the issuer to meet debt obligations at some future date. With respect to revenue bonds, debt service coverage is good but not exceptional and stability of pledged revenues could show some variations because of increased competition or economic influences in revenues.


      BBB. Bonds rated BBB are regarded as having adequate capacity to pay principal and interest. Whereas they normally exhibit protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay principal and interest for bonds in this capacity than for bonds in the A category.


      BB. Debt rated BB has less near-term vulnerability to default than other speculative grade debt, however, it faces major ongoing uncertainties or exposure to adverse business, financial or economic conditions which could lead to inadequate capacity to meet timely interest and principal payment.


      B. Debt rated B has a greater vulnerability to default bit presently has the capacity to meet interest and principal payments. Adverse business, financial or economic conditions would likely impair capacity or willingness to pay interest and repay principal.


      CCC. Debt rated CCC has a current identifiable vulnerability to default and is dependent upon favorable business, financial and economic conditions to meet timely payments of principal. In the event of adverse business, financial or economic conditions, it is not likely to have the capacity to pay interest and repay principal.


DESCRIPTION OF FITCH'S MUNICIPAL BOND RATINGS


      Debt rated " AAA ", the highest rating by Fitch, is considered to be of the highest credit quality. The obligor has an exceptionally strong ability to pay interest and repay principal, which is unlikely to be affected by reasonably foreseeable events.


      Debt rated " AA " is regarded as very high credit quality. The obligor's ability to pay interest and repay principal is very strong.


      Debt rated " A " is of high credit quality. The obligor's ability to pay interest and repay principal is considered to be strong, but may be more vulnerable to adverse changes in economic conditions and circumstances than debt with higher ratings.


      Debt rated " BBB " is of satisfactory credit quality. The obligor's ability to pay interest and repay principal is adequate, however a change in economic conditions may adversely affect timely payment.


      Debt rated " BB " is considered speculative. The obligor's ability to pay interest and repay principal may be affected over time by adverse economic changes, however, business and financial alternatives can be identified which could assist the obligor in satisfying its debt service requirements.


      Debt rated " B " is considered highly speculative. While bonds in this class are currently meeting debt service requirements, the probability of continued timely payment of principal and interest reflects the obligor's limited margin of safety and the need for reasonable business and economic activity throughout the life of the issue.


      Debt rated " CCC " has certain identifiable characteristics which, if not remedied, may lead to default. The ability to meet obligations requires an advantageous business and economic environment.

      Plus (+) and minus (-) signs are used with a rating symbol (except AAA) to indicate the relative position within the category.


DESCRIPTION OF MOODY'S RATINGS OF STATE AND MUNICIPAL NOTES AND OTHER SHORT-TERM LOANS


      Moody's ratings for state and municipal notes and other short-term loans are designated " Moody's Investment Grade " (" MIG "). Such ratings recognize the differences between short-term credit risk and long-term risk. A short-term rating designated VMIG may also be assigned on an issue having a demand feature. Factors affecting the liquidity of the borrower and short-term cyclical elements are critical in short-term borrowing. Symbols used will be as follows:


      MIG-l/VMIG-1. This designation denotes best quality. There is present strong protection by established cash flows, superior liquidity support or demonstrated broad-based access to the market for refinancing.


      MIG-2/VMIG-2. This designation denotes high quality. Margins of protection are ample although not so large as in the preceding group.


DESCRIPTION OF S&P'S RATINGS OF STATE AND MUNICIPAL NOTES AND OTHER SHORT-TERM LOANS


      Standard & Poor's tax exempt note ratings are generally given to such notes that mature in three years or less. The two higher rating categories are as follows:


      SP-1.Very strong or strong capacity to pay principal and interest. These issues determined to possess overwhelming safety characteristics will be given a plus (+) designation.

      SP-2.Satisfactory capacity to pay principal and interest.


DESCRIPTION OF COMMERCIAL PAPER RATINGS


      Commercial paper rated Prime-l by Moody's are judged by Moody's to be of the best quality. Their short-term debt obligations carry the smallest degree of investment risk. Margins of support for current indebtedness are large or stable with cash flow and asset protection well insured. Current liquidity provides ample coverage of near-term liabilities and unused alternative financing arrangements are generally available. While protective elements may change over the intermediate or longer term, such changes are most unlikely to impair the fundamentally strong position of short-term obligations.


      Issuers (or related supporting institutions) rated Prime-2 have a strong capacity for repayment of short-term promissory obligations. This will normally be evidenced by many of the characteristics cited above but to a lesser degree. Earnings trends and coverage ratios, while sound, will be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained.


      Commercial paper rated A by S&P have the following characteristics. Liquidity ratios are better than industry average. Long-term debt rating is A or better. The issuer has access to at least two additional channels of borrowing. Basic earnings and cash flow are in an upward trend. Typically, the issuer is a strong company in a well-established industry and has superior management. Issuers rated A are further refined by use of numbers 1, 2, and 3 to denote relative strength within this highest classification. Those issuers rated A-1 that are determined by S&P to possess overwhelming safety characteristics are denoted with a plus (+) sign designation.


      Fitch's commercial paper ratings represent Fitch's assessment of the issuer's ability to meet its obligations in a timely manner. The assessment places emphasis on the existence of liquidity. Ratings range from F-1+ which represents exceptionally strong credit quality to F-4 which represents weak credit quality.




APPENDIX B – ADVISOR'S PROXY VOTING POLICIES


COMPASS EFFICIENT MODEL PORTFOLIOS, LLC

PROXY VOTING POLICIES AND PROCEDURES

(Adopted October 13, 2008)



Pursuant to the recent adoption by the Securities and Exchange Commission (the " Commission ") of Rule 206(4)-6 (17 CFR 275.206(4)-6) and amendments to Rule 204-2 (17 CFR 275.204-2) under the Investment Advisers Act of 1940 (the " Act "), it is a fraudulent, deceptive, or manipulative act, practice or course of business, within the meaning of Section 206(4) of the Act, for an investment adviser to exercise voting authority with respect to client securities, unless (i) the adviser has adopted and implemented written policies and procedures that are reasonably designed to ensure that the adviser votes proxies in the best interests of its clients, (ii) the adviser describes its proxy voting procedures to its clients and provides copies on request, and (iii) the adviser discloses to clients how they may obtain information on how the adviser voted their proxies.

In order to fulfill its responsibilities under the Act, Compass Efficient Model Portfolios, LLC (hereinafter " we " or " our ") has adopted the following policies and procedures for proxy voting with regard to companies in investment portfolios of our clients.  

KEY OBJECTIVES

The key objectives of these policies and procedures recognize that a company's management is entrusted with the day-to-day operations and longer term strategic planning of the company, subject to the oversight of the company's board of directors.   While " ordinary business matters " are primarily the responsibility of management and should be approved solely by the corporation's board of directors, these objectives also recognize that the company's shareholders must have final say over how management and directors are performing, and how shareholders' rights and ownership interests are handled, especially when matters could have substantial economic implications to the shareholders.  

Therefore, we will pay particular attention to the following matters in exercising our proxy voting responsibilities as a fiduciary for our clients:

Accountability .   Each company should have effective means in place to hold those entrusted with running a company's business accountable for their actions.   Management of a company should be accountable to its board of directors and the board should be accountable to shareholders.  

Alignment of Management and Shareholder Interests .   Each company should endeavor to align the interests of management and the board of directors with the interests of the company's shareholders. For example, we generally believe that compensation should be designed to reward management for doing a good job of creating value for the shareholders of the company.

Transparency .   Promotion of timely disclosure of important information about a company's business operations and financial performance enables investors to evaluate the performance of a company and to   make informed decisions about the purchase and sale of a company's securities.

DECISION METHODS


No set of proxy voting guidelines can anticipate all situations that may arise. In special cases, we may seek insight from our managers and analysts on how a particular proxy proposal may impact the financial prospects of a company, and vote accordingly.

We believe that we invest in companies with strong management.   Therefore we will tend to vote proxies consistent with management's recommendations. However, we will vote contrary to management's recommendations if we believe those recommendations are not consistent with increasing shareholder value.

SUMMARY OF PROXY VOTING GUIDELINES


Election of the Board of Directors


We believe that good corporate governance generally starts with a board composed primarily of independent directors, unfettered by significant ties to management, all of whose members are elected annually.   We also believe that turnover in board composition promotes independent board action, fresh approaches to governance, and generally has a positive impact on shareholder value.   We will generally vote in favor of non-incumbent independent directors.

The election of a company's board of directors is one of the most fundamental rights held by shareholders.   Because a classified board structure prevents shareholders from electing a full slate of directors annually, we will generally support efforts to declassify boards or other measures that permit shareholders to remove a majority of directors at any time, and will generally oppose efforts to adopt classified board structures.

Approval of Independent Auditors

We believe that the relationship between a company and its auditors should be limited primarily to the audit engagement, although it may include certain closely related activities that do not raise an appearance of impaired independence.

We will evaluate on a case-by-case basis instances in which the audit firm has a substantial non-audit relationship with a company to determine whether we believe independence has been, or could be, compromised.

Equity-based compensation plans

We believe that appropriately designed equity-based compensation plans, approved by shareholders, can be an effective way to align the interests of shareholders and the interests of directors, management, and employees by providing incentives to increase shareholder value.   Conversely, we are opposed to plans that substantially dilute ownership interests in the company, provide participants with excessive awards, or have inherently objectionable structural features.

We will generally support measures intended to increase stock ownership by executives and the use of employee stock purchase plans to increase company stock ownership by employees.   These may include:

1.

Requiring senior executives to hold stock in a company.

2.

Requiring stock acquired through option exercise to be held for a certain period of time.


These are guidelines, and we consider other factors, such as the nature of the industry and size of the company, when assessing a plan's impact on ownership interests.

Corporate Structure


We view the exercise of shareholders' rights, including the rights to act by written consent, to call special meetings and to remove directors, to be fundamental to good corporate governance.  

Because classes of common stock with unequal voting rights limit the rights of certain shareholders, we generally believe that shareholders should have voting power equal to their equity interest in the company and should be able to approve or reject changes to a company's by-laws by a simple majority vote.  

We will generally support the ability of shareholders to cumulate their votes for the election of directors.  

Shareholder Rights Plans

While we recognize that there are arguments both in favor of and against shareholder rights plans, also known as poison pills, such measures may tend to entrench current management, which we generally consider to have a negative impact on shareholder value.   Therefore, while we will evaluate such plans on a case by case basis, we will generally oppose such plans.

CLIENT INFORMATION

A copy of these Proxy Voting Policies and Procedures is available to our clients, without charge, upon request, by calling 1 -(888) 944-4367. We will send a copy of these Proxy Voting Policies and Procedures within three business days of receipt of a request, by first-class mail or other means designed to ensure equally prompt delivery.

In addition, we will provide each client, without charge, upon request, information regarding the proxy votes cast by us with regard to the client's securities.  





PART C

OTHER INFORMATION



Item 28. Financial Statements and Exhibits.


(a) Articles of Incorporation.


Registrant's Agreement and Declaration of Trust , which was filed as an exhibit to Registrant's Registration Statement on May 4, 2012, is hereby incorporated by reference.


(vi)

Registrant's Certificate of Trust , which was filed as an exhibit to Registrant's Registration Statement on May 4, 2012, is hereby incorporated by reference.


(b) By-Laws. Registrant's By-Laws , which were filed as an exhibit to Registrant's Registration Statement on May 4, 2012, are hereby incorporated by reference .


(c) Instruments Defining Rights of Security Holder. None other than in the Declaration of Trust and By-Laws of the Registrant.


(d) Investment Advisory Contracts.


Management Agreement for the Compass EMP Funds is filed herewith.

Expense Limitation Agreement is filed herewith.


(e) Underwriting Contracts.


(i)

Underwriting Agreement is filed herewith.

(ii)

Form of Selling Agreement is filed herewith .


(f) Bonus or Profit Sharing Contracts. None.


(g) Custodial Agreement. Custody Agreement is filed herewith .


(h) Other Material Contracts. Fund Services Agreement is filed herewith .


(i) Legal Opinion. Legal Opinion and Consent of Thompson Hine LLP is filed herewith .


(j) Other Opinions. Consent of Independent Registered Public Accounting Firm is filed herewith .


(k) Omitted Financial Statements. None.


(l) Initial Capital Agreements. Subscription Agreement between the Trust and the Initial Investor is filed herewith .


(m) Rule 12b-1 Plans.


(i)

Plan of Distribution Pursuant to Rule 12b-1 Class A is filed herewith .

(ii)

Plan of Distribution Pursuant to Rule 12b-1 Class T is filed herewith.

(ii)

Plan of Distribution Pursuant to Rule 12b-1 Class C is filed herewith.


(n) Rule 18f-3 Plan. Rule 18f-3 Plan is filed herewith .


(o) Reserved.


(p) Code of Ethics.


(i) Code of Ethics for the Trust is filed herewith .


(ii) Code of Ethics for Compass Efficient Model Portfolios, LLC is filed herewith .


(iii) Code of Ethics for Northern Lights Distributors is filed herewith .


(q) Powers of Attorney. Power of Attorney for the Trust, and a certificate with respect thereto, and each trustee and principal executive and financial officer, is filed herewith .


Item 29. Control Persons.  The Compass EMP Ultra Short-Term Fund and the Adviser are deemed to be under the common control of Mr. Hammers and Mr. Moore because each own one-half the interests of the Adviser, which owns all the shares of the Fund as of the date of the Fund's prospectus and SAI.


Item 30. Indemnification.


Reference is made to Article VIII of the Registrant's Agreement and Declaration of Trust, Sections 8 and 9 of the Underwriting Agreement, Section 9 of the Management Agreement, Article X of the Custody Agreement, and Section 4 of the Fund Services Agreement.   The application of these provisions is limited by the following undertaking set forth in the rules promulgated by the Securities and Exchange Commission:


Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a trustee, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue. The Registrant may maintain a standard mutual fund and investment advisory professional and directors and officers liability policy. The policy, if maintained, would provide coverage to the Registrant, its Trustees and officers, and could cover its advisers, among others. Coverage under the policy would include losses by reason of any act, error, omission, misstatement, misleading statement, neglect or breach of duty.


The Management Agreement between Compass Efficient Model Portfolios, LLC (" Compass ") and the Registrant provides that Compass will not be liable for any of its actions (e.g., errors of judgment, mistakes of law, losses arising out of investments) on behalf of the Registrant, provided that nothing shall protect, or purport to protect, Compass against any liability to the Registrant or to the security holders of the Registrant to which it would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties.   No provision of the Management Agreement is to be construed to protect any director or officer of the Registrant or Compass from liability in violation of Section 17(h), 17(i), or 36(b) of the Investment Company Act of 1940, as amended (the " 1940 Act ").

 

Item 31. Activities of Investment Advisor .

Besides serving as investment adviser to the Registrant and other client accounts, Compass Efficient Model Portfolios, 213 Overlook Circle, Suite A-1, Brentwood, TN 37027 is not currently and has not during the past two fiscal years engaged in any other business, profession, vocation, or employment of a substantial nature.   Information regarding the business, profession, vocation, or employment of a substantial nature of Compass Efficient Model Portfolios' managers and officers is hereby incorporated by reference to the information contained in the SAI and Part 1 of Compass Efficient Model Portfolios' Form ADV, file number 801-61868, as filed with the SEC.

Item 32. Principal Underwriter.


(a) Northern Lights Distributors, LLC, the principal underwriter to the Trust also acts as principal underwriter for the following investment companies: AdvisorOne Funds, Arrow Investment Trust, Bryce Capital Funds, Copeland Trust, Epiphany Funds, Ladenburg Thalmann Alternative Strategies Fund, Miller Investment Trust, Mutual Fund Series Trust, Nile Capital Investment Trust, North Country Funds, Northern Lights Fund Trust, Northern Lights Fund Trust II, Northern Lights Fund Trust III, Northern Lights Variable Trust, Roge Partners Funds and The Saratoga Advantage Trust.


(b) Northern Lights Distributors, LLC is registered with Securities and Exchange Commission as a broker-dealer and is a member of the Financial Industry Regulatory Authority, Inc. The principal business address of Northern Lights Distributors, LLC is 4020 South 147th Street, Omaha, NE 68137. To the best of Registrant's knowledge, the following are the members and officers of Northern Lights Distributors, LLC:


 

Name

Positions and Offices

with Underwriter

Positions and Offices

with the Trust

W. Patrick Clarke

Manager

None

Brian Nielsen

Manager, President, Secretary

None

Daniel Applegarth

Treasurer

None

Mike Nielsen

Chief Compliance Officer and AML Compliance Officer

None


(c) Not applicable.


Item 33. Location of Accounts and Records.


All accounts, books and documents required to be maintained by the Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and Rules 31a-1 through 31a-3 thereunder are maintained at the office of the Registrant, Adviser, Principal Underwriter, Administrator and Custodian at the addresses stated in the SAI.


Item 34. Management Services. Not applicable.


Item 35. Undertakings.  The Registrant undertakes that each Subsidiary hereby consents to service of process within the United States, and to examination of its books and records .






SIGNATURES



Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus , State of Ohio , on the 31st day of August , 2012.


Compass EMP Funds Trust


By: /s/ JoAnn M. Strasser

JoAnn M. Strasser

Attorney-in-Fact


Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.



Name

Title

Date

Stephen M. Hammers*

President (Principal Executive Officer)

 

Robert W. Walker*

Treasurer (Principal Financial Officer

 

/s/ Donald T. Benson

Donald T. Benson

Trustee, Director**

August 31, 2012

/s/ John M. Gering

John M. Gering

Trustee, Director**

August 31, 2012

/s/ Ottis E. Mims

Ottis E. Mims

Trustee, Director**

August 31, 2012

/s/ David Moore

David Moore

Trustee, Director**

August 31, 2012




*By: /s/ JoAnn M. Strasser

JoAnn M. Strasser

Attorney-in-Fact

August 31, 2012


** CEMPCLSSF Fund Limited, CEMPCSVWF Fund Limited, CEMPMFSF Fund Limited



 

 

 





Exhibit Index


1

Management Agreement

EX-99.28( d)(i)

2

Expense Limitation Agreement

EX-99.28( d)(ii)

3

Underwriting Agreement

EX-99.28( e)(i)

4

Form of Selling Agreement

EX-99.28(e)(ii)

5

Custody Agreement

EX-99.28(g)

6

Fund Services Agreement

EX-99.28(h)

7

Legal Opinion and Consent of Thompson Hine LLP

EX-99.28(i)

8

Consent of Independent Registered Public Accounting Firm

EX-99.28(j)

9

Subscription Agreement between the Trust and the Initial Investor

EX-99.28(l)

10

Plan of Distribution Pursuant to Rule 12b-1 Class A

EX-99.28(m)(i)

11

Plan of Distribution Pursuant to Rule 12b-1 Class T

EX-99.28(m)(ii)

12

Plan of Distribution Pursuant to Rule 12b-1 Class C

EX-99.28(m)(iii)

13

Rule 18f-3 Plan

EX-99.28(n)

14

Code of Ethics for the Trust

EX-99.28(p)(i)

15

Code of Ethics for Compass Efficient Model Portfolios, LLC

EX-99.28(p)(ii)

16

Code of Ethics for Northern Lights Distributors

EX-99.28(p)(iii)

17

Powers of Attorney

EX-99.28(q)






MANAGEMENT AGREEMENT

To:

Compass Efficient Model Portfolios, LLC

213 Overlook Circle, Suite A-1

Brentwood, TN 37027


Dear Sirs:

COMPASS EMP FUNDS TRUST (the “Trust”) herewith confirms our agreement with you.

The Trust has been organized to engage in the business of an open-end management investment company.  The Trust currently intends to offer 17 series of shares to investors.

You have been selected to act as the sole investment manager of the series of the Trust set forth on the Exhibits to this Agreement (each, a “Fund,” collectively, the “Funds”) and to provide certain other services, as more fully set forth below, and you are willing to act as such investment manager and to perform such services under the terms and conditions hereinafter set forth.  Accordingly, the Trust agrees with you as follows effective upon the date of the execution of this Agreement.

1.

ADVISORY SERVICES

Subject to the supervision of the Board of Trustees of the Trust, you will provide or arrange to be provided to each Fund such investment advice as you in your discretion deem advisable and will furnish or arrange to be furnished a continuous investment program for each Fund consistent with the Fund’s investment objective and policies.  You will determine or arrange for others to determine the securities and financial instruments to be purchased for each Fund, the portfolio securities and financial instruments to be held or sold by each Fund and the portion of each Fund’s assets to be held uninvested, subject always to the Fund’s investment objective, policies and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board may from time to time establish.  You will furnish such reports, evaluations, information or analyses to the Trust as the Board of Trustees of the Trust may request from time to time or as you may deem to be desirable.  You also will advise and assist the officers of the Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board and the appropriate committees of the Board regarding the conduct of the business of the Trust.  You may delegate any of the responsibilities, rights or duties described above to one or more persons, provided you notify the Trust and agree that such delegation does not relieve you from any liability hereunder.  

The Adviser shall provide at least sixty (60) days prior written notice to the Trust of any change in the ownership or management of the Adviser, or any event or action that may constitute a change in control.  The Adviser shall provide prompt notice of any change in the portfolio manager(s) responsible for the day-to-day management of the Funds.


2.

USE OF SUB-ADVISERS


You may delegate any or all of the responsibilities, rights or duties described above to one or more sub-advisers who shall enter into agreements with you, provided the agreements are approved and ratified (i) by the Board including a majority of the trustees who are not interested persons of you or of the Trust, cast in person at a meeting called for the purpose of voting on such approval, and (ii) if required under interpretations of the Investment Company Act of 1940, as amended (the "Act"), by the Securities and Exchange Commission or its staff, by vote of the holders of a majority of the outstanding voting securities of the applicable Fund (unless the Trust has obtained an exemption from the provisions of Section 15(a) of the Act).  Any such delegation shall not relieve you from any liability hereunder.

3.

ALLOCATION OF CHARGES AND EXPENSES

You will pay the compensation of any sub-adviser retained to provide advisory services with respect to securities pursuant to paragraph 2 above and the compensation and expenses of any persons rendering any services to the Trust who are directors, officers, employees, members or stockholders of your corporation or limited liability company and will make available, without expense to the Funds, the services of such of your employees as may duly be elected trustees or officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law.  Notwithstanding the foregoing, you are not obligated to pay the compensation or expenses of the Trust's Chief Compliance Officer, regardless of whether the Chief Compliance Officer is affiliated with the Adviser, nor expenses of any sub-adviser retained to provide advisory services with respect to non-security financial instruments.  The compensation and expenses of any trustees, officers and employees of the Trust who are not directors, officers, employees, members or stockholders of your corporation or limited liability company will be paid by the Funds.  You will pay all advertising, promotion and other distribution expenses incurred in connection with each Fund’s shares to the extent such expenses are not permitted to be paid by the Fund under any distribution expense plan or any other permissible arrangement that may be adopted in the future.

Each Fund will be responsible for the payment of all operating expenses of the Fund, including the compensation and expenses of any employees of the Trust and of any other persons rendering any services to the Fund (including any sub-adviser retained to provide advisory services with respect to non-security financial instruments); clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by the Fund in connection with the organization and initial registration of shares of the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of the Fund’s shares that the Fund is authorized to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by you.  Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which the Fund may be a party and indemnification of the Trust’s Trustees and officers with respect thereto.

You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

4.

COMPENSATION OF THE MANAGER

For all of the services to be rendered as provided in this Agreement, as of the last business day of each month, each Fund will pay you a fee based on the average value of the daily net assets of the Fund and paid at an annual rate as set forth on the Exhibit executed with respect to such Fund and attached hereto, less amounts paid to each Fund's respective subsidiary for substantially similar management and advisory services.  

The average value of the daily net assets of a Fund shall be determined pursuant to the applicable provisions of the Agreement and Declaration of Trust or a resolution of the Board of Trustees, if required.  If, pursuant to such provisions, the determination of net asset value of a Fund is suspended for any particular business day, then for the purposes of this paragraph, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the business day, or as of such other time as the value of the Fund’s net assets may lawfully be determined, on that day.  If the determination of the net asset value of a Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month).

5.

EXECUTION OF PURCHASE AND SALE ORDERS

In connection with purchases or sales of portfolio securities and financial instruments for the account of a Fund, it is understood that you (or the applicable sub-adviser retained pursuant to paragraph 2 above) will arrange for the placing of all orders for the purchase and sale of portfolio securities and financial instruments for the account with brokers or dealers selected by you (or the sub-adviser), subject to review of this selection by the Board of Trustees from time to time.  You (or the sub-adviser) will be responsible for the negotiation and the allocation of principal business and portfolio brokerage.  In the selection of such brokers or dealers and the placing of such orders, you (or the sub-adviser) are directed at all times to seek for the Funds the best qualitative execution, taking into account such factors as price (including the applicable brokerage commission or dealer spread), the execution capability, financial responsibility and responsiveness of the broker or dealer and the brokerage and research services provided by the broker or dealer.

You (or the sub-adviser) should generally seek favorable prices and commission rates that are reasonable in relation to the benefits received.  In seeking best qualitative execution, you (or the sub-adviser) are authorized to select brokers or dealers who also provide brokerage and research services to the Fund and/or the other accounts over which you exercise investment discretion.  You (or the sub-adviser are authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a Fund portfolio transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if you (or the sub-adviser) determine in good faith that the amount of the commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker or dealer.  The determination may be viewed in terms of either a particular transaction or your (or the sub-adviser’s) overall responsibilities with respect to the Fund and to accounts over which you (or the sub-adviser) exercise investment discretion.  The Funds and you (and the sub-adviser) understand and acknowledge that, although the information may be useful to the Funds and you (and the sub-adviser), it is not possible to place a dollar value on such information.  The Board of Trustees shall periodically review the commissions paid by each Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund.

A broker’s or dealer's sale or promotion of Fund shares shall not be a factor considered by your personnel responsible for selecting brokers to effect securities transactions on behalf of the Fund.  You and your personnel shall not enter into any written or oral agreement or arrangement to compensate a broker or dealer for any promotion or sale of Fund shares by directing to such broker or dealer (i) the Fund's portfolio securities transactions or (ii) any remuneration, including but not limited to, any commission, mark-up, mark down or other fee received or to be received from the Fund's portfolio transactions through such broker or dealer.  However, you may place Fund portfolio transactions with brokers or dealers that sell or promote shares of the Fund provided the Board of Trustees has adopted policies and procedures under Rule 12b-1(h) under the Act and such transactions are conducted in compliance with those policies and procedures.

Subject to the provisions of the Act, and other applicable law, you (or the sub-adviser), any of your (and the sub-adviser’s) affiliates or any affiliates of your (or the sub-adviser’s) affiliates may retain compensation in connection with effecting a Fund’s portfolio transactions, including transactions effected through others.  If any occasion should arise in which you (or the sub-adviser) give any advice to your clients (or clients of the sub-adviser) concerning the shares of a Fund, you (or the sub-adviser) will act solely as investment counsel for such client and not in any way on behalf of the Fund.  

6.

PROXY VOTING

You will vote all proxies solicited by or with respect to the issuers of securities in which assets of the Funds may be invested from time to time.  Such proxies will be voted in a manner that you deem, in good faith, to be in the best interest of the Funds and in accordance with your proxy voting policy.  You agree to provide a copy of your proxy voting policy, and any amendments thereto, to the Trust prior to the execution of this Agreement

7 .

CODE OF ETHICS

You have adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Act and will provide the Trust with a copy of the code and evidence of its adoption.  Within 45 days of the last calendar quarter of each year while this Agreement is in effect, you will provide to the Board of Trustees of the Trust a written report that describes any issues arising under the code of ethics since the last report to the Board of Trustees, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that you have adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code.

8.

SERVICES NOT EXCLUSIVE/USE OF NAME

Your (and any sub-adviser’s) services to a Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that you (or the sub-adviser) may render investment advice, management and other services to others, including other registered investment companies, provided, however, that such other services and activities do not, during the term of this Agreement, interfere in a material manner, with your ability to meet all of your obligations with respect to rendering services to the Funds.

The Trust and you acknowledge that all rights to the name “Compass” or any variation thereof belong to you, and that the Trust is being granted a limited license to use such words in its Fund name or in any class name.  In the event you cease to be the adviser to the Fund, the Trust’s right to the use of the name “Compass” shall automatically cease on the ninetieth day following the termination of this Agreement.  The right to the name may also be withdrawn by you during the term of this Agreement upon ninety (90) days’ written notice by you to the Trust.  Nothing contained herein shall impair or diminish in any respect, your right to use the name “Compass” in the name of, or in connection with, any other business enterprises with which you are or may become associated.  There is no charge to the Trust for the right to use this name.


9.

LIMITATION OF LIABILITY OF MANAGER

You may rely on information reasonably believed by you to be accurate and reliable.  Except as may otherwise be required by the Act or the rules thereunder, neither you nor your directors, officers, employees, shareholders, members, agents, control persons or affiliates of any thereof shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error of judgment, mistake of law, any act or omission connected with or arising out of any services rendered under, or payments made pursuant to, this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of your duties under this Agreement, or by reason of reckless disregard by any of such persons of your obligations and duties under this Agreement.

Any person, even though also a director, officer, employee, shareholder, member or agent of you, who may be or become a trustee, officer, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with your duties hereunder), to be rendering such services to or acting solely for the Trust and not as a director, officer, employee, shareholder, member, or agent of you, or one under your control or direction, even though paid by you.

10.

INSURANCE COVERAGE

At all times during the term of this Agreement, you will maintain an Errors & Omissions coverage, separately or jointly with the Trust, in an amount of at least $1,000,000 or such other amount as the Trust may determine.  Upon request, you will provide the Trust with proof of coverage issued by a reputable insurance company.

11.

DURATION AND TERMINATION OF THIS AGREEMENT

The term of this Agreement shall begin on the date of this Agreement for each Fund that has executed an Exhibit hereto as of the date of this Agreement and shall continue in effect with respect to each such Fund (and any subsequent Fund added pursuant to an Exhibit executed during the initial two-year term of this Agreement) for a period of two years from the commencement of operations of each such Fund, respectively.  This Agreement shall continue in effect from year to year thereafter, subject to termination as hereinafter provided, if such continuance is approved at least annually by (a) a majority of the outstanding voting securities of such Fund or by vote of the Trust’s Board of Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) by vote of a majority of the Trustees of the Trust who are not parties to this Agreement or “interested persons” of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval.  If a Fund is added pursuant to an Exhibit executed after the date of this Agreement as described above, this Agreement shall become effective with respect to that Fund upon execution of the applicable Exhibit and shall continue in effect for a period of two years from the date thereof and from year to year thereafter, subject to approval as described above.  

This Agreement may, on sixty (60) days written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board of Trustees, by a vote of a majority of the outstanding voting securities of the Fund, or by you.  This Agreement shall automatically terminate in the event of its assignment

12.

AMENDMENT OF THIS AGREEMENT

No provision of this Agreement may be changed, waived, discharged or terminated orally, and no amendment of this Agreement shall be effective until approved by the Board of Trustees, including a majority of the Trustees who are not interested persons of you or of the Trust, cast in person at a meeting called for the purpose of voting on such approval, and (if required under interpretations of the Act by the Securities and Exchange Commission or its staff) by vote of the holders of a majority of the outstanding voting securities of the Fund to which the amendment relates.

13.

LIMITATION OF LIABILITY TO TRUST PROPERTY

The term “name of Trust” means and refers to the Trustees from time to time serving under the Trust’s Agreement and Declaration of Trust as the same may subsequently thereto have been, or subsequently hereto be, amended.  It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of Trustees, officers, employees, agents or nominees of the Trust, or any shareholders of any series of the Trust, personally, but bind only the trust property of the Trust (and only the property of the applicable Fund), as provided in the Agreement and Declaration of Trust.  The execution and delivery of this Agreement have been authorized by the Trustees and shareholders of the applicable Fund and signed by officers of the Trust, acting as such, and neither such authorization by such Trustees and shareholders nor such execution and delivery by such officers shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust (and only the property of applicable Fund) as provided in its Agreement and Declaration of Trust.  

14.

SEVERABILITY

In the event any provision of this Agreement is determined to be void or unenforceable, such determination shall not affect the remainder of this Agreement, which shall continue to be in force.

15.

BOOKS AND RECORDS

In compliance with the requirements of Rule 31a-3 under the Act, you agree that all record which you maintain for the Trust are the property of the Trust and you agree to surrender promptly to the Trust such records upon the Trust’s request.  You further agree to preserve for the periods prescribed by Rule 31a-2 under the Act all records which you maintain for the Trust that are required to be maintained by Rule 31a-1 under the Act.

16.

QUESTIONS OF INTERPRETATION

(a)

This Agreement shall be governed by the laws of the State of Ohio.


(b)

For the purpose of this Agreement, the terms “assignment,” “majority of the outstanding voting securities,” “control” and “interested person” shall have their respective meanings as defined in the Act and rules and regulations thereunder, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under the Act; and the term “brokerage and research services” shall have the meaning given in the Securities Exchange Act of 1934.


(c)

Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the Act shall be resolved by reference to such term or provision of the Act and to interpretation thereof, if any, by the United States courts or in the absence of any controlling decision of any such court, by the Securities and Exchange Commission or its staff.  In addition, where the effect of a requirement of the Act, reflected in any provision of this Agreement, is revised by rule, regulation, order or interpretation of the Securities and Exchange Commission or its staff, such provision shall be deemed to incorporate the effect of such rule, regulation, order or interpretation.

17.

NOTICES

Any notices under this Agreement shall be in writing, addressed and delivered or mailed postage paid to the other party at such address as such other party may designate for the receipt of such notice.  Until further notice to the other party, it is agreed that the address of the Trust is 450 Wireless Boulevard, Hauppauge, NY 11788.  

18.

CONFIDENTIALITY

You agree to treat all records and other information relating to the Trust and the securities holdings of the Fund as confidential and shall not disclose any such records or information to any other person unless (i) the Board of Trustees of the Trust has approved the disclosure or (ii) such disclosure is compelled by law.  In addition, you, and your officers, directors and employees are prohibited from receiving compensation or other consideration, for themselves or on behalf of the Fund, as a result of disclosing the Fund’s portfolio holdings.  You agree that, consistent with your Code of Ethics, neither your nor your officers, directors or employees may engage in personal securities transactions based on nonpublic information about the Fund's portfolio holdings.

19.

COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

20.

  BINDING EFFECT

Each of the undersigned expressly warrants and represents that he has the full power and authority to sign this Agreement on behalf of the party indicated, and that his signature will operate to bind the party indicated to the foregoing terms.


21.

CAPTIONS

The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

If you are in agreement with the foregoing, please sign the form of acceptance on the accompanying counterpart of this letter and return such counterpart to the Trust, whereupon this letter shall become a binding contract upon the date thereof.


Yours very truly,


COMPASS EMP FUNDS TRUST



Dated: as of August 28, 2012

By: /s/ Stephen M. Hammers


Print Name: Stephen M. Hammers


Title: President



ACCEPTANCE:


The foregoing Agreement is hereby accepted.


COMPASS EFFICIENT MODEL PORTFOLIOS, LLC



Dated: as of August 28, 2012

By: /s/ Stephen M. Hammers


Print Name: Stephen M. Hammers


Title: Managing Partner






709545.2




Expense Limitation Agreement




August 28, 2012


To:

Compass EMP Funds Trust

450 Wireless Boulevard

Hauppauge, NY  11788


Dear Board Members:


You have engaged us to act as the sole investment adviser to the Compass EMP Funds Trust (the “Trust”), pursuant to a Management Agreement dated as of August 28, 2012 for the series of the Trust listed in Appendix A attached hereto (each a “Fund”).


Effective from the longer of one year following the effective date of each Fund’s registration statement or until October 31, 2013, 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 taxes, interest, brokerage commissions, acquired fund fees and expenses, 12b-1 distribution and/or servicing fees and extraordinary expenses, such as litigation or reorganization costs, but inclusive of organizational costs and offering costs) at the levels set forth in Appendix A attached hereto.  


Additionally, this Expense Limitation Agreement shall continue in effect for successive twelve-month periods provided that such continuance is specifically approved at least annually by a majority of the Trustees of the Trust and by Compass Efficient Model Portfolios, LLC.  Furthermore, 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 written notice, not to exceed 60 days, to Compass Efficient Model Portfolios, LLC.  This Expense Limitation Agreement will automatically terminate, with respect to a Fund listed in Appendix A if the Management Agreement for the Fund is terminated with such termination effective upon the effective date of the Management Agreement’s termination for the Fund (except that Compass Efficient Model Portfolios, LLC shall maintain its right to repayment if the termination of Management Agreement is caused by a change in control of Compass Efficient Model Portfolios, LLC).  This Expense Limitation Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.  


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 (provided Compass Efficient Model Portfolios, LLC continues to serve as investment adviser to the respective Fund), 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.



712951.3


Expense Limitation Agreement





Yours Very Truly,


COMPASS EFFICIENT MODEL PORTFOLIOS, LLC


By: /s/ Stephen M. Hammers

Print Name: Stephen M. Hammers

Title: Managing Partner

Date: August 28, 2012


ACCEPTANCE:

The foregoing Agreement is hereby accepted.


COMPASS EMP FUNDS TRUST


By: /s/ Stephen M. Hammers

Print Name: Stephen M. Hammers

Title: President

Date: August 28, 2012







UNDERWRITING AGREEMENT



Between



COMPASS EMP FUNDS TRUST


and


                                        

NORTHERN LIGHTS DISTRIBUTORS, LLC














INDEX



1.

APPOINTME NT OF NLD AND DELIVERY OF DOCUMENTS

2.

NATURE OF DUTIES

3.

OFFERING OF SHARES

4.

LICENSED REPRESENTATIVES OF THE FUNDS.

5.

REPURCHASE OR REDEMPTION OF SHARES BY THE TRUST

6.

DUTIES AND REPRESENTATIONS OF NLD

7.

DUTIES AND REPRESENTATIONS OF THE TRUST

8.

INDEMNIFICATION OF NLD BY THE TRUST

9.

INDEMNIFICATION OF THE TRUST BY NLD

10.

NOTIFICATION BY THE TRUST

11.

COMPENSATION AND EXPENSES

12.

SELECTED DEALER AND SELECTED AGENT AGREEMENTS

13.

CONFIDENTIALITY

14.

EFFECTIVENESS AND DURATION

15.

DISASTER RECOVERY

16.

DEFINITIONS

17.

MISCELLANEOUS


ATTACHED SCHEDULES


SCHEDULE A

SCHEDULE B




 




UNDERWRITING AGREEMENT



THIS UNDERWRITING AGREEMENT made the 12 th day of July 2012 by and between COMPASS EMP FUNDS TRUST, a Delaware statutory trust, having its principal office and place of business at 17605 Wright Street, Omaha, Nebraska 68130 (the “Trust”), and NORTHERN LIGHTS DISTRIBUTORS, LLC , a Nebraska limited liability company having its principal office and place of business at 17605 Wright Street, Omaha, Nebraska 68130 (“NLD”).


WHEREAS , the Trust is offering shares of beneficial interest (the “Shares”) in separate investment portfolios as set forth on Schedule A , as may be amended from time to time (each a “Fund”), and each a series of the Trust; and


WHEREAS , the Trust is an open-end management investment company registered with the United States Securities and Exchange Commission under the 1940 Act; and


WHEREAS , NLD is registered under the Securities Exchange Act, as a broker-dealer and is engaged in the business of selling shares of registered investment companies either directly to purchasers or through other financial intermediaries; and


WHEREAS , the Trust desires that NLD offer, as principal underwriter, the Shares of the Funds to the public and NLD is willing to provide those services on the terms and conditions set forth in this Agreement in order to promote the growth of the Funds and facilitate the distribution of the Shares;


NOW THEREFORE , for and in consideration of the mutual covenants and agreements contained herein, the Trust and NLD hereby agree as follows:


1.

APPOINTMENT OF NLD AND DELIVERY OF DOCUMENTS


(a)

The Trust hereby appoints NLD, and NLD hereby agrees, to act as principal underwriter and distributor of the Shares of the Funds for the period and on the terms set forth in this Agreement. In connection therewith, the Funds have delivered to NLD current copies of:


(i)

the Trust’s Agreement and Declaration of Trust and By-laws (the “Organizational Documents”);


(ii)

the Trust’s current Registration Statement;


(iii)

the Trust’s  notification of registration under the 1940 Act on Form N-8A as filed with the SEC;


(iv)

the Trust’s current Prospectus and Statement of Additional Information (as currently in effect and as amended or supplemented, the “Prospectus”);  


(v)

any current plan of distribution or similar document adopted by the Funds under Rule 12b-1 under the 1940 Act (“Plan”) and each current shareholder service plan or similar document adopted by the  Trust (“Service  Plan”).


(a)

The Trust shall promptly furnish NLD with:


(i)

all amendments of or supplements to the foregoing; and


(ii)

a copy of the resolution of the Board appointing NLD and authorizing the execution and delivery of this Agreement.

2.

NATURE OF DUTIES


(a)

NLD shall act as distributor of the Funds except that the rights given under this Agreement to NLD shall not apply to: (i) Shares issued in connection with the merger, consolidation or reorganization of any other investment company or series or class thereof with a Fund or class thereof; (ii) the Trust’s acquisition by purchase or otherwise of all or substantially all of the assets or stock of any other investment company or series or class thereof; (iii) the reinvestment in Shares by the Funds’ shareholders of dividends or other distributions; or (iv) any other offering by the Funds of securities to its shareholders (collectively "exempt transactions").


(b)

Notwithstanding the foregoing, NLD is and may in the future distribute shares of other investment companies including investment companies having investment objectives similar to those of the Funds. The Funds further understand that existing and future investors in the Funds may invest in shares of such other investment companies. The Funds agree that the services that NLD provides to such other investment companies shall not be deemed in conflict with its duties to the Funds under this Agreement.

 

3.

OFFERING OF SHARES


(a)

NLD shall have the right to buy from the Funds the Shares needed to fill unconditional orders for Shares of the Funds placed with NLD by investors or selected dealers or selected agents (each as defined in Section 12 hereof) acting as agent for their customers or on their own behalf. Alternatively, NLD may act as the Funds’ agent, to offer, and to solicit offers to subscribe to, Shares of the Funds.


(b)

The price that NLD shall pay for Shares purchased from the Funds shall be the NAV used in determining the Public Offering Price on which the orders are based. Shares purchased by NLD are to be resold by NLD to investors at the respective Public Offering Price(s), or to selected dealers or selected agents acting in accordance with the terms of selected dealer or selected agent agreements described in Section 12 of this Agreement. The Funds will advise NLD of the NAV(s) each time that it is determined by the Funds, or its designated agent, and at such other times as NLD may reasonably request.


(c)

NLD will promptly forward all orders and subscriptions to the Funds or its designated agent.  All orders and all subscriptions shall be directed to the Funds for acceptance and shall not be binding until accepted by the Funds. Any order or subscription may be rejected by the Funds; provided, however, that the Funds will not arbitrarily or without reasonable cause refuse to accept or confirm orders or subscriptions for the purchase of Shares. The Funds or its designated agent will confirm orders and subscriptions upon their receipt, will make appropriate book entries and, upon receipt by the Funds or its designated agent of payment therefore, will issue such Shares in uncertificated form pursuant to the instructions of NLD. NLD agrees to cause such payment and such instructions to be delivered promptly to the Funds or its designated agent.


(d)

The Funds reserve the right to suspend the offering of Shares of the Funds at any time in the absolute discretion of the Board, and upon notice of such suspension NLD shall cease to offer Shares of the Funds specified in the notice.


(e)

No Shares shall be offered by either NLD or the Funds under any of the provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Funds if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the Securities Act, or if and so long as a current Prospectus, as required by Section 10(b) of the Securities Act, as amended, is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way limit the Funds’ obligation to repurchase Shares from any shareholder in accordance with the provisions of the Fund's Organizational Documents or the Prospectus applicable to the Shares.

 

4.

LICENSED REPRESENTATIVES OF THE FUNDS.


At the request of the Trust, a Fund, a Fund’s sponsor, adviser or affiliate, NLD may license certain designated employees as a “registered representative” and maintain their licensed status in accordance with FINRA rules and regulations including the following:


(a)

Filing Form U-4’s and fingerprint submission and processing renewals and terminations


(b)

On-going compliance updates and training


(c)

Preparation of materials and training for compliance with FINRA continuing education requirements


(d)

Supervision of registered representatives


NLD reserves the right in its sole discretion to refuse to register or maintain the registration for any individual and otherwise impose any requirements, fees or limitations on licensed persons.   

 

5.

REPURCHASE OR REDEMPTION OF SHARES BY THE TRUST


(a)

Any of the outstanding Shares of the Funds may be tendered for redemption at any time, and the Funds agree to redeem or repurchase the Shares so tendered in accordance with its obligations as set forth in the Organizational Documents and the Prospectus relating to the Shares.


(b)

The Funds or its designated agent shall pay:


(i)

 the total amount of the redemption price consisting of the NAV less any applicable redemption fee to the redeeming shareholder or its agent, and


(ii)

except as may be otherwise required by FINRA Rules, any applicable deferred sales charges to NLD in accordance with NLD’s instructions on or before the fifth business day (or such other earlier business day as is customary in the investment company industry) subsequent to the Trust or its agent having received the notice of redemption in proper form.


(c)

Redemption of Shares or payment therefore may be suspended at times when the New York Stock Exchange is closed for any reason other than its customary weekend or holiday closings, when trading thereon is restricted, when an emergency exists as a result of which disposal by the Funds of securities owned by the Funds is not reasonably practicable or it is not reasonably practicable for the Funds fairly to determine the value of the Funds’ net assets, or during any other period when the SEC so requires or permits.


6.

DUTIES AND REPRESENTATIONS OF NLD


(a)

NLD shall use reasonable efforts to facilitate the sale of Shares of the Funds upon the terms and conditions contained herein and in the then current Prospectus.  NLD shall devote reasonable time and effort to facilitate the distribution of Fund shares but shall not be obligated to sell any specific number of Shares.  The services of NLD to the Funds hereunder are not to be deemed exclusive, and nothing herein contained shall prevent NLD from entering into like arrangements with other investment companies so long as the performance of its obligations hereunder is not impaired thereby.


(b)

NLD will execute and deliver agreements with broker/dealers, financial institutions and other industry professionals based on forms of agreement approved from time to time by the Board with respect to shares of the Funds, including but not limited to forms of sales support agreements and shareholder servicing agreements approved in connection with any distribution and/or servicing plan approved in accordance with Rule 12b-1 under the 1940 Act.


(c

NLD shall be responsible for reviewing and providing advice and counsel on, and filing with FINRA, all sales literature (e.g., advertisements, brochures and shareholder communications, including a Fund’s website) with respect to the Funds.  All costs associated with advertising filings shall be paid by the Funds.  NLD will forward all FINRA comments on marketing materials to the Trust for incorporation into such materials and the sole responsibility for incorporation of such comments shall remain with the Trust; provided, however, that the Trust shall provide all factual content, opinion, and other content for such materials and NLD shall not be responsible for the accuracy of the content of such materials, when used thereafter by the Trust or any person authorized by the Trust to use such material; nor shall NLD be responsible for the filing or content of any such materials used by third parties without the authorization of NLD; and provided further that NLD shall not be responsible for filing any materials that fall within the definition of advertising and sales literature if such materials are not provided to NLD in a form suitable for filing in a timely manner.  In addition, NLD will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Funds.


(d)

NLD will forward all sales related complaints concerning the Funds to the Trust.


(e)

NLD will provide assistance in the preparation of quarterly board materials with regard to sales and other distribution related data reasonably requested by the Trust’s Board.  


(f)

All activities by NLD and its agents and employees as distributor of Shares shall comply with all applicable laws, rules and regulations, including, without limitation, the 1940 Act, the Securities Act, the Securities Exchange Act, and FINRA Rules, all rules and regulations made or adopted pursuant to the 1940 Act by the SEC or any securities association registered under the Securities Exchange Act.


(g)

In selling Shares of the Funds, NLD shall use its best efforts in all material respects duly to conform with the requirements of all federal and state laws relating to the sale of the Shares.  Neither NLD, any selected dealer, any selected agent nor any other person is authorized by the Funds to give any information or to make any representations other than as is contained in a Fund’s Prospectus or any advertising materials or sales literature specifically approved in writing by the Funds or their agents.


(h)

NLD shall adopt and follow procedures for the confirmation of sales to investors and selected dealers or selected agents, the collection of amounts payable by investors and selected dealers or selected agents on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA.


(i)

NLD represents and warrants to the Trust that:


(i)

It is a limited liability company duly organized and existing and in good standing under the laws of the State of Nebraska and it is duly qualified to carry on its business in the State of Nebraska;


(ii)

It is empowered under applicable laws and by its Articles of Organization to enter into and perform this Agreement;


(iii)

All requisite actions have been taken to authorize it to enter into and perform this Agreement;


(iv)

It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement;


(v)

This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of NLD, enforceable against NLD in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;


(vi)

It is registered under the Securities Exchange Act with the SEC as a broker-dealer, it is a member in good standing of FINRA, it will abide by FINRA Rules, and it will notify the Trust if its membership in FINRA is terminated or suspended; and


(vii)

Its selling agreements will require that selling agents comply with applicable anti-money laundering laws, regulations, rules and government guidance, including the reporting, record keeping and compliance requirements of the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules.


(j)

Notwithstanding anything in this Agreement, including the Schedules, to the contrary, NLD makes no warranty or representation as to the number of selected dealers or selected agents with which it has entered into agreements in accordance with Section 12 hereof, as to the availability of any Shares to be sold through any selected dealer, selected agent or other intermediary or as to any other matter not specifically set forth herein.

 

7.

DUTIES AND REPRESENTATIONS OF THE TRUST


(a)

The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request.


(b)

The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement.


(c)

The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not  be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification.


(d)

The Trust represents and warrants to NLD that:


(i)

It is a business trust duly organized and existing and in good standing under the laws of the state of Delaware;


(ii)

It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement;


(iii)

All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement;


(iv)

It is an open-end management investment company registered with the SEC under the 1940 Act;


(v)

All Shares, when issued, shall be validly issued, fully paid and non-assessable;


(vi)

This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;


(vii)

The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust;


(viii)

The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale;


(ix)

The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder;


(x)

The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein  or necessary to make the statements  therein not misleading to a purchaser of Shares;


(xi)

It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments");


(xii)

It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional;


(xiii)

All Shares of the Fund are properly registered in the states as required by applicable state laws;


(xiv)

Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue  statement  of a material  fact or will omit to state a material fact required to be stated  therein or necessary to make the statements therein not misleading to a purchaser of the Shares;


(xv)

In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status;


(xvi)

It has adopted necessary procedures to comply with the BSA, as amended by the USA PATRIOT Act its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers; and


(xvii)

NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.  

 

8.

INDEMNIFICATION OF NLD BY THE TRUST


(a)

The Trust authorizes NLD and any dealers with whom NLD has entered into dealer agreements to use the latest Prospectus in the form furnished by the Trust in connection with the sale of Shares.  The Trust agrees to indemnify, defend and hold NLD, its several officers and managers, and any person who controls NLD within the meaning of Section 15 of the Securities Act free and harmless from and against any and all claims, demands, liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which NLD, its officers and managers, or any such controlling persons, may incur under the Securities Act, the 1940 Act, or common law or otherwise, arising out of or based upon:


(i)

any untrue statement, or alleged untrue statement, of a material fact required to be stated in either any Registration Statement or any Prospectus,


(ii)

the breach of any representations, warranties or obligations set forth herein,


(iii)

any omission, or alleged omission, to state a material fact required to be stated in any Registration Statement or any Prospectus or necessary to make the statements in any of them not misleading,


(iv)

the Trust’s  failure to maintain an effective Registration Statement and Prospectus with respect to Shares of the Funds that are the subject of the claim or demand,


(v)

the Trust’s failure to provide NLD with advertising or sales materials to be filed with FINRA on a timely basis or use of marketing materials that are false or misleading,


(vi)

the Trust’s failure to properly register Fund Shares under applicable state laws, or


(vii)

all reasonable actions taken by NLD hereunder, including all actions resulting from NLD’s reliance on instructions received from an officer, agent or legal counsel of the Trust.


(b)

 The Trust’s agreement to indemnify NLD, its officers or managers, and any such controlling person will not be deemed to cover any such claim, demand, liability or expense to the extent that it arises out of or is based upon:


(i)

any such untrue statement, alleged untrue statement, omission or alleged omission made in any Registration Statement or any Prospectus in reliance upon information furnished by NLD, its officers, managers or any such controlling person to the Fund or its representatives for use in the preparation thereof, or


(ii)

willful misfeasance, bad faith or gross negligence in the performance of NLD’s duties, or by reason of NLD’s reckless disregard of its obligations and duties under this Agreement ("Disqualifying Conduct").  


(c)

The Trust’s agreement to indemnify NLD, its officers and managers, and any such controlling person, as aforesaid, is expressly conditioned upon the Trust’s being notified of any action brought against NLD, its officers or managers, or any such controlling person, such notification to be given by letter, by facsimile or by telegram addressed to the Trust at the address set forth above within a reasonable period of time after the summons or other first legal process shall have been served; provided, however, that the failure to notify the Trust of any such action shall not relieve the Trust  from any liability which the Trust  may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of the Trust’s indemnity agreement contained in this Section.  


(d)

The Trust will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the Trust and approved by NLD, which approval shall not be unreasonably withheld.  If the Trust elects to assume the defense of any such suit and retain counsel of good standing approved by NLD, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Trust does not elect to assume the defense of any such suit, the Trust will reimburse NLD, its officers and managers, or the controlling person or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by them.


(e)

The Trust’s indemnification agreement contained in this Section and the Funds’ representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of NLD, its officers and managers, or any controlling person, and shall survive the delivery of any Shares. This agreement of indemnity will inure exclusively to NLD’s benefit, to the benefit of its several officers and managers, and their respective estates, and to the benefit of any controlling persons and their successors. The Trust agrees promptly to notify NLD of the commencement of any litigation or proceedings against the Trust or any of its officers or Board members in connection with the issue and sale of Shares.

 

9.

INDEMNIFICATION OF THE TRUST BY NLD


(a)

NLD agrees to indemnify, defend and hold the Trust, its several officers and Board members, and any person who controls the Trust within the meaning of Section 15 of the Securities Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which the Trust, its officers or Board members, or any such controlling person, may incur under the Securities Act, the 1940 Act, or under common law or otherwise, but only to the extent that such liability or expense incurred by the Trust , its officers or Board members, or such controlling person results from such claims or demands:

(i)

arising out of or based upon statements or representations made by NLD which are unauthorized by the Trust or its agents in any sales literature or advertisements or any Disqualifying Conduct by NLD in connection with the offering and sale of any Shares, or


(ii)

arising out of or based upon any untrue, or alleged untrue, statement of a material fact contained in information furnished in writing by NLD to a Fund specifically for use in the Trust’s  Registration Statement and used in the answers to any of the items of the Registration Statement or in the corresponding statements made in the Prospectus, or shall arise out of or be based upon any omission, or alleged omission, to state a material fact in connection with such information furnished in writing by NLD to the Trust  and required to be stated in such answers or necessary to make such information not misleading.  


(b)

NLD’s agreement to indemnify the Trust, its officers and Trustees, and any such controlling person, as aforesaid, is expressly conditioned upon NLD’s being notified of any action brought against the Trust, its officers or Trustees, or any such controlling person, such notification to be given by letter, by facsimile or by telegram addressed to NLD at its address set forth above within a reasonable period of time after the summons or other first legal process shall have been served.


(c)

The failure to notify NLD of any such action shall not relieve NLD from any liability which it may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of NLD’s indemnity agreement contained in this Section.


(d)

NLD will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by NLD and approved by the Trust, which approval shall not be unreasonably withheld.  If NLD elects to assume the defense of any such suit and retain counsel of good standing approved by the Trust the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in the case NLD does not elect to assume the defense of any such suit, NLD will reimburse the Trust, the Trust’s officers and directors, or the controlling person or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by the Trust or them.


NLD’s indemnification agreement contained in this Section and NLD’s representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any investigation made by NLD or on behalf of NLD, its officers and managers, or any controlling person, and shall survive the delivery of any Shares. This agreement of indemnity will inure exclusively to the Trust’s benefit, to the benefit of the Trust’s officers and Trustees, and their respective estates, and to the benefit of any controlling persons and their successors. NLD agrees promptly to notify the Trust of the commencement of any litigation or proceedings against NLD or any of its officers or managers in connection with the issue and sale of Shares.

 

10.

NOTIFICATION BY THE TRUST


(a)

The Trust agrees to advise NLD as soon as reasonably practical:


(i)

of any request by the SEC for amendments to the Registration Statement or any Prospectus then in effect;


(ii)

of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or any Prospectus then in effect or of the initiation of any proceeding for that purpose;


(iii)

of the happening of any event that makes untrue any statement of a material fact made in the Registration Statement or any Prospectus then in effect or which requires the making of a change in such Registration Statement or Prospectus in order to make the statements therein not misleading;


(iv)

of all actions of the SEC with respect to any amendment to any Registration Statement or any Prospectus which may from time to time be filed with the SEC;


(v)

if a current Prospectus is not on file with the SEC;  and


(vi)

of all advertising, sales materials and other communications with the public required to be filed with FINRA. This obligation shall extend to all revisions of such communications.


For purposes of this section, informal requests by or acts of the Staff of the SEC shall not be deemed actions of or requests by the SEC.

 

11.

COMPENSATION AND EXPENSES


(a)

In consideration of NLD’s services hereunder, each Fund agrees to pay, or cause such Fund’s adviser to pay to NLD the fees set forth in Schedule B , attached hereto.  The monthly Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by NLD, for the applicable month, as set forth below:  


(i)

any applicable sales charge assessed upon investors in connection with the purchase of Shares;


(ii)

from each Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;


(iii)

from each Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and


(iv)

from each Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").

 

(b)

The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to NLD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed NLD by the Trust under this Agreement.  All fees set forth herein shall be due and payable upon receipt of invoice and shall be considered late if payment is not received by NLD within fifteen (15) days of the Fund’s receipt of the invoice.  Payments not received within fifteen (15) days may be assessed interest at the maximum amount permitted by law.  


(c)

The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders).


The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not NLD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and NLD pursuant to Section 7(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 7(c) hereof; and (v) payable for standard transmission costs,  including costs imposed by the National Securities Clearing Corporation.  NLD shall pay all expenses relating to NLD's broker-dealer qualification.

 

12.

SELECTED DEALER AND SELECTED AGENT AGREEMENTS


NLD shall have the right to enter into selected dealer agreements with securities dealers of its choice ("selected dealers") and selected agent agreements with depository institutions and other financial intermediaries of its choice ("selected agents") for the sale of Shares and to fix therein the portion of the sales charge, if any, that may be allocated to the selected dealers or selected agents; provided, that the Trust shall approve the forms of agreements with selected dealers or selected agents and shall review and approve the compensation set forth therein. A form selling agreement for the Funds is attached hereto.  Selected dealers and selected agents shall resell Shares of the Funds at the Public Offering Price(s) set forth in the Prospectus relating to the Shares. Within the United States, NLD shall offer and sell Shares of the Funds only to selected dealers that are members in good standing of FINRA.  

 

13.

CONFIDENTIALITY


NLD agrees to treat all records and other information related to the Trust as proprietary information of the Trust and, on behalf of itself and its employees, to keep confidential all such information, except that NLD may:


(a)

Prepare or assist in the preparation of periodic reports to shareholders and regulatory bodies such as the SEC;


(b)

provide information  typically supplied in the investment company industry to companies that track or report price,  performance or other information regarding investment companies; and


(c)

release such other  information  as  approved in writing by the Funds, which approval shall not be unreasonably withheld.


NLD may release any information regarding the Trust without the consent of the Trust if NLD reasonably believes that it may be exposed to civil or criminal legal proceedings for failure to comply, when requested to release any information by duly constituted authorities or when so requested by the Trust. Each party agrees to comply with Regulation S-P under the Gramm-Leach-Bliley Act.


14.

EFFECTIVENESS AND DURATION


(a)

This Agreement shall become effective as of the date hereof and will continue for an initial two-year term and will continue thereafter so long as such continuance is specifically approved at least annually (i) by the Trust’s Board or (ii) by a vote of a majority of the Shares of the Trust, provided that in either event its continuance also is approved by a majority of the Board members who are not "interested persons" of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.


(b)

This agreement is terminable, without penalty, on sixty (60) days' notice, by the Board, by vote of a majority of the outstanding voting securities of such Trust, or by NLD.


(c)

This Agreement will automatically and immediately terminate in the event of its "assignment."


(d)

NLD agrees to notify the Trust immediately upon the event of NLD’s expulsion or suspension by FINRA.  This Agreement will automatically and immediately terminate in the event of NLD’s expulsion or suspension by FINRA.

 

15.

DISASTER RECOVERY


 

NLD shall maintain disaster recovery procedures in effect making reasonable provisions for the storage and retrieval of information maintained in NLD’s possession.  

 

16.

DEFINITIONS


As used in this Agreement, the following terms shall have the meaning set forth below:


(a)

The “Board" means the Board of Trustees of the Trust.


(b)

“Fund Business Day” means any day on which the NAV of Shares of each Fund is determined as stated in the then current Prospectus.


(c)

“FINRA Rules” means the Constitution, By-Laws, and Rules of Fair Practice of the Financial Industry Regulatory Authority, Inc. ("FINRA") and any interpretations thereof.


(d)

“NAV” means the net asset value per Share of each Fund as determined by each Fund, or its designated agent, in accordance with and at the times indicated in the applicable Prospectus of the Fund on each Fund Business Day in accordance with the method set forth in the Prospectus and guidelines established by the Board.


(e)

“Public Offering Price” means the price per Share of each Fund at which NLD or selected dealers or selected agents may sell Shares to the public or to those persons eligible to invest in Shares as described in the Prospectus of the Fund, determined in accordance with such Prospectus under the Securities Act relating to such Shares.


(f)

“Prospectus” means the current prospectus and statement of additional information of each Fund, as currently in effect and as amended or supplemented.


(g)

“Registration Statement” means the Fund’s Registration Statement on Form N-1A and all amendments thereto filed with the SEC.


(h)

“SEC” means the U.S.  Securities and Exchange Commission.


(i)

“Securities Act” means the Securities Act of 1933, as amended.


(j)

 “Securities Exchange Act” means the Securities Exchange Act of 1934, as amended.


(k)

“1940 Act” means the Investment Company Act of 1940, as amended.


(l)

The terms "majority of the outstanding voting securities," "interested person" and "assignment" shall have the same meanings as such terms have in the 1940 Act.

 

17.

MISCELLANEOUS


(a)

No provision of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties.


(b)

This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of Nebraska.


(c)

This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.


(d)

The parties may execute this Agreement or any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.


(e)

If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected by such determination, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid.


(f)

In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other party resulting from such failure to perform or otherwise from such causes.


(g)

NLD shall not be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by NLD or its affiliates.  


(h)

Any controversy or claim arising out of, or related to, this Agreement, its termination or the breach thereof, shall be settled by binding arbitration by three arbitrators (or by fewer arbitrator(s), if the parties subsequently agree to fewer) in the State of Nebraska, in accordance with FINRA rules, and the arbitrators’ decision shall be binding and final, and judgment upon the award rendered may be entered in any court having jurisdiction thereof.


(i)

Section and paragraph headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.


(j)

All notices and other communications hereunder shall be in writing, shall be deemed to have been given when received, and shall be given to the following addresses (or such other addresses as to which notice is given):


To the Trust:

To NLD:


Compass EMP Funds Trust

Northern Lights Distributors, LLC

Attn: President

            Attn: President

17605 Wright Street

17605 Wright Street

Omaha, NE 68130

Omaha, NE  68130


(k)

Notwithstanding any other provision of this Agreement, the parties agree that the assets and liabilities of each Fund of the Trust are separate and distinct from the assets and liabilities of each other Fund and that no Fund shall be liable or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwise.


(l)

Each of the undersigned expressly warrants and represents that they have full power and authority to sign this Agreement on behalf of the party indicated and that their signature will bind the party indicated to the terms hereof.



IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized persons, as of the day and year first above written.



COMPASS EMP FUNDS TRUST

NORTHERN LIGHTS DISTRIBUTORS, LLC



By:   /s/ Stephen Hammers

                                                 By:   /s/ Brian Nielsen


        Stephen Hammers

Brian Nielsen

        President

President





 




UNDERWRITING AGREEMENT

Schedule A


Fund Name

Adviser

Sub-Adviser

Approval Date

Compass EMP U.S. Large Cap 500 Volatility Weighted Fund

Compass Efficient Model Portfolios, LLC

N/A

7/12/2012

Compass EMP U.S. Small Cap 500 Volatility Weighted Fund

Compass Efficient Model Portfolios, LLC

N/A

7/12/2012

Compass EMP International 500 Volatility Weighted Fund

Compass Efficient Model Portfolios, LLC

N/A

7/12/2012

Compass EMP Emerging Market 500 Volatility Weighted Fund

Compass Efficient Model Portfolios, LLC

N/A

7/12/2012

Compass EMP REIT Hedged Volatility Weighted Fund

Compass Efficient Model Portfolios, LLC

N/A

7/12/2012

Compass EMP U.S. Equity Hedged Volatility Weighted Fund

Compass Efficient Model Portfolios, LLC

N/A

7/12/2012

Compass EMP U.S. Equity Long/Short Fund

Compass Efficient Model Portfolios, LLC

N/A

7/12/2012

Compass EMP International Equity Hedged Volatility Weighted Fund

Compass Efficient Model Portfolios, LLC

N/A

7/12/2012

Compass EMP International Equity Long/Short Fund

Compass Efficient Model Portfolios, LLC

N/A

7/12/2012

Compass EMP Commodity Long/Short Strategies Fund

Compass Efficient Model Portfolios, LLC

N/A

7/12/2012

Compass EMP Commodity Strategies Volatility Weighted Fund

Compass Efficient Model Portfolios, LLC

N/A

7/12/2012

Compass EMP Managed Futures Strategy Fund

Compass Efficient Model Portfolios, LLC

N/A

7/12/2012

Compass EMP U.S. Hedged Bond Fund

Compass Efficient Model Portfolios, LLC

N/A

7/12/2012

Compass EMP International Hedged Bond Fund

Compass Efficient Model Portfolios, LLC

N/A

7/12/2012

Compass EMP U.S. Enhanced Bond Fund

Compass Efficient Model Portfolios, LLC

N/A

7/12/2012

Compass EMP International Enhanced Bond Fund

Compass Efficient Model Portfolios, LLC

N/A

7/12/2012

Compass EMP Ultra Short-Term Fixed Income Fund

Compass Efficient Model Portfolios, LLC

N/A

7/12/2012









[EXE2001.JPG]

SELLING AGREEMENT



Northern Lights Distributors, LLC (the “Distributor”) serves as the principal underwriter of shares of the Compass EMP Funds Trust (the “Trust”), an open-end investment company in series form, shares of which companies are distributed by Distributor at their respective net asset values plus sales charges as applicable, pursuant to a written agreement (the “Underwriting Agreement”).  Distributor invites you (the “Company”) to participate as a non-exclusive agent in the distribution of shares of any and all of the funds subject to Distributor’s Underwriting Agreement, that are a part of, or may become a part of, the Trust 1 (each, a “Fund,” together the “Funds”) upon the following terms and conditions:


Section 1. Sale and Redemption of Fund Shares


(a)

Company shall offer and sell such shares only at the public offering price which shall be currently in effect, in accordance with the terms of the current Prospectus 2 .  The applicable public offering price may reflect scheduled variations in, or the elimination of, sales charges or concessions on sales of the Fund’s shares, as described in the Prospectus.  Company agrees that it will apply any scheduled variation in, or elimination of, any sales charge or concession uniformly to all offerees in a class as specified in the Prospectus.  Company agrees to act only as agent in such transactions and nothing in this agreement shall constitute either Distributor or Company as agent of the other or shall constitute Company or the Trust as agent of the other.  

 

                                                                                       

1  A current Schedule of Funds that are part of the Distributor’s Underwriting Agreement may be obtained on the Distributor’s website at www.nldistributors.com


2 As used in this agreement, the term “Prospectus” means that applicable Fund’s prospectus and related statement of additional information, whether in paper or electronic format, included in the Fund’s then currently effective registration statement (or post-effective amendment thereto), and any information that Distributor or the Fund may provide to you as a supplement to such prospectus or statement of additional information, all as filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as may be amended.


 


(b)

As a selected dealer in Fund shares, Company is authorized and agrees to transmit orders for purchases and redemptions, or any other requested actions with respect to Fund shares, to the Fund’s transfer agent.  Procedures related to the transmission and handling of orders for Fund share transactions (including the applicable price and effective time of orders) will be governed by applicable law, the terms of the Prospectus, the relevant account application(s) and any written instructions that Distributor may periodically issue to Company.  In all transactions in Fund shares between Company and Distributor, Distributor is acting as agent for the Trust and not as principal.  All orders are subject to acceptance by Distributor and become effective only upon confirmation by Distributor.  Distributor reserves the right in its sole discretion to reject any order.  Company agrees to submit orders for Fund share transaction only in compliance with the terms and conditions in the Prospectus.  


(c)

Company further agrees to provide certain services in order to promote the sale of shares of the Funds, including but not limited to: answering routine inquiries concerning a Fund; assisting in the maintenance of accounts or sub-accounts in a Fund; processing purchase or redemption transactions; making a Fund’s investment plans and shareholder services available; and providing such other information and services to investors in shares of the Funds as Distributor or the Trust, on behalf of a Fund, may reasonably request.  


(d)

With respect to Funds the shares of which are indicated in the Prospectus as being sold with a sales charge, Company will be allowed the concessions from the public offering price provided in the Prospectus and/or periodic written correspondence from Distributor.  With respect to Funds the shares of which are indicated in the Prospectus as being sold with a contingent deferred sales, early withdrawal or similar charge, Company will be paid a commission or concession as disclosed in the Prospectus and/or periodic written correspondence from Distributor.  Any such sales charges or discounts may be subject to reductions under a variety of circumstances as described in the Prospectus.  If a customer qualifies for a reduced sales charge as described in the Prospectus, Company agrees to offer and sell Fund shares to such customer at the applicable reduced sales charge.  To obtain these reductions, Distributor must be notified when the sale takes place which would qualify for the reduced charge.  There will be no sales charge paid or discount allowed (if any) on the reinvestment of any dividends or distributions in additional Fund shares.

(e)

All purchases of shares of a Fund made under any cumulative purchase privilege as set forth in the Prospectus shall be considered an individual transaction for the purpose of determining any sales concession from the public offering price to which Company may be entitled as set forth in the Prospectus.  


(f)

As each Fund’s agent, Distributor shall sell shares to Company for the account of its customers or for its own bona fide investment.  Company agrees that its transactions in shares of the Fund will be limited to (i) the purchase of shares from Distributor for resale to customers at the applicable public offering price or for Company’s own bona fide investment; (ii) exchanges of shares between Funds to the extent permitted by the Prospectus and in accordance with any written instructions from Distributor; and (iii) transactions involving the redemption of shares by a Fund or the repurchase of shares by Distributor as an accommodation to shareholders or as applicable through tender offers.  Company agrees to sell Fund shares only to (i) Company’s customers at the applicable public offering price, as determined in accordance with the Prospectus or (ii) Distributor (or the Fund itself) at the applicable redemption price, as determined in accordance with the Prospectus.  Company agrees to purchase shares of the Funds only from (i) Company’s customers at the applicable redemption price, as determined in accordance with the Prospectus or (ii) Distributor (or the Fund itself) at the applicable public offering price, as determined in accordance with the Prospectus.


(g)

Company agrees not to purchase any Fund shares from its customers at a price lower than the applicable redemption price, determined in accordance with the Prospectus.     Company represents that any order, instruction and/or related information transmitted to Distributor by Company for a Fund share transaction has been authorized by Company’s customers or is being requested for Company’s own investment purposes.  Any Fund share transaction order that Company places with Distributor or a Fund is subject to the timely receipt by the Fund’s transfer or other designated agent of all required documents in good order.  If such documents are not received within a reasonable time after the order is placed, the order is subject to cancellation, in which case Company agrees to be responsible for any loss to the Fund or Distributor resulting from such cancellation.  Company shall be responsible for the accuracy, timeliness and completeness of any Fund share transaction orders transmitted by Company to Distributor, and Company shall indemnify Distributor against any third-party claims as a result of Company’s failure to properly transmit such orders.  Company also shall be responsible for date and time stamping all orders for transactions in Fund shares that Company receives from its customers.


(h)

Company agrees that it will not withhold placing customers’ orders for Fund share transactions so as to profit itself as a result of such withholding.  Distributor will accept orders for the purchase of Fund shares from Company only at the public offering price applicable to each such order, as determined in accordance with the Prospectus.  Distributor will not accept from Company a conditional order for Fund shares.  


(i)

Company must pay for Fund shares in accordance with Distributor’s instructions, and Distributor must receive payment for such shares on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, as may be amended (the “Exchange Act”).  If Distributor does not receive payment on or before such settlement date, Distributor may, without notice, cancel the sale or, at Distributor’s option, sell the share that Company ordered back to the issuing Fund, and Distributor may hold Company responsible for any loss suffered by Distributor or the issuing Fund as a result of Company’s failure to make payment as required.  


(j)

If any shares sold to Company under the terms of this agreement are repurchased by a Fund or by Distributor as the Fund’s agent, or for the account of the Fund or are tendered to the Fund for purchase at liquidating value under the terms of the Agreement and Declaration of Trust or other document governing such Fund within seven (7) business days after the date of confirmation to Company of Company’s original purchase order therefor, Company agrees to pay forthwith to Distributor the full amount of the concession allowed to Company on the original sale and Distributor agrees to forward payment of such amount to the Fund when received.  Distributor shall notify Company of such repurchase within ten (10) days of the effective date of such repurchase.


(k)

All sales of Fund shares from Distributor to Company will be subject to receipt of shares by Distributor from the Fund.  Distributor reserves the right in its discretion without notice to Company to suspend sales or withdraw the offering of shares entirely.  

(l)

No person is authorized to make any representations concerning the Trust, a Fund or the shares of any Fund, except those contained in the Prospectus.  In purchasing shares from Distributor, Company shall rely solely on the representations contained in the Prospectus.


(m)

Company agrees to comply with all applicable federal and state laws governing the distribution of the Prospectus, periodic reports, proxy and other materials to persons to whom Company offers shares and to persons who purchase shares from Company.  Additional copies of such printed information will be supplied by Distributor or other agent of the Trust to Company in reasonable quantities upon Company’s reasonable request.  Company may not use any sales literature or advertising material concerning Fund shares, other than literature or material that Distributor or other agent of the Trust may provide to Company from time to time, without obtaining Distributor’s prior written approval.  Company may not distribute or make available to investors any information that Distributor may furnish to Company marked “For Dealer Use Only” or that otherwise indicates that it is confidential or not intended to be distributed to investors.


(n)

If Company holds Fund shares as nominee for its customers, all printed material and confirmations or other communications, will be sent to Company, and Company shall be responsible for forwarding any such materials to Company’s customers for whose account Company holds any Fund shares as nominee.  Company also will be responsible for complying with all reporting and tax withholding requirements with respect to the customers for whose account Company holds any Fund shares as nominee.  With respect to other accounts, Company agrees to provide Distributor with all information (including certification of taxpayer identification numbers and back-up withholding instructions) necessary or appropriate for Distributor to comply with legal and regulatory reporting requirements.  Accounts opened or maintained pursuant to NETWORKING, as described below, will be governed by applicable National Securities Clearing Corporation rules and procedures and any agreement or other arrangement with Distributor relating to NETWORKING.


(o)

The parties acknowledge that neither the Distributor nor the Funds shall compensate the Company for promoting or selling the shares by having the Funds' portfolio securities transactions directed to Company.  Each party further agrees that it has not entered into any agreement with or on behalf of any Fund pursuant to which that Fund or any affiliate is expected to direct portfolio transactions or remuneration received in connection therewith to any party to compensate that party for promoting or selling shares of the Fund.  


(p)

Certificates evidencing Fund shares are not available; any transaction in Fund shares will be effected and evidenced by book-entry form only.  A confirmation statement evidencing transactions in Fund shares will be transmitted to Company.


(q)

If Company holds Fund shares subject to a contingent deferred sales charge, redemption fee or similar fee, Company shall promptly remit any such charges or fees to Distributor.  Company also represents that it has the capability to track and account for any such charges or fees.  Company further agrees to administer and maintain any omnibus accounts held by it for two or more customers so that the terms and conditions of the Prospectus apply to each customer.  Distributor reserves the right, at its discretion, to verify Company’s compliance with the terms and conditions of the Prospectus by inspecting Company’s tracking and accounting system or other means.  


Section 2. Incorporation of NSCC Rules


If applicable, the Rules and Procedures Manual of the National Securities Clearing Corporation, as amended from time to time, including the rules and procedures applicable to the utilization of the Defined Contribution Clearing and Settlement System, Fund/SERV and NETWORKING, as amended from time to time, are hereby made a part of this agreement as if fully set forth herein and shall be a part of each processed transaction.


Section 3. Compensation


As mentioned above, Distributor will pay Company the applicable sales charge or concession, if any, as set forth in the Prospectus.  Further, if a Fund has adopted a shareholder servicing plan or a plan pursuant to Rule 12b-1 (a “Plan”) under the Investment Company Act of 1940, as amended (the “Act”), Distributor may make distribution or shareholder service payments to Company under such Plan.  Distributor has no obligation to make any payments to Company under a Plan, and Company shall not receive any such payments until Distributor receives monies therefor from the Trust.  Sales charges/concessions, Plan payments and Plans may be changed, discontinued or terminated at any time.  Company agrees that it has no claim against Distributor or any Fund by virtue of any such change, discontinuance or termination.  In the event of any overpayment by Distributor of any sales charge/concession or Plan payment, Company will promptly remit such overpayment to Distributor.  Any payments made to Company pursuant to a Plan shall be subject to the following terms and conditions:


(a)

Any payments made to Company pursuant to a Plan shall be in amounts as Distributor may from time to time advise Company in writing but in any event not in excess of the amounts permitted by the Plan in effect with respect to each particular Fund, as disclosed in the Prospectus.  Any such fees will be based on the dollar amount of Fund shares which are owned of record by Company as nominee for Company’s customers or which are owned by those customers of Company whose records, as maintained by the relevant Fund’s transfer agent, designates Company as the customer’s dealer of record.  No Plan fees will be paid to Company with respect to shares purchased by Company and redeemed by a Fund or by Distributor, or tendered for redemption by Company within seven (7) business days after the date of confirmation of such purchase; Company agrees to refund promptly to Distributor the full amount of any Plan payment paid to Company on such shares, and, if not yet paid, to forfeit the right to receive any Plan payment on such shares.


(b)

Any payments made to Company under a Plan for shareholder services are made in consideration for personal services and/or account maintenance services provided by Company to shareholders of the applicable Fund, and Company hereby represents by its acceptance of such payments that Company is providing such services.  Company’s provision of these services is not on behalf of the Trust, any Fund or Distributor, and, notwithstanding anything in this agreement to the contrary, Company agrees that the Trust, the Funds and Distributor are not responsible for the manner of Company’s performance of or for any of Company’s acts or omissions in connection with such services.  


(c)

By accepting any distribution or services payments pursuant to a Plan, Company hereby represents that its receipt of such payment complies with all applicable laws and regulations, or order of any court, governmental or regulatory body, and that Company will provide to its customers disclosure of all appropriate facts relating to such payments and any other forms of compensation Company may receive in connection with Fund share transactions in compliance with all such laws, regulations and orders.

(d)

The provisions of this Section 3 relate to any Plan adopted by the Trust pursuant to Rule 12b-1.  In accordance with Rule 12b-1, any person authorized to direct the disposition of monies paid or payable by a Fund pursuant to this Section shall provide the Trust’s Board of Trustees, and the Trustees shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made.  Accordingly, Company agrees to provide to Distributor such information regarding the Company’s receipt and usage of any fees it receives pursuant to a Plan as Distributor may reasonably request from time to time.


(e)

The provisions of this Section 3 shall remain in effect with respect to a particular Fund for not more than a year and thereafter for successive annual periods only so long as the continuance of a form of this agreement is specifically approved at least annually in conformity with Rule 12b-1 and the Act.  Such provisions shall automatically terminate with respect to a particular Plan in the event of the assignment (as defined by the Act) of this agreement, in the event such Plan terminates or is not continued, in the event of any amendment to the Plan that requires such termination, or in the event this agreement terminates or ceases to remain in effect.  The provisions of this Section 3 shall also terminate upon the vote of a majority of the Trustees of the Trust who are not “interested persons” of the Trust, as defined in the Act, and have no direct or indirect financial interest in the operation of the Plan or in this agreement, or by a vote of a majority of the outstanding voting securities of the Trust on not more than 60 days’ notice.  In addition, the provisions of this Section 3 may be terminated at any time, without penalty, by either party with respect to any particular Plan on not more than 60 days’ nor less than 30 days’ written notice delivered or mailed by registered mail, postage prepaid, to the other party.  


Section 4. Representations and Warranties


(a)

By accepting this agreement, Company represents that it (i) is registered as a broker-dealer under the Exchange Act, is qualified to act as a broker-dealer in the states or other jurisdictions where Company transacts business, and it is a member in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”); or  (ii) is a bank (as defined by Section 3(a)(6) of the Exchange Act), or a savings association or savings bank that has deposits insured by the FDIC, licensed and authorized to carry on investment business in the U.S. (including the transactions contemplated by this agreement) subject to the supervision and regulation of relevant U.S. banking authorities and does not engage in any activity requiring registration as a broker or dealer under the Exchange Act or regulations thereunder.  Company agrees that it will maintain any such registrations, qualifications, and memberships in good standing and in full force and effect throughout the term of this agreement.


(b)

Company and Distributor both agree to comply with all applicable Federal laws, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder and with all the rules and regulations and interpretations by governmental and regulatory bodies and self-regulatory organizations (“SRO”) having jurisdiction over the Distributor and the Company, including but not limited to the U.S. Securities and Exchange Commission (the “SEC”) and FINRA.  This agreement will terminate automatically without notice in the event that either party’s registration as a broker-dealer or FINRA membership is terminated.


(c)

Company will not offer or sell shares of the Funds in any state or jurisdiction where they may not lawfully be offered and/or sold.  Company agrees to maintain all records required by law relating to Fund share transactions with the Trust and Company will promptly notify the Trust if Company experiences any difficulty in maintaining records in an accurate and complete manner.  


(d)

If Company is offering and selling shares of the Funds in jurisdictions outside the several states, territories, and possessions of the United States and is not otherwise required to be registered, qualified, or a member of FINRA, as set forth above, Company nevertheless agrees to observe the applicable laws of the jurisdiction in which such offer and/or sale is made, to comply with the full disclosure requirements of the Securities Act of 1933 and the regulations promulgated thereunder, to conduct Company’s business in accordance with the spirit of the Conduct Rules of FINRA.


(e)

Company agrees to maintain records of all sales of Fund shares made by Company and any other records as may be required by applicable law or as is consistent with industry practice.  Company shall furnish Distributor with copies of such records upon request.


(f)

Company represents that it has and shall maintain throughout the term of this agreement policies and procedures reasonably designed to ensure compliance with Rule 22c-1 under the Act, FINRA Conduct Rule 2210 and other applicable laws, rules and regulations governing the transactions contemplated by this agreement.


Section 5. Limitation of Liability/Indemnification


(a)

Company agrees to indemnify and hold the Trust, its agents, investment adviser, and Distributor harmless from loss or damage resulting from Company’s breach of this agreement, Company’s gross negligence or willful misconduct in performance of its duties hereunder, or any failure on Company part to comply with applicable laws.  


(b)

Distributor agrees to indemnify and hold Company harmless from loss or damage resulting from Distributor’s breach of this agreement, Distributor’s gross negligence or willful misconduct in performance of its duties hereunder, material misstatements or omissions in the Prospectus, or any failure on Distributor’s part to comply with applicable laws.  


(c)

Under no circumstances shall Distributor, its affiliates, the Trust and its agents be liable for any loss, expense, damages, costs or other claim arising out of any redemption or exchange pursuant to telephone instructions reasonably believed to be genuine or the reasonable refusal to execute such instructions.  


Section 6. Notices


(a)

Unless notified otherwise, all communications to Distributor shall be sent to:


Northern Lights Distributors, LLC

Attn: Legal Department

 

17605 Wright Street

 

Omaha, NE 68130


Any notice to Company shall be duly given if mailed to Company at Company’s address set forth in the signature section below or as registered from time to time with FINRA.


(b)

Notices and other communications under this agreement must be in writing and given by personal delivery, registered or certified mail or overnight mail.  In addition, Company agrees and consents to receive any correspondence and other information from the Distributor regarding the Trust or the Funds via a nationally recognized mail courier, electronic mail, telephone, or facsimile.  Company may elect at any time not to receive correspondence from Distributor via electronic mail or facsimile by notifying Distributor in writing.  

Section 7. Term and Termination


(a)

This agreement and all amendments to this agreement shall take effect with respect to and on the date of any orders placed by Company after the date accepted by Distributor as set forth below or, as applicable, after the date of the notice of amendment sent to Company by the Distributor.


(b)

This agreement may be terminated upon written notice by either party at any time, and shall automatically terminate upon its attempted assignment except as set forth below.


(c)

The provisions of the Underwriting Agreement and any Plan adopted by the Funds are incorporated herein by reference and this agreement shall continue in effect with respect to a Fund only so long as the continuation of the Underwriting Agreement relating to such Fund and its Plan, as applicable, are properly approved at least annually by the Board of Trustees of such Fund.  


Section 8. Assignment and Amendments


This agreement shall not be assignable by Company.  Distributor may assign its rights and obligations under this agreement to any successor to the business of Distributor upon written notice to Company.  


Distributor may amend this agreement upon written notice to Company.


Section 9. Governing Law


The laws of the State of Nebraska shall govern this agreement without giving effect to the principles of conflict of laws.  


Section 10. Arbitration


Any controversy or claim arising out of, or related to, this agreement, its termination or the breach thereof, shall be settled by binding arbitration before a panel of arbitrators selected by FINRA in the City of Omaha, Nebraska in accordance with the rules then obtaining of FINRA at the time of arbitration.  Company hereby understands that the arbitrators’ decision shall be binding and final between Company and Distributor, and judgment upon the award rendered may be entered in any court having jurisdiction thereof.





Section 11.  Anti-money Laundering


Company agrees to comply with all applicable anti-money laundering laws, regulations, rules and government guidance, including the reporting, record keeping and compliance requirements of the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules.  These requirements include requirements to identify and report currency transactions and suspicious activity, to verify customer identity, to conduct customer due diligence, and to implement anti-money laundering compliance programs.  As required by the PATRIOT Act, Company hereby certifies that Company has a comprehensive anti-money laundering compliance program that includes policies, procedures and internal controls for complying with the BSA; policies, procedures and internal controls for identifying, evaluating and reporting suspicious activity; a designated compliance officer or officers; training for appropriate employees; and an independent audit function.  Further, Company agrees to comply with the economic sanctions programs administered by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC").  Company certifies that it has an OFAC compliance program in place which includes procedures for checking customer names and the names of persons with signature authority over accounts against the OFAC lists of sanctioned governments and specially-designated nationals, terrorists and traffickers; the screening of wire transfers and other payments against the OFAC lists; a designated compliance officer; an internal communication network; training of appropriate personnel; and an independent audit function.  Company agrees to promptly notify Distributor whenever questionable activity, suspicious activity or OFAC matches are detected.  Company further agrees to investigate any potentially suspicious activity and to take appropriate action, including the blocking of accounts, the filing of suspicious activity reports and the reporting of matches to OFAC, in connection with Fund share transactions.


Section 12. Confidentiality


All books, records, information, and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this agreement shall remain confidential, and shall not be voluntarily disclosed to                         any other person.  If non-public personal information regarding either party’s customers or consumers is disclosed to the other party in connection with this agreement, the party receiving such information will not disclose or use that information other than as necessary to carry out the purposes of this agreement.


Section 13. Shareholder Information – Disruptive Trading


The Funds have adopted written policies and procedures reasonably designed to detect and prevent frequent and/or disruptive Fund share trading practices.  In addition to adhering to the Funds’ own polices and procedures, the Company agrees to cooperate with the Distributor to effect the Funds’ policies and procedures as follows:


(a)

Agreement to Provide Information .  Company agrees to provide Distributor, upon written request, the taxpayer identification number (“TIN”), the Individual/International Taxpayer Identification Number (“ITIN”), or other government-issued identifier (“GII”), if known, of any or all Shareholder(s) of the account and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) or account (if known), and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of shares held through an account maintained by Company during the period covered by the request.


(b)

Period Covered by Request .  Requests must set forth a specific period, not to exceed 180 days from the date of the request, for which transaction information is sought.  Distributor may request transaction information older than 180 days from the date of the request as it deems necessary to investigate compliance with policies established by Distributor for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by the Funds.


(c)

Form and Timing of Response .  (1) Company agrees to provide, promptly upon request of Distributor or its designee, the requested information specified in Section 13(a).  If requested by Distributor or its designee, Company agrees to use best efforts to determine promptly whether any specific person about whom it has received the identification and transaction information specified in Section 13(a) is itself a financial intermediary, as defined by Rule 22c-2, (“indirect intermediary”) and, upon further request of Distributor or its designee, promptly either (i) provide (or arrange to have provided) the information set forth in Section 13(a) for those shareholders who hold an account with an indirect intermediary or (ii) restrict or prohibit the indirect intermediary from purchasing, in nominee name on behalf of other persons, securities distributed by Distributor.  Company additionally agrees to inform Distributor whether it plans to perform (i) or (ii).  (2) Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties.  (3) To the extent practicable, the format for any transaction information provided to Distributor should be consistent with the NSCC Standardized Data Reporting Format.


(d)

Limitations on Use of Information .  Distributor agrees not to use the information received for marketing or any other similar purpose without the prior written consent of the Company.  


(e)

Agreement to Restrict Trading .  Company agrees to execute written instructions from Distributor to restrict or prohibit further purchases or exchanges of shares by a Shareholder who has been identified by Distributor as having engaged in transactions of Fund shares (directly or indirectly through the Company’s account) that violate policies established or utilized by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by the Fund.


(f)

Form of Instructions .  Instructions to restrict or prohibit trading must include the TIN, ITIN, or GII, if known, and the specific restriction(s) to be executed.  If the TIN, ITIN, or GII is not known, the instructions must include an equivalent identifying number of the Shareholder(s) or account(s) or other agreed upon information to which the instruction relates.


(g)

Timing of Response .  Company agrees to execute instructions from Distributor to restrict or prohibit trading as soon as reasonably practicable, but not later than five (5) business days after receipt of instructions by the Company.   


(h)

Confirmation by Company .  Company must provide written confirmation to Distributor that instructions from Distributor to restrict or prohibit trading have been executed.  Company agrees to provide confirmation as soon as reasonably practicable, but not later than ten (10) business days after the instructions have been executed.



Section 14. Captions


Captions contained in this agreement are inserted for convenience of reference only and shall not be deemed to define, limit or extend or otherwise affect the meaning or interpretation of this agreement or any provision hereof.


Section 15. Counterparts


This agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.





Section 16. Severability


If any provision of this agreement shall be held invalid, illegal or unenforceable in any jurisdiction, the validity, legality, and enforceability of the remaining provisions of this agreement shall not be affected thereby.


Section 17.  Entire Agreement


This agreement constitutes the entire agreement between the Distributor and the Company regarding the Funds’ shares and shall supersede any prior agreements or understandings between the parties hereto.


NORTHERN LIGHTS DISTRIBUTORS, LLC



By:

Name:

Title:

Date:



COMPANY





By:

Name:

Title:

Date:


Address:




Firm CRD Number:


Execution Copy


CUSTODY AGREEMENT

THIS AGREEMENT is made and entered into as of this 14th day of August, 2012,  by and between COMPASS EMP FUNDS TRUST , a Delaware statutory trust (the “Trust”), acting for and on behalf of each series as are currently authorized and issued by the Trust or may be authorized and issued by the Trust subsequent to the date of this Agreement (each a “Fund” and collectively the “Funds”) and U.S. BANK NATIONAL ASSOCIATION , a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company, and is authorized to issue shares of beneficial interest in separate series, with each such series representing interests in a separate portfolio of securities and other assets;

WHEREAS, the Custodian is a bank meeting the requirements prescribed in Section 26(a)(1) of the 1940 Act; and

WHEREAS, the Trust desires to retain the Custodian to act as custodian of the cash and securities of each series of the Trust; and

WHEREAS, the Board of Trustees of the Trust has delegated to the Custodian the responsibilities set forth in Rule 17f-5(c) under the 1940 Act and the Custodian is willing to undertake the responsibilities and serve as the foreign custody manager for the Trust.

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

Whenever used in this Agreement, the following words and phrases shall have the meanings set forth below unless the context otherwise requires:

1.01

“Authorized Person” means any Officer or person who has been designated as such by written notice and named in Exhibit A and delivered to the Custodian by the Trust, or if the Trust has notified the Custodian in writing that it has an authorized investment manager or other agent, delivered to the Custodian by the Trust’s investment advisor or other agent.  Such Officer or person shall continue to be an Authorized Person until such time as the Custodian receives Written Instructions from the Trust or the Trust’s investment advisor or other agent that any such person is no longer an Authorized Person.

1.02

“Board of Trustees” shall mean the trustees from time to time serving under the Trust’s declaration of trust, as amended from time to time.

1.03

“Book-Entry System” shall mean a federal book-entry system as provided in Subpart O of Treasury Circular No. 300, 31 CFR 306, in Subpart B of 31 CFR Part 350, or in such book-entry regulations of federal agencies as are substantially in the form of such Subpart O.

1.04

“Business Day” shall mean any day recognized as a settlement day by The New York Stock Exchange, Inc. and any other day for which the Trust computes the net asset value of Shares of the Fund.

1.05

“Eligible Foreign Custodian” has the meaning set forth in Rule 17f-5(a)(1), including a majority-owned or indirect subsidiary of a U.S. Bank (as defined in Rule 17f-5), a bank holding company meeting the requirements of an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate action of the SEC), or a foreign branch of a Bank (as defined in Section 2(a)(5) of the 1940 Act) meeting the requirements of a custodian under Section 17(f) of the 1940 Act; the term does not include any Eligible Securities Depository.

1.06

“Eligible Securities Depository” has the meaning set forth in Rule 17f-7(b)(1) under the 1940 Act.

1.07

“Foreign Securities” means any investments of a Fund (including foreign currencies) for which the primary market is outside the United States and such cash and cash equivalents as are reasonably necessary to effect such Fund’s transactions in such investments.

1.08

“Fund Custody Account” shall mean any of the accounts in the name of the Trust, which is provided for in Section 3.2 below.

1.09

“IRS” shall mean the Internal Revenue Service.

1.10

“FINRA” shall mean the Financial Industry Regulatory Authority, Inc.

1.11

“Officer” shall mean the Chairman, President, any Vice President, any Assistant Vice President, the Secretary, any Assistant Secretary, the Treasurer, or any Assistant Treasurer of the Trust.

1.12

“Proper Instructions” shall mean Written Instructions.

1.13

“SEC” shall mean the U.S. Securities and Exchange Commission.

1.14

“Securities” shall include, without limitation, common and preferred stocks, bonds, call options, put options, debentures, notes, bank certificates of deposit, bankers' acceptances, mortgage-backed securities or other obligations, and any certificates, receipts, warrants or other instruments or documents representing rights to receive, purchase or subscribe for the same, or evidencing or representing any other rights or interests therein, or any similar property or assets that the Custodian or its agents have the facilities to clear and service.

1.15

“Securities Depository” shall mean The Depository Trust Company and any other clearing agency registered with the SEC under Section 17A of the Securities Exchange Act of 1934, as amended (the “1934 Act”), which acts as a system for the central handling of Securities where all Securities of any particular class or series of an issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of the Securities.

1.16

“Shares” shall mean, with respect to a Fund, the units of beneficial interest issued by the Trust on account of the Fund.

1.17

“Sub-Custodian” shall mean and include (i) any branch of a “U.S. bank,” as that term is defined in Rule 17f-5 under the 1940 Act, and (ii) any “Eligible Foreign Custodian” having a contract with the Custodian which the Custodian has determined will provide reasonable care of assets of the Fund based on the standards specified in Section 3.3 below.  Such contract shall be in writing and shall include provisions that provide: (i) for indemnification or insurance arrangements (or any combination of the foregoing) such that the Fund will be adequately protected against the risk of loss of assets held in accordance with such contract; (ii) that the Foreign Securities will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Sub-Custodian or its creditors except a claim of payment for their safe custody or administration, in the case of cash deposits, liens or rights in favor of creditors of the Sub-Custodian arising under bankruptcy, insolvency, or similar laws; (iii) that beneficial ownership for the Foreign Securities will be freely transferable without the payment of money or value other than for safe custody or administration; (iv) that adequate records will be maintained identifying the assets as belonging to the Fund or as being held by a third party for the benefit of the Fund; (v) that the Fund’s independent public accountants will be given access to those records or confirmation of the contents of those records; and (vi) that the Fund will receive periodic reports with respect to the safekeeping of the Fund’s assets, including, but not limited to, notification of any transfer to or from a Fund's account or a third party account containing assets held for the benefit of the Fund.  Such contract may contain, in lieu of any or all of the provisions specified in (i)-(vi) above, such other provisions that the Custodian determines will provide, in their entirety, the same or a greater level of care and protection for Fund assets as the specified provisions.

1.18

“Written Instructions” shall mean (i) written communications actually received by the Custodian and signed by an Authorized Person, (ii) communications by facsimile or Internet electronic e-mail or any other such system from one or more persons reasonably believed by the Custodian to be an Authorized Person.

ARTICLE II.

APPOINTMENT OF CUSTODIAN

2.01

Appointment .  The Trust hereby appoints the Custodian as custodian of all Securities and cash owned by or in the possession of the Fund at any time during the period of this Agreement, on the terms and conditions set forth in this Agreement, and the Custodian hereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement.  The Trust hereby delegates to the Custodian, subject to Rule 17f-5(b), the responsibilities with respect to the Fund’s Foreign Securities, and the Custodian hereby accepts such delegation as foreign custody manager with respect to the Fund.  The services and duties of the Custodian shall be confined to those matters expressly set forth herein, and no implied duties are assumed by or may be asserted against the Custodian hereunder.

2.02

Documents to be Furnished .  The following documents, including any amendments thereto, will be provided contemporaneously with the execution of the Agreement to the Custodian by the Trust:

(a)

A copy of the Trust’s declaration of trust, certified by the Secretary;

(b)

A copy of the Trust’s bylaws, certified by the Secretary;

(c)

A copy of the resolution of the Board of Trustees of the Trust appointing the Custodian, certified by the Secretary;

(d)

A copy of the current prospectuses of the Fund (the “Prospectus”);

(e)

A certification of the Chairman or the President and the Secretary of the Trust setting forth the names and signatures of the current Officers of the Trust and other Authorized Persons; and

(f)

An executed authorization required by the Shareholder Communications Act of 1985, attached hereto as Exhibit C .


2.03

Notice of Appointment of Transfer Agent .  The Trust agrees to notify the Custodian in writing of the appointment, termination or change in appointment of any transfer agent of the Fund.

ARTICLE III.

CUSTODY OF CASH AND SECURITIES

3.01

Segregation .  All Securities and non-cash property held by the Custodian for the account of the Fund (other than Securities maintained in a Securities Depository, Eligible Securities Depository or Book-Entry System) shall be physically segregated from other Securities and non-cash property in the possession of the Custodian (including the Securities and non-cash property of the other series of the Trust, if applicable) and shall be identified as subject to this Agreement.

3.02

Fund Custody Accounts .  As to each Fund, the Custodian shall open and maintain in its trust department a custody account in the name of the Trust coupled with the name of the Fund, subject only to draft or order of the Custodian, in which the Custodian shall enter and carry all Securities, cash and other assets of such Fund which are delivered to it.

3.03

Appointment of Agents.

(a)

In its discretion, the Custodian may appoint one or more Sub-Custodians to establish and maintain arrangements with (i) Eligible Securities Depositories or (ii) Eligible Foreign Custodians who are members of the Sub-Custodian’s network to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement.  The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian.

(b)

If, after the initial appointment of Sub-Custodians by the Board of Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Trust and make the necessary determinations as to any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act.

(c)

In performing its delegated responsibilities as foreign custody manager to place or maintain the Fund’s assets with a Sub-Custodian, the Custodian will determine that the Fund’s assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Fund’s assets will be held by that Sub-Custodian, after considering all factors relevant to safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1).

(d)

The agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act.

(e)

At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees of the withdrawal or placement of the Securities and cash of the Fund with a Sub-Custodian and of any material changes in the Fund’s arrangements.  Such reports shall include an analysis of the custody risks associated with maintaining assets with any Eligible Securities Depositories.  The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940 Act, as applicable.  

(f)

With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund.  The Custodian further warrants that the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation:  (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices;  (ii)  whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii)  the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv)  whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States.

(g)

The Custodian shall establish a system or ensure that its Sub-Custodian has established a system to monitor on a continuing basis (i) the appropriateness of maintaining the Fund’s assets with a Sub-Custodian or Eligible Foreign Custodians who are members of a Sub-Custodian’s network; (ii) the performance of the contract governing the Fund’s arrangements with such Sub-Custodian or Eligible Foreign Custodian’s members of a Sub-Custodian’s network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depository.  The Custodian must promptly notify the Fund or its investment adviser of any material change in these risks.

(h)

The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to Foreign Securities to which the Fund shall be entitled and shall credit such income, as collected, to the Trust.  In the event that extraordinary measures are required to collect such income, the Trust and Custodian shall consult as to the measures and as to the compensation and expenses of the Custodian relating to such measures.

3.04

Delivery of Assets to Custodian .  The Trust shall deliver, or cause to be delivered, to the Custodian all of the Fund's Securities, cash and other investment assets, including (i) all payments of income, payments of principal and capital distributions received by the Fund with respect to such Securities, cash or other assets owned by the Fund at any time during the period of this Agreement, and (ii) all cash received by the Fund for the issuance of Shares.  The Custodian shall not be responsible for such Securities, cash or other assets until actually received by it.

3.05

Securities Depositories and Book-Entry Systems .  The Custodian may deposit and/or maintain Securities of the Fund in a Securities Depository or in a Book-Entry System, subject to the following provisions:

(a)

The Custodian, on an on-going basis, shall deposit in a Securities Depository or Book-Entry System all Securities eligible for deposit therein and shall make use of such Securities Depository or Book-Entry System to the extent possible and practical in connection with its performance hereunder, including, without limitation, in connection with settlements of purchases and sales of Securities, loans of Securities, and deliveries and returns of collateral consisting of Securities.

(b)

Securities of the Fund kept in a Book-Entry System or Securities Depository shall be kept in an account (“Depository Account”) of the Custodian in such Book-Entry System or Securities Depository which includes only assets held by the Custodian as a fiduciary, custodian or otherwise for customers.

(c)

The records of the Custodian with respect to Securities of the Fund maintained in a Book-Entry System or Securities Depository shall, by book-entry, identify such Securities as belonging to the Fund.

(d)

If Securities purchased by the Fund are to be held in a Book-Entry System or Securities Depository, the Custodian shall pay for such Securities upon (i) receipt of advice from the Book-Entry System or Securities Depository that such Securities have been transferred to the Depository Account, and (ii) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of the Fund.  If Securities sold by the Fund are held in a Book-Entry System or Securities Depository, the Custodian shall transfer such Securities upon (i) receipt of advice from the Book-Entry System or Securities Depository that payment for such Securities has been transferred to the Depository Account, and (ii) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of the Fund.

(e)

The Custodian shall provide the Trust with copies of any report (obtained by the Custodian from a Book-Entry System or Securities Depository in which Securities of the Fund are kept) on the internal accounting controls and procedures for safeguarding Securities deposited in such Book-Entry System or Securities Depository.

(f)

Notwithstanding anything to the contrary in this Agreement, the Custodian shall be liable to the Trust for any loss or damage to the Fund resulting from (i) the use of a Book-Entry System or Securities Depository by reason of any negligence or willful misconduct on the part of the Custodian or any Sub-Custodian, or (ii) failure of the Custodian or any Sub-Custodian to enforce effectively such rights as it may have against a Book-Entry System or Securities Depository.  At its election, the Trust shall be subrogated to the rights of the Custodian with respect to any claim against a Book-Entry System or Securities Depository or any other person from any loss or damage to the Fund arising from the use of such Book-Entry System or Securities Depository, if and to the extent that the Fund has not been made whole for any such loss or damage.

(g)

With respect to its responsibilities under this Section 3.05 and pursuant to Rule 17f-4 under the 1940 Act, the Custodian hereby warrants to the Trust that it agrees to (i) exercise due care in accordance with reasonable commercial standards in discharging its duty as a securities intermediary to obtain and thereafter maintain such assets, (ii) provide, promptly upon request by the Trust, such reports as are available concerning the Custodian’s internal accounting controls and financial strength, and (iii) require any Sub-Custodian to exercise due care in accordance with reasonable commercial standards in discharging its duty as a securities intermediary to obtain and thereafter maintain assets corresponding to the security entitlements of its entitlement holders.

3.06

Disbursement of Moneys from Fund Custody Account .  Upon receipt of Proper Instructions, the Custodian shall disburse moneys from the Fund Custody Account but only in the following cases:

(a)

For the purchase of Securities for the Fund but only in accordance with Section 4.01 of this Agreement and only (i) in the case of Securities (other than options on Securities, futures contracts and options on futures contracts), against the delivery to the Custodian (or any Sub-Custodian) of such Securities registered as provided in Section 3.09 below or in proper form for transfer, or if the purchase of such Securities is effected through a Book-Entry System or Securities Depository, in accordance with the conditions set forth in Section 3.05 above; (ii) in the case of options on Securities, against delivery to the Custodian (or any Sub-Custodian) of such receipts as are required by the customs prevailing among dealers in such options; (iii) in the case of futures contracts and options on futures contracts, against delivery to the Custodian (or any Sub-Custodian) of evidence of title thereto in favor of the Fund or any nominee referred to in Section 3.09 below; and (iv) in the case of repurchase or reverse repurchase agreements entered into between the Trust and a bank which is a member of the Federal Reserve System or between the Trust and a primary dealer in U.S. Government securities, against delivery of the purchased Securities either in certificate form or through an entry crediting the Custodian's account at a Book-Entry System or Securities Depository with such Securities;

(b)

In connection with the conversion, exchange or surrender, as set forth in Section 3.07(f) below, of Securities owned by the Fund;

(c)

For the payment of any dividends or capital gain distributions declared by the Fund;

(d)

In payment of the redemption price of Shares as provided in Section 5.01 below;

(e)

For the payment of any expense or liability incurred by the Fund, including, but not limited to, the following payments for the account of the Fund:  interest; taxes; administration, investment advisory, accounting, auditing, transfer agent, custodian, trustee and legal fees; and other operating expenses of the Fund; in all cases, whether or not such expenses are to be in whole or in part capitalized or treated as deferred expenses;

(f)

For transfer in accordance with the provisions of any agreement among the Trust, the Custodian and a broker-dealer registered under the 1934 Act and a member of FINRA, relating to compliance with rules of the Options Clearing Corporation and of any registered national securities exchange (or of any similar organization or organizations) regarding escrow or other arrangements in connection with transactions by the Fund;

(g)

For transfer in accordance with the provisions of any agreement among the Trust, the Custodian and a futures commission merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission and/or any contract market (or any similar organization or organizations) regarding account deposits in connection with transactions by the Fund;

(h)

For the funding of any uncertificated time deposit or other interest-bearing account with any banking institution (including the Custodian), which deposit or account has a term of one year or less; and

(i)

For any other proper purpose, but only upon receipt of Proper Instructions, specifying the amount and purpose of such payment, declaring such purpose to be a proper corporate purpose, and naming the person or persons to whom such payment is to be made.

3.07

Delivery of Securities from Fund Custody Account .  Upon receipt of Proper Instructions, the Custodian shall release and deliver, or cause the Sub-Custodian to release and deliver, Securities from the Fund Custody Account but only in the following cases:

(a)

Upon the sale of Securities for the account of the Fund but only against receipt of payment therefor in cash, by certified or cashiers check or bank credit;

(b)

In the case of a sale effected through a Book-Entry System or Securities Depository, in accordance with the provisions of Section 3.05 above;

(c)

To an offeror’s depository agent in connection with tender or other similar offers for Securities of the Fund; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian;

(d)

To the issuer thereof or its agent (i) for transfer into the name of the Fund, the Custodian or any Sub-Custodian, or any nominee or nominees of any of the foregoing, or (ii) for exchange for a different number of certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new Securities are to be delivered to the Custodian;

(e)

To the broker selling the Securities, for examination in accordance with the “street delivery” custom;

(f)

For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the issuer of such Securities, or pursuant to provisions for conversion contained in such Securities, or pursuant to any deposit agreement, including surrender or receipt of underlying Securities in connection with the issuance or cancellation of depository receipts; provided that, in any such case, the new Securities and cash, if any, are to be delivered to the Custodian;

(g)

Upon receipt of payment therefor pursuant to any repurchase or reverse repurchase agreement entered into by the Fund;

(h)

In the case of warrants, rights or similar Securities, upon the exercise thereof, provided that, in any such case, the new Securities and cash, if any, are to be delivered to the Custodian;

(i)

For delivery in connection with any loans of Securities of the Fund, but only against receipt of such collateral as the Trust shall have specified to the Custodian in Proper Instructions;

(j)

For delivery as security in connection with any borrowings by the Fund requiring a pledge of assets by the Trust, but only against receipt by the Custodian of the amounts borrowed;

(k)

Pursuant to any authorized plan of liquidation, reorganization, merger, consolidation or recapitalization of the Trust;

(l)

For delivery in accordance with the provisions of any agreement among the Trust, the Custodian and a broker-dealer registered under the 1934 Act and a member of FINRA, relating to compliance with the rules of the Options Clearing Corporation and of any registered national securities exchange (or of any similar organization or organizations) regarding escrow or other arrangements in connection with transactions by the Fund;

(m)

For delivery in accordance with the provisions of any agreement among the Trust, the Custodian and a futures commission merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission and/or any contract market (or any similar organization or organizations) regarding account deposits in connection with transactions by the Fund;

(n)

For any other proper corporate purpose, but only upon receipt of Proper Instructions, specifying the Securities to be delivered, setting forth the purpose for which such delivery is to be made, declaring such purpose to be a proper corporate purpose, and naming the person or persons to whom delivery of such Securities shall be made; or

(o)

To brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case the Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Custodian’s own negligence or willful misconduct.

3.08

Actions Not Requiring Proper Instructions .  Unless otherwise instructed by the Trust, the Custodian shall with respect to all Securities held for the Fund:

(a)

Subject to Section 9.04 below, collect on a timely basis all income and other payments to which the Fund is entitled either by law or pursuant to custom in the securities business;

(b)

Present for payment and, subject to Section 9.04 below, collect on a timely basis the amount payable upon all Securities which may mature or be called, redeemed, or retired, or otherwise become payable;

(c)

Endorse for collection, in the name of the Fund, checks, drafts and other negotiable instruments;

(d)

Surrender interim receipts or Securities in temporary form for Securities in definitive form;

(e)

Execute, as custodian, any necessary declarations or certificates of ownership under the federal income tax laws or the laws or regulations of any other taxing authority now or hereafter in effect, and prepare and submit reports to the IRS and the Trust at such time, in such manner and containing such information as is prescribed by the IRS;

(f)

Hold for the Fund, either directly or, with respect to Securities held therein, through a Book-Entry System or Securities Depository, all rights and similar Securities issued with respect to Securities of the Fund; and

(g)

In general, and except as otherwise directed in Proper Instructions, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with Securities and other assets of the Fund.

3.09

Registration and Transfer of Securities .  All Securities held for the Fund that are issued or issuable only in bearer form shall be held by the Custodian in that form, provided that any such Securities shall be held in a Book-Entry System if eligible therefor.  All other Securities held for the Fund may be registered in the name of the Fund, the Custodian, a Sub-Custodian or any nominee thereof, or in the name of a Book-Entry System, Securities Depository or any nominee of either thereof.  The records of the Custodian with respect to foreign securities of the Fund that are maintained with a Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers shall identify those securities as belonging to the Fund.  The Trust shall furnish to the Custodian appropriate instruments to enable the Custodian to hold or deliver in proper form for transfer, or to register in the name of any of the nominees referred to above or in the name of a Book-Entry System or Securities Depository, any Securities registered in the name of the Fund.

3.10

Records .

(a)

The Custodian shall maintain complete and accurate records with respect to Securities, cash or other property held for the Fund, including (i) journals or other records of original entry containing an itemized daily record in detail of all receipts and deliveries of Securities and all receipts and disbursements of cash; (ii) ledgers (or other records) reflecting (A) Securities in transfer, (B) Securities in physical possession, (C) monies and Securities borrowed and monies and Securities loaned (together with a record of the collateral therefor and substitutions of such collateral), (D) dividends and interest received, and (E) dividends receivable and interest receivable; (iii) canceled checks and bank records related thereto; and (iv) all records relating to its activities and obligations under this Agreement.  The Custodian shall keep such other books and records of the Fund as the Trust shall reasonably request, or as may be required by the 1940 Act, including, but not limited to, Section 31 of the 1940 Act and Rule 31a-2 promulgated thereunder.

(b)

All such books and records maintained by the Custodian shall (i) be maintained in a form acceptable to the Trust and in compliance with the rules and regulations of the SEC, (ii) be the property of the Trust and at all times during the regular business hours of the Custodian be made available upon request for inspection by duly authorized officers, employees or agents of the Trust and employees or agents of the SEC, and (iii) if required to be maintained by Rule 31a-1 under the 1940 Act, be preserved for the periods prescribed in Rules 31a-1 and 31a-2 under the 1940 Act.

3.11

Fund Reports by Custodian .  The Custodian shall furnish the Trust with a daily activity statement and a summary of all transfers to or from each Fund Custody Account on the day following such transfers.  At least monthly, the Custodian shall furnish the Trust with a detailed statement of the Securities and moneys held by the Custodian and the Sub-Custodians for the Fund under this Agreement.

3.12

Other Reports by Custodian .  As the Trust may reasonably request from time to time, the Custodian shall provide the Trust with reports on the internal accounting controls and procedures for safeguarding Securities which are employed by the Custodian or any Sub-Custodian.

3.13

Proxies and Other Materials .  The Custodian shall cause all proxies relating to Securities which are not registered in the name of the Fund to be promptly executed by the registered holder of such Securities, without indication of the manner in which such proxies are to be voted, and shall promptly deliver to the Trust such proxies, all proxy soliciting materials and all notices relating to such Securities.  With respect to the foreign Securities, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject to the laws, regulations and practical constraints that may exist in the country where such securities are issued.  The Trust acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Trust to exercise shareholder rights.

3.14

Information on Corporate Actions .  The Custodian shall promptly deliver to the Trust all information received by the Custodian and pertaining to Securities being held by the Fund with respect to optional tender or exchange offers, calls for redemption or purchase, or expiration of rights.  If the Trust desires to take action with respect to any tender offer, exchange offer or other similar transaction, the Trust shall notify the Custodian at least three Business Days prior to the date on which the Custodian is to take such action.  The Trust will provide or cause to be provided to the Custodian all relevant information for any Security which has unique put/option provisions at least three Business Days prior to the beginning date of the tender period.

ARTICLE IV.

PURCHASE AND SALE OF INVESTMENTS OF THE FUND

4.01

Purchase of Securities .  Promptly upon each purchase of Securities for the Fund, Written Instructions shall be delivered to the Custodian, specifying (i) the name of the issuer or writer of such Securities, and the title or other description thereof, (ii) the number of shares, principal amount (and accrued interest, if any) or other units purchased, (iii) the date of purchase and settlement, (iv) the purchase price per unit, (v) the total amount payable upon such purchase, and (vi) the name of the person to whom such amount is payable.  The Custodian shall upon receipt of such Securities purchased by the Fund pay out of the moneys held for the account of the Fund the total amount specified in such Written Instructions to the person named therein.  The Custodian shall not be under any obligation to pay out moneys to cover the cost of a purchase of Securities for the Fund, if in the Fund Custody Account there is insufficient cash available to the Fund for which such purchase was made.

4.02

Liability for Payment in Advance of Receipt of Securities Purchased .  In any and every case where payment for the purchase of Securities for the Fund is made by the Custodian in advance of receipt of the Securities purchased and in the absence of specified Written Instructions to so pay in advance, the Custodian shall be liable to the Fund for such payment.

4.03

Sale of Securities .  Promptly upon each sale of Securities by the Fund, Written Instructions shall be delivered to the Custodian, specifying (i) the name of the issuer or writer of such Securities, and the title or other description thereof, (ii) the number of shares, principal amount (and accrued interest, if any), or other units sold, (iii) the date of sale and settlement, (iv) the sale price per unit, (v) the total amount payable upon such sale, and (vi) the person to whom such Securities are to be delivered.  Upon receipt of the total amount payable to the Fund as specified in such Written Instructions, the Custodian shall deliver such Securities to the person specified in such Written Instructions.  Subject to the foregoing, the Custodian may accept payment in such form as shall be satisfactory to it, and may deliver Securities and arrange for payment in accordance with the customs prevailing among dealers in Securities.

4.04

Delivery of Securities Sold .  Notwithstanding Section 4.03 above or any other provision of this Agreement, the Custodian, when instructed to deliver Securities against payment, shall be entitled, if in accordance with generally accepted market practice, to deliver such Securities prior to actual receipt of final payment therefor.  In any such case, the Fund shall bear the risk that final payment for such Securities may not be made or that such Securities may be returned or otherwise held or disposed of by or through the person to whom they were delivered, and the Custodian shall have no liability for any for the foregoing.

4.05

Payment for Securities Sold .  In its sole discretion and from time to time, the Custodian may credit the Fund Custody Account, prior to actual receipt of final payment thereof, with (i) proceeds from the sale of Securities which it has been instructed to deliver against payment, (ii) proceeds from the redemption of Securities or other assets of the Fund, and (iii) income from cash, Securities or other assets of the Fund.  Any such credit shall be conditional upon actual receipt by Custodian of final payment and may be reversed if final payment is not actually received in full.  The Custodian may, in its sole discretion and from time to time, permit the Fund to use funds so credited to the Fund Custody Account in anticipation of actual receipt of final payment.  Any such funds shall be repayable immediately upon demand made by the Custodian at any time prior to the actual receipt of all final payments in anticipation of which funds were credited to the Fund Custody Account.

4.06

Advances by Custodian for Settlement .  The Custodian may, in its sole discretion and from time to time, advance funds to the Trust to facilitate the settlement of a Fund's transactions in the Fund Custody Account.  Any such advance shall be repayable immediately upon demand made by Custodian.

ARTICLE V.

REDEMPTION OF FUND SHARES

5.01

Transfer of Funds .  From such funds as may be available for the purpose in the relevant Fund Custody Account, and upon receipt of Proper Instructions specifying that the funds are required to redeem Shares of the Fund, the Custodian shall wire each amount specified in such Proper Instructions to or through such bank or broker-dealer as the Trust may designate.

5.02

No Duty Regarding Paying Banks .  Once the Custodian has wired amounts to a bank or broker-dealer pursuant to Section 5.01 above, the Custodian shall not be under any obligation to effect any further payment or distribution by such bank or broker-dealer.

ARTICLE VI.

SEGREGATED ACCOUNTS

Upon receipt of Proper Instructions, the Custodian shall establish and maintain a segregated account or accounts for and on behalf of the Fund, into which account or accounts may be transferred cash and/or Securities, including Securities maintained in a Depository Account:

(a)

in accordance with the provisions of any agreement among the Trust, the Custodian and a broker-dealer registered under the 1934 Act and a member of FINRA (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of the Options Clearing Corporation and of any registered national securities exchange (or the Commodity Futures Trading Commission or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund;

(b)

for purposes of segregating cash or Securities in connection with securities options purchased or written by the Fund or in connection with financial futures contracts (or options thereon) purchased or sold by the Fund;

(c)

which constitute collateral for loans of Securities made by the Fund;

(d)

for purposes of compliance by the Fund with requirements under the 1940 Act for the maintenance of segregated accounts by registered investment companies in connection with reverse repurchase agreements and when-issued, delayed delivery and firm commitment transactions; and

(e)

for other proper corporate purposes, but only upon receipt of Proper Instructions, setting forth the purpose or purposes of such segregated account and  declaring such purposes to be proper corporate purposes.

Each segregated account established under this Article VI shall be established and maintained for the Fund only.  All Proper Instructions relating to a segregated account shall specify the Fund.

ARTICLE VII.

COMPENSATION OF CUSTODIAN

7.01

Compensation .  The Custodian shall be compensated for providing the services set forth in this Agreement in accordance with the fee schedule set forth on Exhibit B hereto (as amended from time to time).  The Custodian shall also be compensated for such out-of-pocket expenses (e.g., telecommunication charges, postage and delivery charges, and reproduction charges) as are reasonably incurred by the Custodian in performing its duties hereunder.  The Trust shall pay all such fees and reimbursable expenses within 30 calendar days following receipt of the billing notice, except for any fee or expense subject to a good faith dispute.  The Trust shall notify the Custodian in writing within 30 calendar days following receipt of each invoice if the Trust is disputing any amounts in good faith. The Trust shall pay such disputed amounts within 10 calendar days of the day on which the parties agree to the amount to be paid.  With the exception of any fee or expense the Trust is disputing in good faith as set forth above, unpaid invoices shall accrue a finance charge of 1½% per month after the due date. Notwithstanding anything to the contrary, amounts owed by the Trust to the Custodian shall only be paid out of the assets and property of the particular Fund involved.

7.02

Overdrafts .  The Trust is responsible for maintaining an appropriate level of short term cash investments to accommodate cash outflows.  The Trust may obtain a formal line of credit for potential overdrafts of its custody account.  In the event of an overdraft or in the event the line of credit is insufficient to cover an overdraft, the overdraft amount or the overdraft amount that exceeds the line of credit will be charged in accordance with the fee schedule set forth on Exhibit B hereto (as amended from time to time)

ARTICLE VIII.

REPRESENTATIONS AND WARRANTIES

8.01

Representations and Warranties of the Trust .  The Trust hereby represents and warrants to the Custodian, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

(a)

It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;

(b)

This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and

(c)

It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

8.02

Representations and Warranties of the Custodian .  The Custodian hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

(a)

It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;

(b)

It is a U.S. Bank as defined in section (a)(7) of Rule 17f-5.

(c)

This Agreement has been duly authorized, executed and delivered by the Custodian in accordance with all requisite action and constitutes a valid and legally binding obligation of the Custodian, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and

(d)

It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

ARTICLE IX.

 CONCERNING THE CUSTODIAN

9.01

Standard of Care .  The Custodian shall exercise reasonable care in the performance of its duties under this Agreement.  The Custodian shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with its duties under this Agreement, except a loss arising out of or relating to the Custodian’s (or a Sub-Custodian’s) refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement) or from its (or a Sub-Custodian’s) bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement).  The Custodian shall be entitled to rely on and may act upon advice of counsel on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice.  The Custodian shall promptly notify the Trust of any action taken or omitted by the Custodian pursuant to advice of counsel.

9.02

Actual Collection Required .  The Custodian shall not be liable for, or considered to be the custodian of, any cash belonging to the Fund or any money represented by a check, draft or other instrument for the payment of money, until the Custodian or its agents actually receive such cash or collect on such instrument.

9.03

No Responsibility for Title, etc.  So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received or delivered by it pursuant to this Agreement.

9.04

Limitation on Duty to Collect .  Custodian shall not be required to enforce collection, by legal means or otherwise, of any money or property due and payable with respect to Securities held for the Fund if such Securities are in default or payment is not made after due demand or presentation.

9.05

Reliance Upon Documents and Instructions .  The Custodian shall be entitled to rely upon any certificate, notice or other instrument in writing received by it and reasonably believed by it to be genuine.  The Custodian shall be entitled to rely upon any Written Instructions actually received by it pursuant to this Agreement.

9.06

Cooperation .  The Custodian shall cooperate with and supply necessary information to the entity or entities appointed by the Trust to keep the books of account of the Fund and/or compute the value of the assets of the Fund.  The Custodian shall take all such reasonable actions as the Trust may from time to time request to enable the Trust to obtain, from year to year, favorable opinions from the Trust's independent accountants with respect to the Custodian's activities hereunder in connection with (i) the preparation of the Trust's reports on Form N-1A and Form N-SAR and any other reports required by the SEC, and (ii) the fulfillment by the Trust of any other requirements of the SEC.

ARTICLE X.

INDEMNIFICATION

10.01

Indemnification by Trust .  The Trust shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Trust, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement).  This indemnity shall be a continuing obligation of the Trust, its successors and assigns, notwithstanding the termination of this Agreement.  As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

10.02

Indemnification by Custodian .  The Custodian shall indemnify and hold harmless the Trust from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’ fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising directly or indirectly out of any action taken or omitted to be taken by an Indemnified Party as a result of the Indemnified Party’s refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement).  This indemnity shall be a continuing obligation of the Custodian, its successors and assigns, notwithstanding the termination of this Agreement.  As used in this paragraph, the term “Trust” shall include the Trust’s trustees, officers and employees.

10.03

Security .  If the Custodian advances cash or Securities to the Fund for any purpose, either at the Trust's request or as otherwise contemplated in this Agreement, or in the event that the Custodian or its nominee incurs, in connection with its performance under this Agreement, any claim, demand, loss, expense or liability (including reasonable attorneys' fees) (except such as may arise from its or its nominee's bad faith, negligence or willful misconduct), then, in any such event, any property at any time held for the account of the Fund shall be security therefor, and should the Fund fail promptly to repay or indemnify the Custodian, the Custodian shall be entitled to utilize available cash of such Fund and to dispose of other assets of such Fund to the extent necessary to obtain reimbursement or indemnification.

10.04

Miscellaneous.  

(a)

Neither party to this Agreement shall be liable to the other party for consequential, special or punitive damages under any provision of this Agreement.

(b)

The indemnity provisions of this Article shall indefinitely survive the termination and/or assignment of this Agreement.

(c)

In order that the indemnification provisions contained in this Article X shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation that presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim that may be the subject of this indemnification.  In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this Article X.  The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor’s prior written consent.

ARTICLE XI.

FORCE MAJEURE

Neither the Custodian nor the Trust shall be liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; acts of terrorism; sabotage; strikes; epidemics; riots; power failures; computer failure and any such circumstances beyond its reasonable control as may cause interruption, loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication service; accidents; labor disputes; acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or transportation; provided, however, that in the event of a failure or delay, the Custodian (i) shall not discriminate against the Fund in favor of any other customer of the Custodian in making computer time and personnel available to input or process the transactions contemplated by this Agreement, and (ii) shall use its best efforts to ameliorate the effects of any such failure or delay.

ARTICLE XII.

PROPRIETARY AND CONFIDENTIAL INFORMATION

12.01

The Custodian agrees on behalf of itself and its directors, officers, and employees to treat confidentially and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present, or potential shareholders of the Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Custodian may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities although the Custodian will promptly report such disclosure to the Trust if disclosure is permitted by applicable law and regulation, or (iii) when so requested by the Trust.  Records and other information which have become known to the public through no wrongful act of the Custodian or any of its employees, agents or representatives, and information that was already in the possession of the Custodian prior to receipt thereof from the Trust or its agent, shall not be subject to this paragraph.

12.02

Further, the Custodian will adhere to the privacy policies adopted by the Trust pursuant to Title V of the Gramm-Leach-Bliley Act, as may be modified from time to time.  In this regard, the Custodian shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust and its shareholders.


ARTICLE XIII.

EFFECTIVE PERIOD; TERMINATION

13.01

Effective Period .  This Agreement shall become effective as of the date first written above and will continue in effect for a period of three years.

13.02

Termination .  This Agreement may be terminated by either party upon giving 90 days prior written notice to the other party or such shorter period as is mutually agreed upon by the parties.  Notwithstanding the foregoing, this Agreement may be terminated by any party upon the breach of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party.  In addition, the Trust may, at any time, immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by regulatory authorities or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction.  

13.03

Early Termination .  In the absence of any material breach of this Agreement, should the Trust elect to terminate this Agreement prior to the end of the three year term, the trust agrees to pay the following fees:

a) $4800 per each Fund of the Trust;

b) All fees associated with converting services to a successor service provider;

c) All fees associated with any record retention and/or tax reporting

obligations that may not be eliminated due to the conversion to a  

successor service provider;


13.04

Appointment of Successor Custodian .  If a successor custodian shall have been appointed by the Board of Trustees, the Custodian shall, upon receipt of a notice of acceptance by the successor custodian, on such specified date of termination (i) deliver directly to the successor custodian all Securities (other than Securities held in a Book-Entry System or Securities Depository) and cash then owned by the Fund and held by the Custodian as custodian, and (ii) transfer any Securities held in a Book-Entry System or Securities Depository to an account of or for the benefit of the Fund at the successor custodian, provided that the Trust shall have paid to the Custodian all fees, expenses and other amounts to the payment or reimbursement of which it shall then be entitled.  In addition, the Custodian shall, at the expense of the Trust, transfer to such successor all relevant books, records, correspondence, and other data established or maintained by the Custodian under this Agreement in a form reasonably acceptable to the Trust (if such form differs from the form in which the Custodian has maintained the same, the Trust shall pay any expenses associated with transferring the data to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from the Custodian’s personnel in the establishment of books, records, and other data by such successor.  Upon such delivery and transfer, the Custodian shall be relieved of all obligations under this Agreement.

13.05

Failure to Appoint Successor Custodian .  If a successor custodian is not designated by the Trust on or before the date of termination of this Agreement, then the Custodian shall have the right to deliver to a bank or trust company of its own selection, which bank or trust company (i) is a “bank” as defined in the 1940 Act, and (ii) has aggregate capital, surplus and undivided profits as shown on its most recent published report of not less than $25 million, all Securities, cash and other property held by Custodian under this Agreement and to transfer to an account of or for the Fund at such bank or trust company all Securities of the Fund held in a Book-Entry System or Securities Depository.  Upon such delivery and transfer, such bank or trust company shall be the successor custodian under this Agreement and the Custodian shall be relieved of all obligations under this Agreement.  In addition, under these circumstances, all books, records and other data of the Trust shall be returned to the Trust.




ARTICLE XIV.  


CLASS ACTIONS


The Custodian shall use its best efforts to identify and file claims for the Fund(s) involving any class action litigation that impacts any security the Fund(s) may have held during the class period.  The Trust agrees that the Custodian may file such claims on its behalf and understands that it may be waiving and/or releasing certain rights to make claims or otherwise pursue class action defendants who settle their claims.  Further, the Trust acknowledges that there is no guarantee these claims will result in any payment or partial payment of potential class action proceeds and that the timing of such payment, if any, is uncertain.  


However, the Trust may instruct the Custodian to distribute class action notices and other relevant documentation to the Fund(s) or its designee and, if it so elects, will relieve the Custodian from any and all liability and responsibility for filing class action claims on behalf of the Fund(s).


In the event the Fund(s) are closed, the Custodian shall only file the class action claims upon written instructions by an authorized representative of the closed Fund(s).  Any expenses associated with such filing will be assessed against the proceeds received of any class action settlement.   


ARTICLE XV.

MISCELLANEOUS

15.01

Compliance with Laws .  The Trust has and retains primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, the Sarbanes-Oxley Act of 2002, the USA Patriot Act of 2001 and the policies and limitations of the Fund relating to its portfolio investments as set forth in its Prospectus and statement of additional information.  The Custodian’s services hereunder shall not relieve the Trust of its responsibilities for assuring such compliance or the Board of Trustee’s oversight responsibility with respect thereto.

15.02    Amendment .  This Agreement may not be amended or modified in any manner except by written agreement executed by the Custodian and the Trust, and authorized or approved by the Board of Trustees.

15.03

  Assignment .  This Agreement shall extend to and be binding upon the parties hereto and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by the Trust without the written consent of the Custodian, or by the Custodian without the written consent of the Trust accompanied by the authorization or approval of the Board of Trustees.

15.04     Governing Law .  This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to conflicts of law principles.  To the extent that the applicable laws of the State of Minnesota, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control, and nothing herein shall be construed in a manner inconsistent with the 1940 Act or any rule or order of the SEC thereunder.

15.05    No Agency Relationship .  Nothing herein contained shall be deemed to authorize or empower either party to act as agent for the other party to this Agreement, or to conduct business in the name, or for the account, of the other party to this Agreement.

15.06    Services Not Exclusive .  Nothing in this Agreement shall limit or restrict the Custodian from providing services to other parties that are similar or identical to some or all of the services provided hereunder.

15.07

Invalidity.  Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties.

15.08    Notices .  Any notice required or permitted to be given by either party to the other shall be in writing and shall be deemed to have been given on the date delivered personally or by courier service, or three days after sent by registered or certified mail, postage prepaid, return receipt requested, or on the date sent and confirmed received by facsimile transmission to the other party’s address set forth below:

Notice to the Custodian shall be sent to:

U.S Bank, N.A.

1555 N. Rivercenter Dr., MK-WI-S302

Milwaukee, WI 53212


Attn:  Tom Fuller

Phone: 414-905-6118

Fax: 866-350-5066


and notice to the Trust shall be sent to:


Compass EMP Funds Trust

4010 S. 147 th St.

Omaha, NE 68137


15.09    Multiple Originals .  This Agreement may be executed on two or more counterparts, each of which when so executed shall be deemed an original, but such counterparts shall together constitute but one and the same instrument.

15.10   No Waiver .  No failure by either party hereto to exercise, and no delay by such party in exercising, any right hereunder shall operate as a waiver thereof.  The exercise by either party hereto of any right hereunder shall not preclude the exercise of any other right, and the remedies provided herein are cumulative and not exclusive of any remedies provided at law or in equity.

15.11   References to Custodian .  The Trust shall not circulate any printed matter which contains any reference to Custodian without the prior written approval of Custodian, excepting printed matter contained in the Prospectus or statement of additional information for the Fund and such other printed matter as merely identifies Custodian as custodian for the Fund.  The Trust shall submit printed matter requiring approval to Custodian in draft form, allowing sufficient time for review by Custodian and its counsel prior to any deadline for printing.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by a duly authorized officer on one or more counterparts as of the date first above written.



COMPASS EMP FUNDS TRUST

  

U.S. BANK NATIONAL ASSOCIATION


By:_ /s/_Stephen Hammers   ____________

By:_ /s/ Michael R. McVoy ____________

Name:_ Stephen Hammers ______________

Name: Michael R. McVoy

Title: _President    ___________________

Title: Senior Vice President














FUND SERVICES AGREEMENT


between



COMPASS EMP FUNDS TRUST


 and





[EXH002.GIF]









INDEX



1.

APPOINTMENT AND DELIVERY OF DOCUMENTS

2.

DUTIES OF GFS

3.

FEES AND EXPENSES

4.

STANDARD OF CARE, INDEMNIFICATION AND RELIANCE

5.

LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY

6.

EXPENSES ASSUMED BY THE TRUST

7.

REPRESENTATIONS AND WARRANTIES

8.

CONFIDENTIALITY

9.

PROPRIETARY INFORMATION

10.

ADDITIONAL FUNDS AND CLASSES

11.

ASSIGNMENT AND SUBCONTRACTING

12.

EFFECTIVE DATE, TERM AND TERMINATION

13.

 LIAISON WITH ACCOUNTANTS/ATTORNEYS

14.

MISCELLANEOUS

APPENDIX I

APPENDIX II

APPENDIX III

 




COMPASS EMP FUNDS TRUST


FUND SERVICES AGREEMENT


T HIS FUND SERVICES AGREEMENT (the “Agreement”) effective as of the 12th day of July, 2012, by and between COMPASS EMP FUNDS TRUST, a Delaware business trust having its principal office and place of business at 4020 S. 147 th Street, Omaha, Nebraska 68137 (the "Trust") and GEMINI FUND SERVICES, LLC, a Nebraska limited liability company having its principal office and place of business at 4020 South 147 th Street, Omaha, Nebraska 68137 (“GFS”).  This Agreement replaces and supersedes all prior understandings and agreements between the parties hereto for the services described below.


WHEREAS , the Trust is an open-end management investment company registered with the United States Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940, as amended (“1940 Act”); and


WHEREAS , the Trust is authorized to issue shares (“Shares”) in separate series, with each such series representing interests in a separate portfolio of securities and other assets; and


WHEREAS , the Trust offers shares in the series as set forth on Appendix IV attached hereto (each such series, together with all other series subsequently established by the Trust and made subject to this Agreement in accordance with Section 10 , being herein referred to as a “Fund,” and collectively as the “Funds”); and


WHEREAS , the Trust desires that GFS perform the services selected on Appendix IV (collectively the “Services”) for the Funds and GFS is willing to provide those services on the terms and conditions set forth in this Agreement;


NOW THEREFORE , in consideration of the promises and mutual covenants contained herein, the Trust and GFS hereby agree as follows:


1.

APPOINTMENT AND DELIVERY OF DOCUMENTS


(a)

The Trust, on behalf of each Fund listed in Appendix IV attached hereto, hereby appoints GFS to provide the Services to the Trust as selected in Appendix IV attached hereto, for the period and on the terms set forth in this Agreement.  GFS accepts such appointment and agrees to furnish the services herein set forth in return for the compensation as provided in Section 3 and Appendix IV of this Agreement.  A description of all the services offered by GFS is set forth on Appendices I – III .  


(b)

In connection therewith the Trust has delivered to GFS copies of:


(i)

the Trust's Agreement and Declaration of Trust, as amended, and Bylaws (collectively, the "Organizational Documents");


(ii)

the Trust's Registration Statement on Form N-1A and all amendments thereto filed with the SEC pursuant to the Securities Act of 1933, as amended  (the "Securities Act"), and the 1940 Act (the "Registration Statement");


(iii)

the Trust’s notification of registration under the 1940 Act on Form N-8A as filed with the SEC;


(iv)

the Trust's current Prospectus and Statement of Additional Information for each Fund (collectively, as currently in effect and as amended or supplemented, the "Prospectus");


(v)

each Fund’s current plan of distribution adopted by the Trust under Rule 12b-1 under the 1940 Act (the "Plan");


(vi)

each Fund’s investment advisory agreement;


(vii)

each Fund’s underwriting agreement;


(viii)

contact information for each Fund’s service providers, including but not limited to, the Fund’s administrator, custodian, transfer agent, independent auditors, legal counsel, underwriter and chief compliance officer; and


(ix)

procedures adopted by the Trust in accordance with Rule 17a-7 under the 1940 Act with respect to affiliated transactions.


(c)

The Trust shall promptly furnish GFS with all amendments of or supplements to the items listed in Section 1(b) above, and shall deliver to GFS a copy of the resolution of the Board of Trustees of the Trust (the "Board") appointing GFS and authorizing the execution and delivery of this Agreement.  


2.

DUTIES OF GFS


GFS’s duties with respect to Fund Accounting, Fund Administration and Transfer Agency services are detailed in Appendices I, II and III to this Agreement.   


(a)

In order for GFS to perform the Services, the Trust (i) shall cause all service providers to the Funds of the Trust to furnish any and all information to GFS, and assist GFS as may be required and (ii) shall ensure that GFS has access to all records and documents maintained by the Trust or any service provider to the Trust or a Fund of the Trust.


(b)

GFS shall, for all purposes herein, be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.


(c)

Whenever, in the course of performing its duties under this Agreement, GFS determines, on the basis of information supplied to GFS by the Trust, that a violation of applicable law has occurred, or that, to its knowledge, a possible violation of applicable law may have occurred, or with the passage of time could occur, GFS shall promptly notify the Trust and its legal counsel of such violation.



3.

FEES AND EXPENSES


(a)

Fees.   As compensation for the Services provided by GFS to the Trust pursuant to this Agreement, the Trust, on behalf of each Fund, agrees to pay GFS the fees set forth in Appendix IV attached hereto.  Fees will begin to accrue for each Fund on the latter of the date of this Agreement or the date GFS begins providing services to a Fund.  For the purpose of determining fees calculated as a function of a Fund’s assets, the value of the Fund’s assets and net assets shall be computed as required by its currently effective Prospectus, generally accepted accounting principles, and resolutions of the Board.  GFS will render, after the close of each month in which services have been furnished, a statement reflecting all of the charges for such month.  Services provided for partial months shall be subject to pro ration.


(b)

Expenses.  GFS will bear its own expenses, in connection with the performance of the Services under this Agreement, except as provided herein or as agreed to by the parties.  In addition to the fees paid under Section 3(a) , the Trust agrees to reimburse GFS for all reasonable out-of-pocket expenses or advances incurred by GFS to perform the Services or otherwise incurred by GFS at the request or with the consent of the Trust .  For reports, analyses and services requested in writing by the Trust and provided by GFS, not in the ordinary course, GFS shall charge hourly fees specified in Appendix IV attached hereto.


(c)

Fee Changes .  On each anniversary date of this Agreement (determined from the “Effective Date” for each Fund as set forth on Appendix IV), the base and/or minimum fees enumerated in Appendix IV attached hereto, may be increased by the change in the Consumer Price Index for the Northeast region (the “CPI”) for the twelve-month period ending with the month preceding such annual anniversary date.  Any CPI increases not charged in any given year may be included in prospective CPI fee increases in future years.  GFS Agrees to provide the Board prior written notice of any CPI increase.


(d)

Due Date .  All fees contemplated under Section 3(a) above and reimbursement for all expenses contemplated under Section 3(b) above are due and payable within ten (10) days of receipt of an invoice provided by GFS.  Any fees or reimbursements due hereunder not received by its due date may be assessed interest at the maximum amount permitted by law.


(e)

Books and Records.   The accounts, books, records and other documents (the “Records”) maintained by GFS shall be the property of the Funds, and shall be surrendered to the Funds, at the expense of the Funds, promptly upon request by the Funds in the form in which such Records have been maintained or preserved, provided that all service fees and expenses charged by GFS in the performance of its duties hereunder have been fully paid to the satisfaction of GFS.  GFS agrees to maintain a back up set of Records of the Funds (which back-up set shall be updated on at least a weekly basis) at a location other than that where the original Records are stored.  GFS shall assist the Funds’ independent auditors, or, upon approval of the Funds, any regulatory body, in any requested review of the Funds’ Records.  GFS shall preserve the Records, as they are required to be maintained and preserved by Rule 31a-1 under the 1940 Act .

(f)

De-Conversion Fees.  Upon termination of this Agreement, GFS will charge a “De-Conversion” fee to compensate GFS for provid ing to the Fund’s new service providers, all material records, history and data maintained by GFS under this Agreement .   The amount of the De-Conversion fees are specified in Appendix IV attached hereto.  In addition, GFS reserves the right to charge for out-of-pocket expenses associated with the De-Conversion, as specified in Section 12(d) of this Agreement.

 

(g)

Post-Engagement Audit Support Fees .  After a De-Conversion, GFS is often called upon to provide support to a Fund’s service provider and assist with a Fund’s audit.  Services provided by GFS to accommodate a Fund’s request following termination of this Agreement shall be subject to GFS’s standard hourly rates existing at the time of the request.  The Fund agrees to compensate GFS, at GFS’s standard hourly rates, for accommodating a Fund’s request following termination of this Agreement.


4.

STANDARD OF CARE, INDEMNIFICATION AND RELIANCE


(a)

Indemnification of GFS .  The Trust shall, on behalf of each applicable Fund, indemnify and hold GFS harmless from and against any and all losses, damages, costs, charges, reasonable attorney or consultant fees, payments, expenses and liability arising out of or attributable to the Trust’s refusal or failure to comply with the terms of this Agreement, breach of any representation or warranty made by the Trust contained in this Agreement, or which arise out of the Trust’s lack of good faith, gross negligence or willful misconduct with respect to the Trust’s performance under or in connection with this Agreement.  The Trust shall hold GFS harmless and GFS shall not be liable for and shall be entitled to rely upon and may act upon information, advice, records , reports and requests generated by the Funds, the Fund’s legal counsel and the Fund’s independent accountants .   GFS shall be without liability for any action reasonably taken or omitted pursuant to this Agreement .  


(b)

Indemnification of the Trust . GFS shall indemnify and hold the Trust and each applicable Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorney or consultant fees, payments, expenses and liability arising out of or attributable to GFS’s refusal or failure to comply with the terms of this Agreement, breach of any representation or warranty made by GFS contained in this Agreement or which arise out of GFS’s lack of good faith, gross negligence, willful misconduct or reckless disregard of its duties with respect to GFS’s performance under or in connection with this Agreement.


(c)

Reliance .  Except to the extent that GFS may be liable pursuant to Sections 4(a) and 4(b) above, GFS shall not be liable for any action taken or failure to act in good faith in reliance upon:


(i)

advice of the Trust , its officers, independent auditors or counsel to the Trust ;


(ii)

any oral instruction which it receives and which it reasonably believes in good faith was transmitted by the person or persons authorized by the Board to give such oral instruction pursuant to the parties’ standard operating practices;


(iii)

any written instruction or certified copy of any resolution of the Board, and GFS may rely upon the genuineness of any such document, copy or facsimile thereof reasonably believed in good faith by GFS to have been validly executed;


(iv)

any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by GFS to be genuine and to have been signed or presented by the Trust or other proper party or parties;


(v)

any instruction, information, data, records or documents provided to GFS or its agents or subcontractors furnished (pursuant to procedures mutually agreed to by GFS and the Trust’s service providers) by machine readable input, data entry, email, facsimile or other similar means authorized by the Trust;


(vi)

any authorization, instruction, approval, item or set of data, or information of any kind transmitted to GFS in person or by telephone, email, facsimile or other electronic means, furnished and reasonably believed by GFS to be genuine and to have been given by the proper person or persons.  GFS shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Trust.



GFS shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack of authority of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which GFS reasonably believes in good faith to be genuine.


At any time, GFS may apply to any officer of the Trust for instructions, and may consult with legal counsel to the Trust with respect to any matter arising in connection with the routine services to be performed by GFS under this Agreement, and GFS and its agents or subcontractors shall not be liable and shall be indemnified by the Trust on behalf of the applicable Fund for any action taken or omitted by it in reasonable reliance upon such instructions or upon the advice of such counsel.  GFS agrees to consult first with a Fund’s adviser before engaging in any non-routine legal consultation that may result in additional legal costs to the Fund.  


(d)

Errors of Others .  GFS shall not be liable for the errors of other service providers to the Trust , including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services' standard contracts entered into by GFS) and errors in information provided by an investment adviser (including prices and pricing formulas and the untimely transmission of trade information) or custodian to the Trust ; except or unless any GFS action or inaction is a direct cause of the error.


(e)

Reliance on Electronic Instructions. If the Trust has the ability to originate electronic instructions to GFS in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information, then in such event GFS shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established and agreed upon by GFS and the Fund’s investment adviser.


(f)

Notification of Claims. In order that the indemnification provisions contained in this Section shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent.


(g)

Notwithstanding any other provision of this Agreement, GFS’s maximum liability to a Fund arising out of the transactions contemplated hereby, whether arising in contract, tort (including, without limitation, negligence) or otherwise, shall not exceed the direct loss to such Fund.  IN NO EVENT SHALL GFS BE LIABLE FOR TRADING LOSSES, LOST REVENUES, SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR LOST PROFITS, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE OR GFS WAS ADVISED OF THE POSSIBILITY THEREOF. THE PARTIES ACKNOWLEDGE THAT THE OTHER PARTS OF THIS AGREEMENT ARE PREMISED UPON THE LIMITATION STATED IN THIS SECTION.

 

5.

LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY


The Board and the shareholders of each Fund (the “Shareholders”) shall not be liable for any obligations of the Trust or of the Funds under this Agreement, and GFS agrees that, in asserting any rights or claims under this Agreement, it shall look only to the assets and property of the Fund (or Funds) to which GFS’s rights or claims relate in settlement of such rights or claims, and not to the Board or the Shareholders of the Funds.  It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of the Trustees, Shareholders, nominees, officers, agents or employees of the Trust personally, but bind only the Trust property of the Trust, as provided in the Agreement and the Organizational Documents of the Trust.  The execution and delivery of this Agreement have been authorized by the Board of the Trust and signed by the officers of the Trust, acting as such, and neither such authorization by the Board and Shareholders nor such execution and delivery by such officers shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Trust as provided in its Organizational Documents.  A copy of the Trust’s Agreement and Declaration of Trust, as amended, is on file with the Secretary of State of Delaware.

 

6.

EXPENSES ASSUMED BY THE TRUST


Except as otherwise specifically stated in this Agreement, GFS shall pay all expenses incurred by it in performing the Services under this Agreement.  Each Fund of the Trust will bear out-of-pocket expenses incurred by GFS under this Agreement and all other expenses incurred in the operation of the Fund (other than those borne by the investment adviser to the Fund) including, but not limited to:


(a)

taxes;

(b)

interest;

(c)

brokerage fees and commissions, if any;

(d)

fees for Trustees who are not officers, directors, partners, employees or holders of five percent (5%) or more of the outstanding voting securities of the investment adviser or GFS;

(e)

Securities and Exchange Commission fees (including EDGAR filing fees);

(f)

state blue sky registration or qualification fees;

(g)

advisory fees;

(h)

charges of custodians;

(i)

transfer and dividend disbursing agents' fees;

(j)

insurance premiums;

(k)

outside auditing and legal expenses;

(l)

costs of maintaining Trust existence;

(m)

costs attributable to shareholder services, including without limitation telephone and personnel expenses;

(n)

costs of preparing and printing prospectuses for regulatory purposes;

(o)

costs of shareholders' reports, Trust meetings and related expenses;

(p)

Trust legal fees; and

(q)

any extraordinary expenses.

 

7.

REPRESENTATIONS AND WARRANTIES


(a)

Representations of GFS.   GFS represents and warrants to the Trust that:


(i)

it is a limited liability company duly organized and existing and in good standing under the laws of the State of Nebraska;


(ii)

it is empowered under applicable laws and by its organizational documents to enter into this Agreement and perform its duties under this Agreement;


(iii)

it has access to the necessary facilities, equipment, and personnel to perform its duties and obligations under this Agreement; and


(iv)

it is registered as a transfer agent under Section 17A of the Securities Exchange Act of 1934 and shall continue to be registered throughout the remainder of this Agreement.


(b)

Representations of the Trust.  The Trust represents and warrants to GFS that:

        

(i)

it is a trust duly organized and existing and in good standing under the laws of the State of Delaware;


(ii)

it is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement;

        

(iii)

all proceedings required by said Organizational Documents have been taken to authorize it to enter into and perform this Agreement;


(iv)

it is an open-end management investment company registered under the 1940 Act and will operate in conformance with the 1940 Act and all rules and regulations promulgated thereunder during the term of this Agreement;


(v)

a registration statement under the Securities Act of 1933 is or will be effective and will continue to remain effective, and appropriate state securities law filings as required, have been or will be made and will continue to be made, with respect to all Shares of the Fund being offered for sale; and


(vi)

the Trust’s Organizational Documents and each Fund’s Registration Statement and Prospectus are true and accurate and will remain true and accurate at all times during the term of this Agreement in conformance with applicable federal and state securities laws.

 

8.

CONFIDENTIALITY


GFS and the Trust agree that all books, records, information, and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except that GFS may:


(a)

prepare or assist in the preparation of periodic reports to shareholders and regulatory bodies such as the SEC;


(b)

provide information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and


(c)

release such information as permitted or required by law or approved in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where GFS may be exposed to civil or criminal liability or proceedings for failure to release the information, when requested to divulge such information by duly constituted authorities or when so requested by the Trust and the Advisers.


Except as provided above, in accordance with Title 17, Chapter II, part 248 of the Code of Federal Regulations (17 CFR 248.1 – 248.30) (“Reg S-P”), GFS will not directly, or indirectly through an affiliate, disclose any non-public personal information as defined in Reg S-P, received from a Fund to any person that is not affiliated with the Fund or with GFS and provided that any such information disclosed to an affiliate of GFS shall be under the same limitations on non-disclosure.


Both parties agree to communicate sensitive information via secured communication channels (i.e. encrypted format).  

 

9.

PROPRIETARY INFORMATION


(a)

Proprietary Information of GFS . The Trust acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals maintained by GFS on databases under the control and ownership of GFS or a third party constitute copyrighted, trade secret, or other proprietary information (collectively, “GFS Proprietary Information”) of substantial value to GFS or the third party. The Trust agrees to treat all GFS Proprietary Information as proprietary to GFS and further agrees that it shall not divulge any GFS Proprietary Information to any person or organization except as may be provided under this Agreement.


(b)

Proprietary Information of the Trust . GFS acknowledges that the Shareholder list and all information related to shareholders furnished to GFS by the Trust or by a shareholder in connection with this Agreement (collectively, “Customer Data”) all information regarding the Trust portfolios, arrangements with brokerage firms, compensation paid to or by the Trust, trading strategies and all such related information (collectively, “Trust Proprietary Information”) constitute proprietary information of substantial value to the Trust. In no event shall GFS Proprietary Information be deemed Trust Proprietary Information or Customer Data. GFS agrees to treat all Trust Proprietary Information and Customer Data as proprietary to the Trust and further agrees that it shall not divulge any Trust Proprietary Information or Customer Data to any person or organization except as may be provided under this Agreement or as may be directed by the Trust or as may be duly requested by regulatory authorities.


(c)

Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 9.  The obligations of this section shall survive any earlier termination of this Agreement.

 

10.

ADDITIONAL FUNDS AND CLASSES


In the event that the Trust establishes one or more series of Shares or one or more classes of Shares after the effectiveness of this Agreement, such series of Shares or classes of Shares, as the case may be, shall become Funds and classes under this Agreement with necessary changes made to Appendix IV ; however, either GFS or the Trust may elect not to make any such series or classes subject to this Agreement.


11.

ASSIGNMENT AND SUBCONTRACTING


This Agreement shall extend to and shall be binding upon the parties hereto and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by the Trust without the prior written consent of GFS. GFS may subcontract any or all of its responsibilities pursuant to this Agreement to one or more companies, trusts, firms, individuals or associations, which may or may not be affiliated persons of GFS and which agree to comply with the terms of this Agreement; provided , however, that any such subcontracting shall not relieve GFS of its responsibilities hereunder.  GFS may pay such persons for their services, but no such payment will increase fees due from the Trust hereunder.



12.

EFFECTIVE DATE, TERM AND TERMINATION


(a)

    Effective Date .  This Agreement shall become effective on the date first above written and the effective date with respect to each Fund is set forth on the applicable Appendix IV attached hereto.


(b)

    Term .  This Agreement shall remain in effect for a period of three (3) years from the applicable Fund(s) effective date and shall continue in effect for successive twelve-month periods provided that such continuance is specifically approved at least annually by a majority of the Board.  


(c)

    Termination .  This Agreement can be terminated at any time after the end of the first year upon ninety (90) days’ prior written notice by either party.  Upon termination of this Agreement, GFS shall have no further obligation to provide Services to the terminating Fund(s) and all outstanding payments due from such Fund(s) under this Agreement shall become immediately due and payable to GFS, including any unpaid fees earned through the date of termination of this Agreement.  In the event of termination, GFS agrees that it will cooperate to facilitate the smooth transition of services and to minimize disruption to a Fund and its shareholders.  Notwithstanding the foregoing, either party may terminate this agreement upon thirty (30) days’ written notice in the event of a breach.  The parties have a right to attempt to cure a breach within the thirty-day notice period.  If the breach is not cured within said period, then the parties hereto will submit to arbitration, in accordance with Section 14(g) , below. In any event, this Agreement can be terminated at any time upon thirty (30) days’ prior written notice if the Board makes a determination to liquidate the Fund.  


(d)

    Reimbursement of GFS’s Expenses .  If this Agreement is terminated with respect to a Fund or Funds, GFS shall be entitled to collect from the Fund or Funds, in addition to the compensation described under Section 3 of this Agreement, the amount of all of GFS’s reasonable labor charges and cash disbursements for services in connection with GFS’s activities in effecting such termination, including without limitation, the labor costs and expenses associated with the de-conversion of the Trust’s records of each Fund from its computer systems, and the delivery to the Trust and/or its designees of the Trust’s property, records, instruments and documents, or any copies thereof.  Subsequent to such termination, for a reasonable fee, GFS will provide the Trust with reasonable access to all Trust documents or records, if any, remaining in its possession.  


(e)

    Survival of Certain Obligations .  The obligations of Sections 3, 4, 8, 9, 12 and 13 shall survive any termination of this Agreement.


13.

LIAISON WITH ACCOUNTANTS/ATTORNEYS


(a)      GFS shall act as liaison with each Fund’s independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules with respect to each Fund.  GFS shall take reasonable actions in the performance of its duties under this Agreement to ensure that the necessary information is made available to such accountants for the expression of their opinion, as required by the Fund.


(b)

GFS shall act as liaison with each Fund’s legal counsel and shall take reasonable actions to ensure that necessary Fund information is made available to the Fund’s legal counsel.  

 

14.

MISCELLANEOUS


(a)

Amendments .  This Agreement may not be amended, or any provision hereof waived, except in writing signed by the party against which the enforcement of such amendment or waiver is sought.


(b)

Governing Law .  This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York.


(c)

Entire Agreement .  This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.


(d)

C ounterparts .  The parties may execute this Agreement on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.


(e)

Severability .  If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected by such determination, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid.


(f)

Force Majeure.  Neither party shall be liable for failure to perform if the failure results from a cause beyond its control, including, without limitation, fire, electrical, mechanical, or equipment breakdowns, delays by third party vendors and/or communications carriers, civil disturbances or disorders, terrorist acts, strikes, acts of governmental authority or new governmental restrictions, or acts of God.


(g)

Arbitration .   The parties understand and agree that, to the extent permitted by law, all claims arising out of this Agreement will be resolved through final and binding arbitration pursuant to the terms hereof.  In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited.


Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association.  Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested.  Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction.

This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award.  The prevailing party shall also be entitled to an award of reasonable attorneys’ fees and costs incurred in connection with the enforcement of this Agreement.  No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until:

·

The class certification is denied;

·

The class is decertified; or

·

The person is excluded from the class by the court.


Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.


(h)

Headings .  Section and paragraph headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.


(i)

Notices .  All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered by hand or by overnight, registered or certified mail, postage prepaid, or by facsimile to each party at the address set forth below or at such new address designated by such party by notice given pursuant to this Section.


To the Trust:

To GFS:

Attn: Legal Counsel

Kevin Wolf  

Compass EMP Funds Trust

President

4020 S. 147 th Street

Gemini Fund Services, LLC

Omaha, NE  68137

450 Wireless Boulevard

 

Hauppauge, NY 11788

 

Telephone: (631) 470-2600

 

AndrewR@geminifund.com


With a copy to:

With a copy to:

 

 

JoAnn M. Strasser, Esq.

Brian Nielsen, Esq.

Thompson Hine LLP

Gemini Fund Services, LLC

41 South High Street, 17 th floor

4020 South 147th Street

Columbus, Ohio 43215

Omaha, Nebraska 68137


(j)

Safekeeping . GFS shall establish and maintain facilities and procedures reasonably acceptable to the Trust for the safekeeping and control of records maintained by GFS under this Agreement including the preparation and use of check forms, facsimile, email or other electronic signature imprinting devices.


(k)

Distinction of Funds .  Notwithstanding any other provision of this Agreement, the parties agree that the assets and liabilities of each Fund of the Trust are separate and distinct from the assets and liabilities of each other Fund and that no Fund shall be liable or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwise.


(l)

Representation of Signatories .  Each of the undersigned expressly warrants and represents that they have full power and authority to sign this Agreement on behalf of the party indicated and that their signature will bind the party indicated to the terms hereof.



IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized persons, effective as of the day and year first above written.


 

 

 

COMPASS EMP FUNDS TRUST

GEMINI FUND SERVICES, LLC

   
By:   /s/ Stephen Hammers By:   /s/ Kevin Wolf

Name:  Stephen Hammers

Kevin Wolf  

Title:  President

President

   

Attest:

 

 

 
By:   /s/ William Kimme  

William Kimme  

 

Chief Compliance Officer

 

 

 






APPENDIX I

Fund Accounting Services


With respect to each Fund electing Fund Accounting Services, GFS shall provide the following services subject to, and in compliance with, the objectives, policies and limitations set forth in the Trust’s Registration Statement, the Trust’s Organizational Documents, applicable laws and regulations, and resolutions and policies established by the Trust’s Board:


1)

Timely calculate the net asset value per share with the frequency prescribed in each Fund's then-current Prospectus, transmit the Fund's net asset value to NASDAQ, and communicate such net asset value to the Trust and its transfer agent;


2)

Calculate each item of income, expense, deduction, credit, gain and loss, if any, as required by the Trust and in conformance with generally accepted accounting principles ("GAAP"), SEC Regulation S-X (or any successor regulation) and the Internal Revenue Code of 1986, as amended (or any successor laws)(the "Code");


3)

Prepare and maintain on behalf of the Trust, books and records of each Fund, as required by Rule 31a-1 under the 1940 Act, and as such rule or any successor rule, may be amended from time to time, that are applicable to the fulfillment of GFS’s Fund Accounting Services, as well as any other documents necessary or advisable for compliance with applicable regulations as may be mutually agreed to between the Trust and GFS.  Without limiting the generality of the foregoing, GFS will prepare and maintain the following records upon receipt of information in proper form from the Fund or its authorized agents:

a.

Cash receipts journal

b.

Cash disbursements journal

c.

Dividend record

d.

Purchase and sales - portfolio securities journals

e.

Subscription and redemption journals

f.

Security ledgers

g.

Broker ledger

h.

General ledger

i.

Daily expense accruals

j.

Daily income accruals

k.

Securities and monies borrowed or loaned and collateral therefore

l.

Foreign currency journals

m.

Trial balances


4)

Make such adjustments over such periods as the Trust’s administrator deems necessary, and communicates to GFS in writing, to reflect over-accruals or under-accruals of estimated expenses or income;


5)

Provide the Trust and, each investment adviser serving as an investment adviser for a Fund with daily portfolio valuation, net asset value calculation and other standard operational reports as requested from time to time;


6)

Provide all raw data available from its mutual fund accounting system for the Fund’s investment adviser or the administrator to assist in preparation of the following:

a.

Semi-annual financial statements;

b.

Semi-annual form N-SAR and annual tax returns;

c.

Financial data necessary to update form N-1A; and

d.

Annual proxy statement.


7)

Provide facilities to accommodate an audit by each Fund’s independent accountants and, upon approval of the Trust, any audits or examinations conducted by the SEC or any other governmental or quasi-governmental entities with jurisdiction;


8)

Transmit to and receive from each Fund's transfer agent appropriate data on a daily basis and daily reconcile Shares outstanding and other data with the transfer agent;


9)

Periodically reconcile all appropriate data with each Fund's custodian; and


10)

Perform such other record keeping, reporting and other tasks as may be specified from time to time in the procedures adopted by the Board pursuant to mutually acceptable timelines and compensation agreements.


Fund Accounting Records.


Maintenance of and Access to Records . GFS shall maintain records relating to its services, such as journals, ledger accounts and other records, as are required to be maintained under the 1940 Act and, specifically, Rule 31a-1 thereunder.  The books and records pertaining to the Trust that are in possession of GFS shall be the property of the Trust. The Trust, or the Trust's authorized representatives, shall have access to such books and records at all times during GFS’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by GFS to the Trust or the Trust's authorized representatives.  In the event the Trust designates a successor that assumes any of GFS’s obligations hereunder, GFS shall, at the expense and direction of the Trust, transfer to such successor all relevant books, records and other data established or maintained by GFS under this Agreement.


Inspection of Records .  In case of any requests or demands for the inspection of the records of the Trust maintained by GFS, GFS will endeavor to notify the Trust and to secure instructions from an authorized officer of the Trust as to such inspection. GFS shall abide by the Trust's instructions for granting or denying the inspection; provided, however, that GFS may grant the inspection without instructions from the Trust if GFS is advised to disclose by its legal counsel.


All out-of-pocket expenses will be billed as set forth on Appendix IV.  GFS may from time to time adopt new procedures, or modify existing procedures, in order to carry out its Fund Accounting Services.  Any modification of the Fund Accounting Services provided by GFS as set forth in this Appendix I shall be delivered to the Trust in writing.  






APPENDIX II

Fund Administrative Services


With respect to each Fund electing Fund Administrative Services, GFS shall provide the following services subject to, and in compliance with the objectives, policies and limitations set forth in the Trust’s Registration Statement, the Trust’s Organizational Documents, applicable laws and regulations, and resolutions and policies established by the Trust’s Board:


1)

    Monitor the performance of administrative and professional services rendered to the Trust by others, including its custodian, transfer agent, fund accountant and dividend disbursing agent as well as legal, auditing, shareholder servicing and other services performed for the Trust;


2)

    Monitor Fund holdings and operations for post-trade compliance with the Prospectus and Statement of Additional Information, SEC statutes, rules, regulations and policies and pursuant to advice from the Fund’s independent public accountants and Trust counsel, monitor Fund holdings for compliance with IRS taxation limitations and restrictions and applicable Federal Accounting Standards Board rules, statements and interpretations; provide periodic compliance reports to each investment adviser or sub-adviser to the Trust, and assist the Trust, the Adviser and each sub-adviser to the Trust (collectively referred to as “Advisers”) in preparation of periodic compliance reports to the Trust, as applicable;


3)

   Prepare and coordinate the printing of semi-annual and annual financial statements;


4)

    Prepare selected management reports for performance and compliance analyses agreed upon by the Trust and GFS from time to time;


5)

    In consultation with legal counsel to the Trust, the investment adviser, officers of the Trust and other relevant parties, prepare and disseminate materials for meetings of the Board, including agendas and selected financial information as agreed upon by the Trust and GFS from time to time; attend and participate in Board meetings to the extent requested by the Board;


6)

    Determine income and capital gains available for distribution and calculate distributions required to meet regulatory, income, and excise tax requirements, to be reviewed by the Trust's independent public accountants;


7)

    Review the Trust's federal, state, and local tax returns as prepared and signed by the Trust's independent public accountants;


8)

    Prepare and maintain the Trust's operating expense budget to determine proper expense accruals to be charged to each Fund in order to calculate its daily net asset value;


9)

    In consultation with legal counsel for the Trust, assist in and monitor the preparation, filing, printing and where applicable, dissemination to shareholders of the following:

a.

periodic reports to the Trustees, shareholders and the SEC, including but not limited to annual reports and semi-annual reports;

b.

notices pursuant to Rule 24f-2;

c.

proxy materials; and

d.

reports to the SEC on Forms N-SAR, N-CSR, N-Q and N-PX.


10)

Coordinate the Trust's audits and examinations by:

a.

assisting each Fund’s independent public accountants, or, upon approval of the Trust, any regulatory body, in any requested review of a Fund’s accounts and records;

b.

providing appropriate financial schedules (as requested by a Fund’s independent public accountants or SEC examiners); and

c.

providing office facilities as may be required.


11)

Determine, after consultation with legal counsel for the Trust and the Fund’s investment adviser, the jurisdictions in which Shares of the Trust shall be registered or qualified for sale; facilitate, register, or prepare applicable notice or other filings with respect to, the Shares with the various state and territories of the United States and other securities commissions, provided that all fees for the registration of Shares or for qualifying or continuing the qualification of the Trust shall be paid by the Trust;


12)

Monitor sales of Shares and ensure that the Shares are properly and duly registered with the SEC;


13)

Monitor the calculation of performance data for dissemination to information  services covering the investment company industry, for sales literature of the Trust and other appropriate purposes;


14)

Prepare, or cause to be prepared, expense and financial reports, including Fund budgets, expense reports, pro-forma financial statements, expense and profit/loss projections and fee waiver/expense reimbursement projections on a periodic basis;


15)

Prepare authorization for the payment of Trust expenses and pay, from Trust assets, all bills of the Trust;


16)

Provide information typically supplied in the investment company industry to companies that track or report price, performance or other information with respect to investment companies;


17)

Upon request, assist each Fund in the evaluation and selection of other service providers, such as independent public accountants, printers, EDGAR providers and proxy solicitors (such parties may be affiliates of GFS);


18)

Perform other services, recordkeeping and assistance relating to the affairs of the Trust as the Trust may, from time to time, reasonably request pursuant to mutually acceptable timelines and compensation agreements.


All out-of-pocket expenses will be billed as set forth on Appendix IV.  GFS may from time to time adopt new procedures, or modify existing procedures, in order to carry out its Fund Administrative Services.  Any modification of the Fund Administrative Services provided by GFS as set forth in this Appendix II shall be delivered to the Trust in writing.  





APPENDIX III

Transfer Agency Services


With respect to each Fund electing Transfer Agency Services, GFS shall provide the following services subject to, and in compliance with the objectives, policies and limitations set forth in the Trust’s Registration Statement, the Trust’s Organizational Documents, Bylaws, applicable laws and regulations, and resolutions and policies established by the Trust’s Board:


1)

Provide the services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation, open-account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program) that are customary for open-end management investment companies including:


a.

maintaining all Shareholder accounts;

b.

preparing Shareholder meeting lists;

c.

preparing and certifying direct Shareholder lists in conjunction with proxy solicitations;

d.

preparing periodic mailing of year-end tax and statement information;

e.

mailing Shareholder reports and prospectuses to current Shareholders;

f.

withholding taxes on U.S. resident and non-resident alien accounts;

g.

preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required by federal authorities with respect to distributions for Shareholders;

h.

preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts; and

i.

providing account information in response to inquiries from Shareholders.


2)

Receiving for acceptance, orders for the purchase of Shares, and promptly delivering payment and appropriate documentation therefore to the Custodian of the Fund authorized by the Board (the “Custodian”); or, in the case of a Fund operating in a master-feeder or fund of funds structure, to the transfer agent or interest-holder record keeper for the master portfolios in which the Fund invests;


3)

Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the appropriate Shareholder account;


4)

 Receiving for acceptance, redemption requests and redemption directions and delivering the appropriate documentation therefore to the Custodian or, in the case of a Fund operating in a master-feeder or fund of funds structure, to the transfer agent or interest-holder record keeper for the master portfolios in which the Fund invests;


5)

 As and when the Fund receives monies paid to it by the Custodian with respect to any redemption, paying over or cause to be paid over the redemption proceeds as required by the Prospectus pursuant to which the redeemed Shares were offered and as instructed by the redeeming Shareholders;


6)

Effecting transfers of Shares upon receipt of appropriate instructions from Shareholders;


7)

Monitoring and making appropriate filings with respect to the escheatment laws of the various states and territories of the United States;


8)

Preparing and transmitting to Shareholders (or crediting the appropriate Shareholder accounts) payments for all distributions and dividends declared by the Trust with respect to Shares of each Fund;


9)

Receiving from Shareholders and/or debiting Shareholder accounts for sales commissions, including contingent deferred, deferred and other sales charges, and service fees ( i.e., wire redemption charges) and prepare and transmit payments to underwriters, selected dealers and others for commissions and service fees received and provide necessary tracking reports to the Fund’s and/or the Fund’s principal underwriter;


10)

Recording the issuance of shares of a Fund and maintaining pursuant to SEC Rule 17Ad-10(e) a record of the total number of shares of the Fund which are authorized, based upon data provided to it by the Fund, issued and outstanding; and  


11)

Providing the Trust on a regular basis with each Fund’s total number of shares that are authorized and issued and outstanding.


Issuance of Shares .


GFS, in its capacity as transfer agent, shall make original issues of Shares of each Fund in accordance with the Fund’s Prospectus, only upon receipt of:


a.

instructions requesting the issuance,

b.

a copy of a resolution of the Board authorizing the issuance,

c.

necessary funds for the payment of any original issue tax applicable to such Shares, and

d.

an opinion of the Trust’s legal counsel as to the legality and validity of the issuance, which opinion may provide that it is contingent upon the filing by the Trust of an appropriate notice with the SEC, as required by Section 24 of the 1940 Act or the rules thereunder. If such opinion is contingent upon a filing under Section 24 of the 1940 Act, the Trust shall indemnify GFS for any liability arising from the failure of the Trust to comply with such section or the rules thereunder.


The responsibility of GFS for each Fund’s state registration status is solely limited to the reporting of transactions to the Trust, and GFS shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund, its distributor or other agent.


Transfer of Shares .


Transfers of Shares of each Fund shall be registered on the Shareholder records maintained by GFS. In registering transfers of Shares, GFS may rely upon the Uniform Commercial Code as in effect in the State of Nebraska or any other statutes that, in the opinion of GFS’s legal counsel, protect GFS and the Trust from liability arising from:



a.

not requiring complete documentation;

b.

registering a transfer without an adverse claim inquiry;

c.

delaying registration for purposes of such inquiry; or

d.

refusing registration whenever an adverse claim requires such refusal.


As transfer agent, GFS will be responsible for delivery to the transferor and transferee of such documentation as is required by the Uniform Commercial Code.


Purchase Orders.


Shares shall be issued in accordance with the terms of the Prospectus after GFS or its agent receives either:

a.

an instruction directing investment in a Fund, a check (other than a third party check) or a wire or other electronic payment in the amount designated in the instruction and in the case of an initial purchase, a completed account application; or

b.

the information required for purchases pursuant to a selected dealer agreement, processing organization agreement, or a similar contract with a financial intermediary.


Distribution Eligibility.    


Shares issued in a Fund after receipt of a completed purchase order shall be eligible to receive distributions of the Fund at the time specified in the prospectus pursuant to which the Shares are offered.


Determination of Federal Funds .


Shareholder payments shall be considered “Federal Funds” no later than on the day indicated below unless other times are noted in the Prospectus:


a.

for a wire received, at the time of the receipt of the wire;

b.

for a check drawn on a member bank of the Federal Reserve System, on the second Fund Business Day following receipt of the check; and

c.

for a check drawn on an institution that is not a member of the Federal Reserve System, at such time as GFS is credited with Federal Funds with respect to that check.


Lost Shareholders .  


GFS shall perform such services as are required in order to comply with Rules 17a-24 and 17Ad-17 (the “Lost Shareholder Rules”) of the Securities Exchange Act of 1934, including, but not limited to, those set forth below.  GFS may, in its sole discretion, use the services of a third party to perform some of or all such services.


a.

documentation of search policies and procedures;

b.

execution of required searches;

c.

tracking results and maintaining data sufficient to comply with the Lost Shareholder Rules; and

d.

preparation and submission of data required under the Lost Shareholder Rules.

Anti-Money Laundering (“AML”) Delegation.


The Trust hereby delegates to GFS certain AML duties under this Agreement, as permitted by law and in accordance with the Trust’s Anti-Money Laundering Policies and Procedures as may be amended from time to time.  Such duties delegated to GFS include procedures reasonably designed to prevent and detect money laundering activities and to ensure that each Fund can have a reasonable belief that it knows the identity of each person or entity opening an account with the Fund.  GFS’s procedures will include, as appropriate, procedures to assist the Fund(s) to:

·

detect and report suspicious activities;

·

comply with “know your customer” requirements;

·

monitor high-risk accounts; and

·

maintain required records.

GFS shall provide for proper supervision and training of its personnel.  With respect to assisting the Trust with its Customer Identification Program (“CIP”) designed to ensure the identity of any person opening a new account with a Fund (a “Customer”), GFS will assist the Fund(s) through the use of the following:

·

risk-based procedures to verify the identity of each Customer to the extent reasonable and practicable, such that the Fund may have a reasonable belief that it knows the true identity of each Customer;

·

before opening an account, obtain a Customer’s name, date of birth (for an individual), address, and identification number 1 ;

·

procedures to verify the identity of a Customer within a reasonable time after the account is opened;

·

procedures for maintenance of records relating to Customer identification and supporting the verification; and

·

procedures to determine whether the Customer’s name appears on any list of known or suspected terrorists or terrorist organizations issued by any federal government agency and designated as such by the Department of the Treasury in consultation with the federal functional regulators, within a reasonable period of time after the account is opened.

For purposes of verifying the identity of a Customer, GFS may rely on documents, so long as, based on that information, GFS can form a reasonable belief that it knows the identity of the Customer, including:

·

an individual’s unexpired government-issued identification evidencing nationality or residence and bearing a photograph or similar safeguard, (such as a driver’s license or passport); or

·

documents showing the existence of an entity, such as articles of incorporation, a government-issued business license, a partnership agreement, or trust instrument.

To the extent that the Customer’s identity cannot be verified by relying on documents, other methods may be used by GFS, including, (i) contacting a Customer; (ii) independently verifying the Customer’s identity through the comparison of information provided by the Customer with information obtained from a consumer reporting agency, public database, or other source; (iii) checking references with other financial institutions; and (iv) obtaining a financial statement.


                                                                               

1 An identification number may be, a taxpayer identification number, passport number and country of issuance, alien identification card number, or number and country of issuance of any other government-issued document evidencing nationality or residence and bearing a photograph or similar safeguard.


 

In the event that GFS is not able to verify the identity of a Customer sufficiently that it can form a reasonable belief that it knows the true identity of a Customer, then GFS may, as appropriate:

·

not open an account for the Customer;

·

apply limited terms under which a Customer may use an account until the Customer’s identity is verified;

·

close an account, after attempts to verify a Customer’s identity have failed; or

·

assist the Fund in filing a Suspicious Activity Report in accordance with applicable law and regulation, regarding the Customer.

Each Fund represents and agrees that it will provide Customers with adequate notice that the Fund is requesting information to verify their identities.  The notice will be included in the application or the prospectus, or a document accompanying the application or prospectus provided it is reasonably designed to ensure that the customer views or otherwise receives the notice before opening the account.

 In consideration of the performance of the duties by GFS pursuant to this Section, the Trust agrees to pay GFS for the reasonable administrative expenses that may be associated with such additional duties.


Anti-Identity Theft Delegation.


To the extent that a Fund has covered accounts that allow redemption proceeds to go to third parties, GFS will assume Anti-Identity Theft monitoring duties for the Fund under this Agreement, pursuant to legal requirements. Any out of pocket expenses occurred in this regard are due and payable by the Fund.


Rule 22c-2 Compliance.


Rule 22c-2 under the 1940 Act requires that a fund’s principal underwriter or transfer agent enter into a shareholder information agreement with any financial intermediary or its agent where, through itself or its agent, purchases or redeems shares directly from a fund, its principal underwriter or transfer agent, or through a registered clearing agency .  Each Fund shall ensure that its principal underwriter enters into such agreements, which permits GFS as transfer agent to request information from such financial intermediaries to insure that the Trust’s procedures are being followed with respect to market timing and, where applicable, early redemption fees.  The Trust’s procedures in this regard would trigger the information requests, under certain conditions, with respect to said financial intermediaries’ omnibus accounts in the respective Fund.  


Processing through the National Securities Clearing Corporation (the “NSCC”).


GFS will: (i) process accounts through Networking and the purchase, redemption, transfer and exchange of shares in such accounts through Fund/SERV (Networking and Fund/SERV being programs operated by the NSCC on behalf of NSCC’s participants, including the Trust), in accordance with, instructions transmitted to and received by GFS by transmission from NSCC on behalf of broker-dealers and banks which have been established by, or in accordance with the instructions of authorized persons, as hereinafter defined on the dealer file maintained by GFS; (ii) issue instructions to each Fund’s Custodian for the settlement of transactions between the Fund and NSCC (acting on behalf of its broker-dealer and bank participants); (iii) provide account and transaction information from the affected Trust’s records on an appropriate computer system in accordance with NSCC’s Networking and Fund/SERV rules for those broker-dealers; and (iv) maintain Shareholder accounts through Networking.


Transfer Agency Records.


GFS shall maintain the following shareholder account information:


·

name, address and United States Tax Identification or Social Security number;

·

number of Shares held and number of Shares for which certificates, if any, have been issued, including certificate numbers and denominations;

·

historical information regarding the account of each Shareholder, including dividends and distributions paid and the date and price for all transactions on a Shareholder’s account;

·

any stop or restraining order placed against a Shareholder’s account;

·

any correspondence relating to the current maintenance of a Shareholder’s account;

·

information with respect to withholdings; and

·

any information required in order for GFS to perform any calculations by this Agreement.



All out-of-pocket expenses will be billed as set forth on Appendix IV.  GFS may from time to time adopt new procedures, or modify existing procedures, in order to carry out its Transfer Agency Services.  Any modification of the Transfer Agency Services provided by GFS as set forth in this Appendix III shall be delivered to the Trust in writing.






[OPINIONANDCONSENT004.GIF]



September 4, 2012


Compass EMP Funds Trust

17605 Wright Street

Omaha, NE  68130


Trustees:

This letter is in response to your request for our opinion in connection with the filing of Pre-Effective Amendment No. 1 to the Registration Statement, File Nos.: 333-181196; 811-22696 (the "Registration Statement"), of Compass EMP Funds Trust (the "Trust").

We have examined a copy of the Trust’s Agreement and Declaration of Trust, the Trust’s By-laws, the Trust’s record of the various actions by the Trustees thereof, and all such agreements, certificates of public officials, certificates of officers and representatives of the Trust and others, and such other documents, papers, statutes and authorities as we deem necessary to form the basis of the opinion hereinafter expressed.  We have assumed the genuineness of the signatures and the conformity to original documents of the copies of such documents supplied to us as copies thereof.

Based upon the foregoing, we are of the opinion that, after Pre-Effective Amendment No. 1 is effective for purposes of applicable federal and state securities laws, the shares of each fund listed on the attached Exhibit A (each a "Fund"), if issued in accordance with the then current Prospectus and Statement of Additional Information of the Fund, will be legally issued, fully paid and non-assessable.

We hereby give you our permission to file this opinion with the Securities and Exchange Commission as an exhibit to Pre-Effective Amendment No. 1 to the Registration Statement.  This opinion may not be filed with any subsequent amendment, or incorporated by reference into a subsequent amendment, without our prior written consent.  This opinion is prepared for the Trust and its shareholders, and may not be relied upon by any other person or organization without our prior written approval.

Very truly yours,


/s/ Thompson Hine LLP

THOMPSON HINE LLP






#

Exhibit A

1

Compass EMP U.S. Large Cap 500 Volatility Weighted Fund

2

Compass EMP U.S. Small Cap 500 Volatility Weighted Fund

3

Compass EMP International 500 Volatility Weighted Fund

4

Compass EMP Emerging Market 500 Volatility Weighted Fund

5

Compass EMP U.S. REIT Hedged Volatility Weighted Fund

6

Compass EMP U.S. Equity Hedged Volatility Weighted Fund

7

Compass EMP U.S. Equity Long/Short Fund

8

Compass EMP International Equity Long/Short Fund

9

Compass EMP International Equity Hedged Volatility Weighted Fund

10

Compass EMP Commodity Long/Short Strategies Fund

11

Compass EMP Commodity Strategies Volatility Weighted Fund

12

Compass EMP Managed Futures Strategy Fund

13

Compass EMP U.S. Hedged Bond Fund

14

Compass EMP International Hedged Bond Fund

15

Compass EMP U.S. Enhanced Bond Fund

16

Compass EMP International Enhanced Bond Fund

17

Compass EMP Ultra Short-Term Fixed Income Fund




[OPINIONANDCONSENT005.GIF]

715100.1











CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





We consent to the references to our firm in the Pre-Effective Amendment to the Registration Statement on Form N-1A of Compass EMP Ultra Short-Term Fixed Income Fund (the “Fund”), a series of shares of beneficial interest of Compass EMP Funds Trust, and to the use of our report dated August 30, 2012 on the statement of assets and liabilities and the related statement of operations as of August 7, 2012 of the Fund. Such financial statement appears in the Fund's Statement of Additional Information.

                                                                                                    [BBDCONSENT001.JPG]

    BBD, LLP



Philadelphia, Pennsylvania

August 30, 2012











SUBSCRIPTION AGREEMENT BETWEEN THE FUND AND THE INVESTOR


COMPASS EMP ULTRA SHORT-TERM FIXED INCOME FUND


LETTER OF INVESTMENT INTENT



July 12, 2012



To the Board of Trustees of Compass EMP Funds Trust:


Effective as of the date first written above, the undersigned (the "Purchaser") subscribes to purchase a beneficial interest ("Interest") in the Compass EMP Ultra Short-Term Fixed Income Fund, in the amount of $100,000.00 for 10,000 shares (in any combination of Class A shares Load waived and/or Class I shares, or of solely Class A shares load waived or Class I shares) at net asset value of $10.00 per share, in consideration for which the Purchaser agrees to transfer to you upon demand cash in the amount of $100,000.00.


The Purchaser agrees that each Interest is being purchased for investment purposes only and with no present intention of reselling or redeeming said Interest.



Compass Efficient Model Portfolios, LLC


/s/ Stephen M. Hammers


By: Stephen M. Hammers, Managing Partner



 




COMPASS EMP FUNDS TRUST

CLASS A MASTER DISTRIBUTION PLAN

PURSUANT TO RULE 12 b-1


Adopted July 12, 2012


WHEREAS, Compass EMP Funds Trust, an Delaware statutory trust (the “Trust”), engages in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the “1940 Act”); and


WHEREAS, the Trust is authorized to issue an unlimited number of shares of beneficial interest without par value (the “Shares”), which may be divided into one or more series of Shares; and


WHEREAS, the Trustees of the Trust as a whole, and the Trustees who are not interested persons of the Trust (as defined in the 1940 Act) and who have no direct or indirect financial interest in the operation of this Plan or in any agreement relating hereto (the “Qualified Trustees”), having determined, in the exercise of reasonable business judgment and in light of their fiduciary duties under state law and under Section 36(a) and (b) of the 1940 Act, that there is a reasonable likelihood that this Plan will benefit each series listed on Exhibit A (each a “Fund”, collectively the “Funds”);


NOW THEREFORE, the Trust hereby adopts this Plan for the Class A Shares of each Fund, in accordance with Rule 12b-1 under the 1940 Act, on the following terms and conditions:


1.

Distribution Activities .  Subject to the supervision of the Trustees of the Trust, each Fund may, directly or indirectly, engage in any activities related to the distribution of Class A Shares of the Fund, which activities may include, but are not limited to, the following (the "Distribution Activities"):  (a) payments, including incentive compensation, to securities dealers or other financial intermediaries, financial institutions, investment advisers and others that are engaged in the sale of Class A Shares, or that may be advising shareholders of the Fund regarding the purchase, sale or retention of Class A Shares, or that hold Class A Shares for shareholders in omnibus accounts or as shareholders of record or provide shareholder support or administrative services to the Fund and its shareholders; (b) payments made to securities dealers or other financial intermediaries, financial institutions, investment advisers and others that render shareholder support services not otherwise provided by the Fund’s transfer agent, including, but not limited to, allocated overhead, office space and equipment, telephone facilities and expenses, answering routine inquiries regarding the Fund, processing shareholder transactions, and providing such other shareholder services as the Trust may reasonably request; (c) expenses of maintaining personnel (including personnel of organizations with which the Fund has entered into agreements related to this Plan) who engage in or support distribution of Class A Shares; (d) costs of preparing, printing and distributing prospectuses and statements of additional information and reports of the Fund for recipients other than existing shareholders of the Fund; (e) costs of formulating and implementing marketing and promotional activities, including, but not limited to, sales seminars, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising; (f) costs of preparing, printing and distributing sales literature; (g) costs of obtaining such information, analyses and reports with respect to marketing and promotional activities as the Fund may, from time to time, deem advisable; and (h) costs of implementing and operating this Plan.  The Trust is authorized to engage in the activities listed above, and in any other activities related to the distribution of Class A Shares, either directly or through other persons with which the Trust has entered into agreements related to this Plan.


2.

Annual Fee .  Each Fund may incur expenses for Distribution Activities at an annual rate of up to 0.25% of the average daily net assets of the Class A shares of the Fund.  Expenses reimbursed to the Fund's adviser pursuant to this Plan are in addition to fees paid by the Fund pursuant to the Management Agreement.


3.

Term and Termination .

 

(a)

This Plan shall become effective with respect to each Fund listed on Exhibit A (which may be amended) upon:  (i) execution of an exhibit adopting this Plan; and (ii) the first issuance of Class A shares of the Fund.


(b)

Unless terminated as herein provided, this Plan shall continue in effect for one year from the effective date and shall continue in effect for successive periods of one year thereafter, but only so long as each such continuance is specifically approved by votes of a majority of both:  (i) the Trustees of the Trust; and (ii) the Qualified Trustees, cast in person at a meeting called for the purpose of voting on such approval.


(c)

This Plan may be terminated with respect to a Fund at any time by the vote of a majority of the Qualified Trustees or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Class A Shares of the Funds; and Exhibit A shall be amended accordingly.  If this Plan is terminated with respect to a Fund, the Fund will not be required to make any payments for expenses incurred after the date of termination.


4.

Amendments .  All material amendments to this Plan must be approved in the manner provided for annual renewal of this Plan in Section 3(b) hereof.  In addition, this Plan may not be amended to increase materially the amount of expenditures provided for in Section 2 hereof unless such amendment is approved by a vote of the majority of the outstanding voting securities (as defined in the 1940 Act) of the Class A Shares of the Fund to which the increase applies.


5.

Selection and Nomination of Trustees .  While this Plan is in effect, the selection and nomination of Trustees who are not interested persons (as defined in the 1940 Act) of the Trust shall be committed to the discretion of the Trustees who are not interested persons of the Trust.


6.

Quarterly Reports .  The Treasurer of the Trust shall provide to the Trustees and the Trustees shall review, at least quarterly, a written report of the amounts expended pursuant to this Plan and any related agreement and the purposes for which such expenditures were made.


7.

Recordkeeping .  The Trust shall preserve copies of this Plan and any related agreement and all reports made pursuant to Section 6 hereof, for a period of not less than six years from the date of this Plan, the agreements or such reports, as the case may be, the first two years in an easily accessible place.


8.

Limitation of Liability .  A copy of the Agreement and Declaration of Trust of the Trust is on file with the Secretary of the State of Delaware and notice is hereby given that this Plan is executed on behalf of the Trustees of the Trust as trustees and not individually and that the obligations of this Plan are not binding upon the Trustees, the shareholders of the Trust individually or, with respect to each Fund, the assets or property of any other series of the Trust, but are binding only upon the assets and property of each Fund, respectively.








COMPASS EMP FUNDS TRUST

CLASS T MASTER DISTRIBUTION PLAN

PURSUANT TO RULE 12 b-1


Adopted July 12, 2012


WHEREAS, Compass EMP Funds Trust, a Delaware statutory trust (the “Trust”), engages in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the “1940 Act”); and


WHEREAS, the Trust is authorized to issue an unlimited number of shares of beneficial interest without par value (the “Shares”), which may be divided into one or more series of Shares; and


WHEREAS, the Trustees of the Trust as a whole, and the Trustees who are not interested persons of the Trust (as defined in the 1940 Act) and who have no direct or indirect financial interest in the operation of this Plan or in any agreement relating hereto (the “Qualified Trustees”), having determined, in the exercise of reasonable business judgment and in light of their fiduciary duties under state law and under Section 36(a) and (b) of the 1940 Act, that there is a reasonable likelihood that this Plan will benefit each series listed on Exhibit A (each a “Fund”, collectively the “Funds”);


NOW THEREFORE, the Trust hereby adopts this Plan for the Class T Shares of each Fund, in accordance with Rule 12b-1 under the 1940 Act, on the following terms and conditions:


1.

Distribution Activities.  Subject to the supervision of the Trustees of the Trust, each Fund may, directly or indirectly, engage in any activities related to the distribution of Class T Shares of the Fund, which activities may include, but are not limited to, the following (the "Distribution Activities"):  (a) payments, including incentive compensation, to securities dealers or other financial intermediaries, financial institutions, investment advisers and others that are engaged in the sale of Class T Shares, or that may be advising shareholders of the Fund regarding the purchase, sale or retention of Class T Shares, or that hold Class T Shares for shareholders in omnibus accounts or as shareholders of record or provide shareholder support or administrative services to the Fund and its shareholders; (b) payments made to securities dealers or other financial intermediaries, financial institutions, investment advisers and others that render shareholder support services not otherwise provided by the Fund’s transfer agent, including, but not limited to, allocated overhead, office space and equipment, telephone facilities and expenses, answering routine inquiries regarding the Fund, processing shareholder transactions, and providing such other shareholder services as the Trust may reasonably request; (c) expenses of maintaining personnel (including personnel of organizations with which the Fund has entered into agreements related to this Plan) who engage in or support distribution of Class T Shares; (d) costs of preparing, printing and distributing prospectuses and statements of additional information and reports of the Fund for recipients other than existing shareholders of the Fund; (e) costs of formulating and implementing marketing and promotional activities, including, but not limited to, sales seminars, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising; (f) costs of preparing, printing and distributing sales literature; (g) costs of obtaining such information, analyses and reports with respect to marketing and promotional activities as the Fund may, from time to time, deem advisable; and (h) costs of implementing and operating this Plan.  The Trust is authorized to engage in the activities listed above, and in any other activities related to the distribution of Class T Shares, either directly or through other persons with which the Trust has entered into agreements related to this Plan.


2.

Annual Fee .  Each Fund may incur expenses for Distribution Activities at an annual rate of up to 0.50% of the average daily net assets of the Class T shares of the Fund.  Expenses reimbursed to the Fund's adviser pursuant to this Plan are in addition to fees paid by the Fund pursuant to the Management Agreement.


3.

Term and Termination .

 

(a)

This Plan shall become effective with respect to each Fund listed on Exhibit A (which may be amended) upon:  (i) execution of an exhibit adopting this Plan; and (ii) the first issuance of Class T shares of the Fund.


(b)

Unless terminated as herein provided, this Plan shall continue in effect for one year from the effective date and shall continue in effect for successive periods of one year thereafter, but only so long as each such continuance is specifically approved by votes of a majority of both (i) the Trustees of the Trust; and (ii) the Qualified Trustees, cast in person at a meeting called for the purpose of voting on such approval.


(c)

This Plan may be terminated with respect to a Fund at any time by the vote of a majority of the Qualified Trustees or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Class T Shares of the Funds; and Exhibit A shall be amended accordingly.  If this Plan is terminated with respect to a Fund, the Fund will not be required to make any payments for expenses incurred after the date of termination.


4.

Amendments .  All material amendments to this Plan must be approved in the manner provided for annual renewal of this Plan in Section 3(b) hereof.  In addition, this Plan may not be amended to increase materially the amount of expenditures provided for in Section 2 hereof unless such amendment is approved by a vote of the majority of the outstanding voting securities (as defined in the 1940 Act) of the Class T Shares of the Fund to which the increase applies.


5.

Selection and Nomination of Trustees .  While this Plan is in effect, the selection and nomination of Trustees who are not interested persons (as defined in the 1940 Act) of the Trust shall be committed to the discretion of the Trustees who are not interested persons of the Trust.


6.

Quarterly Reports .  The Treasurer of the Trust shall provide to the Trustees and the Trustees shall review, at least quarterly, a written report of the amounts expended pursuant to this Plan and any related agreement and the purposes for which such expenditures were made.


7.

Recordkeeping .  The Trust shall preserve copies of this Plan and any related agreement and all reports made pursuant to Section 6 hereof, for a period of not less than six years from the date of this Plan, the agreements or such reports, as the case may be, the first two years in an easily accessible place.


8.

Limitation of Liability .  A copy of the Agreement and Declaration of Trust of the Trust is on file with the Secretary of the State of Delaware and notice is hereby given that this Plan is executed on behalf of the Trustees of the Trust as trustees and not individually and that the obligations of this Plan are not binding upon the Trustees, the shareholders of the Trust individually or, with respect to each Fund, the assets or property of any other series of the Trust, but are binding only upon the assets and property of each Fund, respectively.






COMPASS EMP FUNDS TRUST

CLASS C MASTER DISTRIBUTION PLAN

PURSUANT TO RULE 12 b-1


Adopted July 12, 2012


WHEREAS, Compass EMP Funds Trust, a Delaware statutory trust (the “Trust”), engages in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the “1940 Act”); and


WHEREAS, the Trust is authorized to issue an unlimited number of shares of beneficial interest without par value (the “Shares”), which may be divided into one or more series of Shares; and


WHEREAS, the Trustees of the Trust as a whole, and the Trustees who are not interested persons of the Trust (as defined in the 1940 Act) and who have no direct or indirect financial interest in the operation of this Plan or in any agreement relating hereto (the “Qualified Trustees”), having determined, in the exercise of reasonable business judgment and in light of their fiduciary duties under state law and under Section 36(a) and (b) of the 1940 Act, that there is a reasonable likelihood that this Plan will benefit each series listed on Exhibit A (each a “Fund”, collectively the “Funds”);


NOW THEREFORE, the Trust hereby adopts this Plan for the Class C Shares of each Fund, in accordance with Rule 12b-1 under the 1940 Act, on the following terms and conditions:


1.

Distribution Activities .  Subject to the supervision of the Trustees of the Trust, each Fund may, directly or indirectly, engage in any activities related to the distribution of Class C  Shares of the Fund, which activities may include, but are not limited to, the following (the "Distribution Activities"):  (a) payments, including incentive compensation, to securities dealers or other financial intermediaries, financial institutions, investment advisers and others that are engaged in the sale of Class C Shares, or that may be advising shareholders of the Fund regarding the purchase, sale or retention of Class C Shares; (b)  expenses of maintaining personnel (including personnel of organizations with which the Fund has entered into agreements related to this Plan) who engage in or support distribution of Class C Shares; (c) costs of preparing, printing and distributing prospectuses and statements of additional information and reports of the Fund for recipients other than existing shareholders of the Fund; (d) costs of formulating and implementing  marketing and promotional activities, including, but not limited to, sales seminars, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising; (e) costs of preparing, printing and distributing sales literature; (f) costs of obtaining such information, analyses and reports with respect to marketing and promotional activities as the Fund may, from time to time, deem advisable; and (g) costs of implementing and operating this Plan.  The Trust is authorized to engage in the activities listed above, and in any other activities related to the distribution of Class C Shares, either directly or through other persons with which the Trust has entered into agreements related to this Plan.


2.

Fees .


(a)

Annual Fees .  Each Fund may incur expenses for Distribution Activities an annual rate of up to 0.75% of the average daily net assets of the Class C Shares of the Fund.


(b)

Service Fees .  In addition to the payments provided for in Section 2 and in order to further enhance the distribution of the Fund’s Class C Shares, each Fund may incur expenses of up to 0.25% of the average daily net assets of the Class C Shares of the Fund for payments made to securities dealers or other financial intermediaries, financial institutions, investment advisers and others that:  (a) hold Class C Shares for shareholders in omnibus accounts or as shareholders of record or provide shareholder support or administrative services to the Fund and its shareholders; or (b) render shareholder support services not otherwise provided by the Trust’s transfer agent, including, but not limited to, allocated overhead, office space and equipment, telephone facilities and expenses, answering routine inquiries regarding the Trust, processing shareholder transactions, and providing such other shareholder services as the Trust may reasonably request.  If FINRA adopts a definition of  “service fees” for purposes of Section 26(d) of the Rules of Fair Practice of the NASD (or any successor to such rule) that differs from the definition of service fees hereunder, the definition of service fees hereunder shall be automatically amended, without further action of the parties, to conform to such FINRA definition.


(c)

Expenses reimbursed to the Fund's Adviser pursuant to this Plan are in addition to fees paid by the Fund pursuant to the Management Agreement


3.

Term and Termination .


(a)

This Plan shall become effective with respect to each Fund listed on Exhibit A (which may be amended) upon:  (i) execution of an exhibit adopting this Plan; and (ii) the first issuance of Class C Shares of the Fund.


(b)

Unless terminated as herein provided, this Plan shall continue in effect for one year from the effective date and shall continue in effect for successive periods of one year thereafter, but only so long as each such continuance is specifically approved by votes of a majority of both:  (i) the Trustees of the Trust and; and (ii) the Qualified Trustees, cast in person at a meeting called for the purpose of voting on such approval.


(c)

This Plan may be terminated with respect to a Fund at any time by the vote of a majority of the Qualified Trustees or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Class C Shares of the Fund; and Exhibit A shall be amended accordingly.  If this Plan is terminated with respect to a Fund, the Fund will not be required to make any payments for expenses incurred after the date of termination.


5.

Amendments .  All material amendments to this Plan must be approved in the manner provided for annual renewal of this Plan in Section 4(b) hereof.  In addition, this Plan may not be amended to increase materially the amount of expenditures provided for in Sections 2 and 3 hereof unless such amendment is approved by a vote of the majority of the outstanding voting securities (as defined in the 1940 Act) of the Class C Shares of the Fund to which the increase applies.


6.

Selection and Nomination of Trustees .  While this Plan is in effect, the selection and nomination of Trustees who are not interested persons (as defined in the 1940 Act) of the Trust shall be committed to the discretion of the Trustees who are not interested persons of the Trust.


7.

Quarterly Reports .  The Treasurer of the Trust shall provide to the Trustees and the Trustees shall review, at least quarterly, a written report of the amounts expended pursuant to this Plan and any related agreement and the purposes for which such expenditures were made.


8.

Recordkeeping .  The Trust shall preserve copies of this Plan and any related agreement and all reports made pursuant to Section 7 hereof, for a period of not less than six years from the date of this Plan, the agreements or such reports, as the case may be, the first two years in an easily accessible place.


9.

Limitation of Liability .  A copy of the Agreement and Declaration of Trust of the Trust is on file with the Secretary of the State of Delaware and notice is hereby given that this Plan is executed on behalf of the Trustees of the Trust as trustees and not individually and that the obligations of this Plan are not binding upon the Trustees, the shareholders of the Trust individually or, with respect to each Fund, the assets or property of any other series of the Trust, but are binding only upon the assets and property of each Fund, respectively.






COMPASS EMP FUNDS TRUST

AMENDED AND RESTATED

RULE 18f-3 MULTIPLE CLASS PLAN


This Multiple Class Plan (the “Plan”) is adopted in accordance with Rule 18f-3 (the “Rule”) under the Investment Company Act of 1940, as amended (the “Act”), by Compass EMP Funds Trust (the “Trust”) on behalf of each series of the Trust that has multiple classes of shares (each a “Fund”).  A majority of the Trustees, including a majority of the Trustees who are not interested persons of the Trust (as defined in the Act), having determined that the Plan is in the best interests of the shareholders of each class of each Fund and the shareholders of the Trust as a whole, have approved the Plan.


The provisions of the Plan are:


1.

General Description of Classes.  Each class of shares of a Fund shall represent interests in the same portfolio of investments of such Fund, shall have no exchange privileges or conversion features within that Fund unless an exchange or conversion feature is described in the Fund’s Prospectus, and shall be identical in all respects, except that, as provided for in such Fund’s Prospectus, each class shall differ with respect to:  (i) Rule 12b-1 Plans that may be adopted with respect to the class; (ii) distribution and related services and expenses; (iii) differences relating to sales loads, purchase minimums, eligible investors and exchange privileges; and (iv) the designation of each class of shares.  The classes of shares designated by each Fund are set forth in Exhibit A .

2.

Allocation of Income and Class Expenses.


a.

Each class of shares shall have the same rights, preferences, voting powers, restrictions and limitations, except as follows:

(i)

expenses related to the distribution of a class of shares or to the services provided to shareholders of a class of shares shall be borne solely by such class;

(ii)

the following expenses attributable to the shares of a particular class  will be borne solely by the class to which they are attributable:

(a)

asset-based distribution, account maintenance and shareholder service fees;

(b)

extraordinary non-recurring expenses including litigation and other legal expenses relating to a particular class; and

(c)

such other expenses as the Trustees determine were incurred by a specific class and are appropriately paid by that class.

(iii)

Income, realized and unrealized capital gains and losses, and expenses that are not allocated to a specific class pursuant to this Section , shall be allocated to each class of a Fund on the basis of the net asset value of that class in relation to the net asset value of the Fund.

b.

Investment advisory fees, custodial fees, and other expenses relating to the management of a Fund’s assets shall not be allocated on a class-specific basis.

3.

Voting Rights.  Each class of shares will have exclusive voting rights with respect to matters that exclusively affect such class and separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class.

4.

Exchanges.  Shares of a Fund may be exchanged without payment of any exchange fee for shares of another Fund of the same class at their respective net asset values, provided said Funds are advised by the same adviser.  

5.

Class Designation.  Subject to the approval by the Trustees of the Trust, each Fund may alter the nomenclature for the designations of one or more of its classes of shares.

6.

Additional Information.  This Plan is qualified by and subject to the terms of each Fund’s then current Prospectus for the applicable class of shares of the Fund; provided, however, that none of the terms set forth in any such Prospectus shall be inconsistent with the terms of this Plan.  Each Fund’s Prospectus contains additional information about each class of shares of such Fund and any multiple class structure of such Fund.

7.

Effective Date.  This Plan is effective on May 30, 2012, provided that this Plan shall not become effective with respect to a Fund or a class of shares of a Fund unless first approved by a majority of the Trustees, including a majority of the Trustees who are not interested persons of the Trust (as defined in the Act).  This Plan may be terminated or amended at any time with respect to a Fund or a class of shares thereof by a majority of the Trustees, including a majority of the Trustees who are not interested persons of the Trust (as defined in the Act).

8.

Miscellaneous.  Any reference in this Plan to information in a Fund’s Prospectus shall mean information in such Fund’s Prospectus, as the same may be amended or supplemented from time to time, or in such Fund’s Statement of Additional Information, as the same may be amended or supplemented from time to time.







APPENDIX A


Funds and Classes as of September 5, 2012


Fund / Fund Family

Share Classes

Share Class Features (1)

12b-1 Plan (2)

Front-End Sales Charge (3)

Contingent Deferred Sales Charge (3)

C OMPASS  EMP  U.S. LARGE CAP 500 VOLATILITY WEIGHTED FUND

A

ü

ü

 

T

ü

ü

 

C

ü

 

 

I

 

 

 

COMPASS  EMP U.S. SMALL CAP 500 VOLATILITY WEIGHTED FUND

A

ü

ü

 

T

ü

ü

 

C

ü

 


I

 

 

 

COMPASS  EMP INTERNATIONAL 500 VOLATILITY WEIGHTED FUND

A

ü

ü

 

T

ü

ü

 

C

ü

 

 

I

 

 

 

COMPASS  EMP EMERGING MARKET 500 VOLATILITY WEIGHTED FUND

A

ü

ü

 

T

ü

ü

 

C

ü

 

 

I

 

 

 

C OMPASS EMP U.S. REIT HEDGED VOLATILITY WEIGHTED FUND

A

ü

ü

 

T

ü

ü

 

C

ü

 

 

I

 

 

 

C OMPASS EMP U.S. EQUITY HEDGED VOLATILITY WEIGHTED FUND

A

ü

ü

 

T

ü

ü

 

C

ü

 

 

I

 

 

 

C OMPASS EMP U.S. EQUITY LONG/SHORT FUND

A

ü

ü

 

T

ü

ü

 

C

ü

 

 

I

 

 

 

COMPASS  EMP  INTERNATIONAL EQUITY HEDGED VOLATILITY WEIGHTED FUND

A

ü

ü

 

T

ü

ü

 

C

ü

 

 

I

 

 

 

COMPASS EMP INTERNATIONAL EQUITY LONG/SHORT FUND

A

ü

ü

 

T

ü

ü

 

C

ü

 

 

I

 

 

 

COMPASS EMP COMMODITY LONG/SHORT STRATEGIES FUND

A

ü

ü

 

T

ü

ü

 

C

ü

 

 

I

 

 

 

COMPASS EMP COMMODITY STRATEGIES VOLATILITY WEIGHTED FUND

A

ü

ü

 

T

ü

ü

 

C

ü

 

 

I

 

 

 

COMPASS EMP MANAGED FUTURES STRATEGY FUND

A

ü

ü

 

T

ü

ü

 

C

ü

 

 

I

 

 

 

COMPASS EMP U.S. HEDGED BOND FUND

A

ü

ü

 

T

ü

ü

 

C

ü

 

 

I

 

 

 

COMPASS EMP INTERNATIONAL HEDGED BOND FUND

A

ü

ü

 

T

ü

ü

 

C

ü

 

 

I

 

 

 

COMPASS EMP U.S. ENHANCED BOND FUND

A

ü

ü

 

T

ü

ü

 

C

ü

 

 

I

 

 

 

COMPASS EMP INTERNATIONAL ENHANCED BOND FUND

A

ü

ü

 

T

ü

ü

 

C

ü

 

 

I

 

 

 

COMPASS EMP ULTRA SHORT-TERM FIXED INCOME FUND

A

ü

 

 

Institutional

 

 

 

(1) The features and expenses of each share class are described in further detail in the respective Fund’s Prospectus.

(2) The distribution and shareholder servicing expenses of a share class are provided for in the Fund’s respective 12b-1 Plan.

(3) The sales charges associated with a share class are described further in the respective Fund’s Prospectus.

* Fund or share class has not commenced operations as of the date listed below.  








 

 

COMPASS EMP FUNDS TRUST

CODE OF ETHICS


1.

The Compass EMP Funds Trust (the “Trust”) and each of its series (the “Funds”) has adopted this Code of Ethics (the “Code”) in order to set forth guidelines and procedures that promote ethical practices and conduct by all of its Access Persons and to ensure that all Access Persons comply with the federal securities laws.  Although this Code contains a number of specific standards and policies, there are four key principles embodied throughout the Code:


a.

The interests of the funds must always be paramount.   Access Persons have a legal, fiduciary duty to place the interests of the Funds ahead of their own.  In any decision relating to their personal investments, Access Persons must scrupulously avoid serving their own interests ahead of those of Trust.


b.

Access Persons may not take advantage of their relationship with the Funds.  Access Persons should avoid any situation (unusual investment opportunities, perquisites and accepting gifts of more than token value from persons seeking to do business with the Funds) that might compromise, or call into question, the exercise of their fully independent judgment in the interests of the Funds.


c.

All Personal Securities Transactions should avoid any actual, potential, or apparent conflicts of interest.  Although all Personal Securities Transactions by Access Persons must be conducted in a manner consistent with this Code, the Code itself is based on the premise that Access Persons owe a fiduciary duty to the Funds, and should avoid any activity that creates an actual, potential, or apparent conflict of interest. This includes executing transactions through or for the benefit of a third party when the transaction is not in keeping with the general principles of this Code.


Access Persons must adhere to these general principles as well as comply with the specific provisions of this Code. Technical compliance with the Code and its procedures will not automatically prevent scrutiny of trades that show a pattern of abuse of an individual’s fiduciary duty to the Funds.


d.

Access Persons must comply with all applicable laws.   In both work-related and personal activities, Access Persons must comply with all applicable laws, including the federal securities laws.


ANY VIOLATIONS OF THIS CODE SHOULD BE REPORTED PROMPTLY TO THE CHIEF COMPLIANCE OFFICER OR HIS DESIGNEE.  FAILURE TO DO SO WILL BE DEEMED A VIOLATION OF THE CODE.


2.

DEFINITIONS


a.

“Access Person” shall have the same meaning as set forth in Rule 17j-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) and shall include:


(1)

all officers and trustees (or persons occupying a similar status or performing a similar function) of the Funds;


(2)

all officers and trustees (or persons occupying a similar status or performing a similar function) of an Adviser with respect to its corresponding series of the Trust;


(3)

any employee of the Trust or the Advisers (or of any company controlling or controlled by or under common control with the Trust or the Advisers) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Covered Securities by the Funds, or whose functions relate to the making of any recommendations with respect to the purchase or sale; and


(4)

any other natural person controlling, controlled by or  under common control with the Trust or the Advisers who obtains information concerning recommendations made to the Funds with regard to the purchase or sale of Covered Securities by the Funds.


b.

“Beneficial Ownership” means in general and subject to the specific provisions of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended, having or sharing, directly or indirectly, through any contract arrangement, understanding, relationship, or otherwise, a direct or indirect “pecuniary interest” in the security.


c.

“Chief Compliance Officer” means the Code of Ethics Compliance Officer of the Trust with respect to Trustees and officers of the Trust, or the Advisers’ Chief Compliance Officer with respect to Advisers’ personnel.


d.

“Code” means this Code of Ethics.


e.

“Covered Security” means any Security, except (i) direct obligations of the U.S. Government, (ii) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, and (iii) shares issued by open-end mutual Funds.


f.

Decision Making Access Person” means any Access Person who, in connection with his or her regular functions or duties, makes or participates in or obtains information regarding recommendations on the purchase or sale of a security by the Funds, or whose functions relate to the making of any recommendations with respect to such purchases or sales. Decision Makers typically are Adviser personnel.


g.

“Funds” means the series of the Trust.


h.

“Immediate family” means an individual’s spouse, child, stepchild, grandchild, parent, stepparent, grandparent, siblings, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law and should include adoptive relationships.  For purposes of determining whether an Access Person has an “indirect pecuniary interest” in securities, only ownership by “immediate family” members sharing the same household as the Access Person will be presumed to be an “indirect pecuniary interest” of the Access Person, absent special circumstances.


i.

“Independent Trustees” means those Trustees of the Trust that would not be deemed an “interested person” of the Trust, as defined in Section 2(a)(19)(A) of the 1940 Act.


j.

“Indirect Pecuniary Interest” includes, but is not limited to: (a) securities held by members of the person’s Immediate Family sharing the same household (which ownership interest may be rebutted); (b) a general partner’s proportionate interest in Fund securities held by a general or limited partnership; (c) a person’s right to dividends that is separated or separable from the underlying securities (otherwise, a right to dividends alone will not constitute a pecuniary interest in securities); (d) a person’s interest in securities held by a Trust; (e) a person’s right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable; and (f) a performance-related fee, other than an asset based fee, received by any broker, dealer, bank, insurance company, investment company, investment manager, Trustee, or person or entity performing a similar function, with certain exceptions.


k.

“Pecuniary Interest” means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in securities.


l.

“Personal Securities Transaction” means any transaction in a Covered Security in which an Access Person has a direct or indirect Pecuniary Interest.


m.

“Purchase or Sale of a Security” includes the writing of an option to purchase or sell a Security. A Security shall be deemed “being considered for Purchase or Sale” for the Trust when a recommendation to purchase or sell has been made and communicated by a Decision Making Access Person, and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation.  These recommendations are placed on the “Restricted List” until they are no longer being considered for Purchase or Sale, or until the Security has been purchased or sold.


n.

“Restricted List” means the list of securities maintained by the Chief Compliance Officer in which trading by Access Persons is generally prohibited.


o.

“Security” means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-Trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-Trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, or, in general, an interest or instrument commonly known as “security”, or any certificate or interest or participation in temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase (including options) any of the foregoing.


p.

“Advisers” mean the Advisers to the Trust.


q.

“Trust” mean Compass EMP Funds Trust.


3.

PROHIBITED ACTIONS AND ACTIVITIES


a.

No Access Person shall purchase or sell directly or indirectly, any Covered Security in which he or she has, or by reason of such transaction acquires, any direct or indirect beneficial ownership and which he or she knows or should have known at the time of such purchase or sale;


(1)

is being considered for purchase or sale by a Fund, or


(2)

is being purchased or sold by a Fund.


b.

Decision-Making Access Persons may not participate in any initial public offering of Covered Securities in any account over which they exercise Beneficial Ownership.  All Access Persons must obtain prior written authorization from the Chief Compliance Officer or his designee prior to such participation;


c.

No Access Person may purchase a Covered Security in which by reason of such transaction they acquire Beneficial Ownership in a private placement of a Security, without prior written authorization of the acquisition by the Chief Compliance Officer or his designee;


d.

Access Persons may not accept any fee, commission, gift, or services, other than de minimus gifts, from any single person or entity that does business with or on behalf of the Trust;


e.

Decision-Making Access Persons may not serve on the board of directors of a publicly traded company without prior authorization from the Chief Compliance Officer or his designee based upon a determination that such service would be consistent with the interests of the Trust.  If such service is authorized, procedures will then be put in place to isolate such Decision-Making Access Persons serving as directors of outside entities from those making investment decisions on behalf of the Trust.


Advanced notice should be given so that the Trust or Advisers may take such action concerning the conflict as deemed appropriate by the Chief Compliance Officer or his designee.


f.

Decision-Making Access Persons may execute a Personal Securities Transaction involving a Covered Security without pre-authorization of the Chief Compliance Officer or such persons who may be designated by the Chief Compliance Officer from time to time, provided it is permitted by the Adviser’s Code of Ethics.  The Chief Compliance Officer or his designee may restrict purchases of Covered Securities pursuant to the Adviser’s Code of Ethics.


g.

It shall be a violation of this Code for any Access Person, in connection with the purchase or sale, directly or indirectly, of any Covered Security held or to be acquired by a Fund:


(1)

to employ any device, scheme or artifice to defraud the Trust;


(2)

to make to the Trust any untrue statement of a material fact or to omit to state to the Trust a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;


(3)

to engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Trust; or


(4)

to engage in any manipulative practice with respect to the Trust.


4.

EXEMPTED TRANSACTIONS.  The provisions described above under Prohibited Actions and Activities and the preclearance procedures under Preclearance of Personal Securities Transactions do not apply to:


a.

Purchases or Sales of Securities effected in any account in which an Access Person has no Beneficial Ownership;


b.

Purchases or Sales of Securities which are non-volitional on the part the Access Person (for example, the receipt of stock dividends);


c.

Purchase of Securities made as part of automatic dividend reinvestment plans;


d.

Purchases of Securities made as part of an employee benefit plan involving the periodic purchase of company stock or mutual Funds; and


e.

Purchases of Securities effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its Securities, to the extent such rights were acquired from such issuer, and sale of such rights so acquired.


5.

PRECLEARANCE OF PERSONAL SECURITIES TRANSACTIONS.  All Decision-Making Access Persons wishing to engage in a Personal Securities Transaction involving, as defined in the Securities Act of 1933, an Initial Public Offering (IPO) or a Limited Offering, must obtain prior authorization of any such Personal Securities Transaction from the Chief Compliance Officer or such person or persons that the Chief Compliance Officer may from time to time designate to make such authorizations. Personal Securities Transactions by the Chief Compliance Officer involving an IPO or Limited Offering, shall require prior authorization from the President or Chief Executive Officer of the Trust (unless such person is also the Chief Compliance Officer) or their designee, who shall perform the review and approval functions relating to reports and trading by the Chief Compliance Officer. The Trust shall adopt the appropriate forms and procedures for implementing this Code of Ethics.


Any authorization so provided is effective until the close of business on the fifth trading day after the authorization is granted. In the event that an order for the Personal Securities Transaction involving an IPO or Limited Offering, is not placed within that time period, a new authorization must be obtained. If the order for the transaction is placed but not executed within that time period, no new authorization is required unless the person placing the order originally amends the order in any manner.  Authorization for “good until canceled” orders is effective unless the order conflicts with a Trust order.


If a Decision-Making Access Person wishing to effect a Personal Securities Transaction learns, while the order is pending, that the same Security is being considered for Purchase or Sale by a Fund, he or she should consult with the Chief Compliance Officer or his or her designee.


6.

REPORTING AND MONITORING.  The Chief Compliance Officer or such person or persons that the Chief Compliance Officer may from time to time designate shall monitor all personal trading activity of all Access Persons pursuant to the procedures established under this Code.


a.

Disclosure of Personal Brokerage Accounts.   Within ten days of the commencement of employment or at the commencement of a relationship with the Trust, all Access Persons, except Independent Trustees, are required to submit to the Chief Compliance Officer or his designee a report stating the names and account numbers of all of their personal brokerage accounts, brokerage accounts of members of their Immediate Family, and any brokerage accounts which they control or in which they or an Immediate Family member has Beneficial Ownership.  Such report must contain the date on which it is submitted and the information in the report must be current as of a date no more than 45 days prior to that date.  In addition, if a new brokerage account is opened during the course of the year, the Chief Compliance Officer or his designee must be notified immediately.


The information required by the above paragraph must be provided to the Chief Compliance Officer or his designee on an annual basis, and the report of such should be submitted with the annual holdings reports described below.


Each of these accounts is required to furnish duplicate confirmations and statements to the Chief Compliance Officer or his designee. These statements and confirms for each series of the Trust may be sent to the Advisers.


b.

Initial Holdings Report.  Within ten days of becoming an Access Person (and with information that is current as of a date no more than 45 days prior to the date that the report was submitted), each Access Person, except Independent Trustees must submit a holdings report that must contain, at a minimum, the title and type of Security, and as applicable, the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Covered Security in which the Access Person has any direct or indirect Beneficial Ownership.  This report must state the date on which it is submitted.


c.

Annual Holdings Reports.   All Access Persons, except Independent Trustees, must supply the information that is required in the initial holdings report on an annual basis, and such information must be current as of a date no more than 45 days prior to the date that the report was submitted.  Such reports must state the date on which they are submitted.


d.

Quarterly Transaction Reports.  All Access Persons shall report to the Chief Compliance Officer or his designee the following information with respect to transactions in a Covered Security in which such person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership in the Covered Security:


(1)

The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and the principal amount of each Covered Security;


(2)

The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);


(3)

The price of the Covered Security at which the transaction was effected;


(4)

The name of the broker, dealer, or bank with or through whom the transaction was effected; and


(5)

The date the Access Person Submits the Report.


Reports pursuant to this section of this Code shall be made no later than 30 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall include a certification that the reporting person has reported all Personal Securities Transactions required to be disclosed or reported pursuant to the requirements of this Code. Confirmations and Brokerage Statements sent directly to each Adviser’s address noted above is an acceptable form of a quarterly transaction report.


An Independent Trustee need only make a quarterly transaction report if he or she, at the time of the transaction, knew, or in the ordinary course of fulfilling his or her official duties as a Trustee, should have known that during the 15-day period immediately preceding or following the date of the transaction by the Independent Trustee, the Covered Security was purchased or sold by a Fund or was considered for purchase or sale by a Fund.


7.

ENFORCEMENTS AND PENALTIES.  The Chief Compliance Officer or his designee shall review the transaction information supplied by Access Persons.  If a transaction appears to be a violation of this Code, the transaction will be reported to the Trust’s Board of Trustees.


Upon being informed of a violation of this Code, the Trust’s Board of Trustees may impose sanctions as it deems appropriate, including but not limited to, a letter of censure or suspension, termination of the employment of the violator, or a request for disgorgement of any profits received from a securities transaction effected in violation of this Code.  The Trust shall impose sanctions in accordance with the principle that no Access Person may profit at the expense of its clients. Any losses are the responsibility of the violator. Any profits realized on personal securities transactions in violation of the Code must be disgorged in a manner directed by the Board of Trustees.


Annually, the Chief Compliance Officer at each regular meeting of the Board shall issue a report on Personal Securities Transactions by Access Person. The report submitted to the board shall:


a.

Summarize existing procedures concerning Personal Securities investing and any changes in the procedures made during the prior year;


b.

Identify any violations of this Code and any significant remedial action taken during the prior year; and


c.

Identify any recommended changes in existing restrictions or procedures based upon the experience under the Code, evolving industry practices or developments in applicable laws and regulations.


8.

ACKNOWLEDGMENT.  The Trust must provide all Access Persons with a copy of this Code.  Upon receipt of this Code, all Access Persons must do the following:


a.

All new Access Persons must read the Code, complete all relevant forms supplied by the Chief Compliance Officer or his designee (including a written acknowledgement of their receipt of the Code), and schedule a meeting with the Chief Compliance Officer or his designee to discuss the provisions herein within two calendar weeks of employment.


b.

Existing Access Persons who did not receive this Code upon hire, for whatever reason, must read the Code, complete all relevant forms supplied by the Chief Compliance Officer or his designee (including a written acknowledgement of their receipt of the Code), and schedule a meeting with the Chief Compliance Officer or his designee to discuss the provisions herein at the earliest possible time, but no later than the end of the current quarter.


c.

All Access Persons must certify on an annual basis that they have read and understood the Code.




CODE OF ETHICS

Compass Efficient Model Portfolios, LLC

213 Overlook Circle, Suite A-1

Brentwood, TN  37027

615.661.9622


TABLE OF CONTENTS

1.     General Provisions ..................................................................................................3

1.1.    Professional Responsibilities ...............................................................................3

1.2.    Failure to Comply.................................................................................................3

2.     Definitions ................................................................................................................4

2.1.    Supervised Persons.............................................................................................4

2.2.    Access Persons ...................................................................................................4

2.3.    Beneficial Ownership ...........................................................................................4

3.     Business Conduct Standards...................................................................................5

3.1.    Compliance with Laws and Regulations...............................................................5

3.2.    Conflicts of Interest ..............................................................................................5

3.3.    Personal Securities Transactions.........................................................................6

3.4.    Interested Transactions .......................................................................................6

3.5.    Outside Business Interests ..................................................................................7

3.6.    Gifts and Entertainment .......................................................................................7

3.7.    Reporting of Violations.........................................................................................7

4.     Insider Trading.........................................................................................................8

5.     Reporting Requirements..........................................................................................8

5.1.    Scope ..................................................................................................................8

5.2.    Reportable Securities ..........................................................................................8

5.3.    Reporting Exceptions...........................................................................................9

5.4.    Initial/Annual Holdings Report..............................................................................9

5.5.    Quarterly Transaction Reports .............................................................................9

5.6.    Quarterly Brokerage Account Report .................................................................10

5.7.    Annual Written Reports to the Board..................................................................10

6.     Recordkeeping Requirements ...............................................................................10

7.     Form ADV Disclosure ............................................................................................10

8.     Acknowledgment of Receipt ..................................................................................10



1. General Provisions

1.1.  Professional Responsibilities

Compass   Efficient   Model   Portfolios,   LLC   (“Compass   EMP”)   is   registered   as   an   investment   adviser   with

the   Securities   and   Exchange   Commission   pursuant   to   the   provisions   of   Section   203   of   the   Investment

Advisers Act of 1940.

Compass  EMP  is  dedicated  to  providing  effective  and  proper  professional  investment  management

services   to   a   wide   variety   of   advisory   clients.    Compass   EMP’s   reputation   is   a   reflection   of   the   quality   of

our   employees   and   their   dedication   to   excellence   in   serving   our   clients.   To   ensure   these   qualities   and

dedication    to    excellence,    our    employees    must    possess    the    requisite    qualifications    of    experience,

education,    intelligence,    and    judgment    necessary    to    effectively    serve    as    investment    management

professionals.   In   addition,   every   employee   is   expected   to   demonstrate   the   highest   standards   of   moral

and ethical conduct for continued employment with Compass EMP.

The  SEC  and  the  courts  have  stated  that  portfolio  management  professionals,  including  registered

investment   advisers   and   their   representatives,   have   a   fiduciary   responsibility   to   their   clients.    When   used

herein,   the   term   “client”   includes   individual   and   institutional   investors   for   whom   Compass   EMP   provides

investment   supervisory   services,   manages   investment   advisory   accounts,   or   provides   investment   advice.

In   the   context   of   securities   investments,   fiduciary   responsibility   should   be   thought   of   as   the   duty   to   place

the   interests   of   the   client   before   that   of   the   person   providing   investment   advice.   Failure   to   do   so   may

render the adviser in violation of the anti-fraud provisions of the Advisers Act.

Fiduciary   responsibility   also   includes   the   duty   to   disclose   material   facts   that   might   influence   an   investor’s

decision to   purchase or refrain from   purchasing a security recommended by the adviser or from   engaging

the adviser to manage the client’s investments.  The SEC has made it clear that the duty of an investment

adviser   not   to   engage   in   fraudulent   conduct   includes   an   obligation   to   disclose   material   facts   to   clients

whenever   the   failure   to   disclose   such   facts   might   cause   financial   harm.   An   adviser’s   duty   to   disclose

material   facts   is   particularly   important   whenever   the   advice   given   to   clients   involves   a   conflict   or   potential

conflict of interest between the employees of the adviser and its clients.

Under Rule 204A-1 of the Investment Advisers Act of 1940 and Rule 17j-1 of the Investment Company Act

of   1940,   Compass   EMP   is   required   to   establish,   maintain   and   enforce   written   procedures   reasonably

designed   to   prevent   its   employees   from   violating   provisions   of   the Act   with   respect   to   personal   securities

trading   and   fiduciary   obligations.     In   meeting   such   responsibilities   to  our   clients,   Compass   EMP   has

adopted   this   Code   of   Ethics   (the   “Code”)   regarding   the   purchase   and/or   sale   of   securities   in   the   personal

accounts   of   our   employees   or   in   those   accounts   in   which   our   employees   may   have   a   direct   or   indirect

beneficial   interest.    The   Code,   including   any   amendments,   is   provided   to   all   Supervised   Persons   and   is

also   intended   to   lessen   the   chance   of   any misunderstanding   between   Compass   EMP and   our   employees

regarding such trading activities.

In   those   situations   where   employees   may   be   uncertain   as   to   the   intent   or   purpose   of   this   Code,   they   are

advised   to   consult   with   the   Chief   Compliance   Officer   (“CCO”).    The   CCO   may   under   circumstances   that

are   considered   appropriate,   or   after   consultation   with   the   senior   management   of   Compass   EMP,   grant

exceptions   to   the   provisions   contained   in   this   Code   only   when   it   is   clear   that   the   interests   of   Compass

EMP’s   clients   will   not   be   adversely   affected.    All   questions   arising   in   connection   with   personal   securities

trading   should   be   resolved   in   favor   of   the   interest   of   the   clients   even   at   the   expense   of   the   interest   of   our

employees.    The   senior   management   of   Compass   EMP   and   Compass   EMP’s   Fund’s   board   of   directors

will satisfy themselves as to the adherence to this policy through periodic review and reports by the CCO.

1.2.  Failure to Comply

Strict   compliance   with   the   provisions   of   this   Code   shall   be   considered   a   basic   condition   of   employment

with   Compass   EMP.     It   is   important   that   employees   understand   the   reasons   for   compliance   with   this

Code.      Compass    EMP’s    reputation    for  fair  and    honest    dealing    with    its    clients    and  the    investment

community   in   general,   has   taken   considerable   time   to   build.    This   standing   could   be   seriously   damaged



as   the   result   of   even   a   single   security   transaction   considered   questionable   in   light   of   the   fiduciary   duty

owed   to   our   clients.   Employees   are   urged   to   seek   the   advice   of   the   CCO   for   any   questions   as   to   the

application   of   this   Code   to   their   individual   circumstances.     Employees   should   also   understand   that   a

material  breach  of  the  provisions  of  this  Code  may  constitute  grounds  for  disciplinary  action  and/or

termination of employment with Compass EMP.

2. Definitions

2.1.  Supervised Persons include:

    directors,  officers,  and    partners    of    the  adviser  (or    other  persons    occupying    a  similar  status    or

performing similar functions);

    employees of the adviser;

    any  other  person  who  provides  advice  on  behalf  of  the  adviser  and  is  subject  to  the  adviser’s

supervision and control; and

    temporary workers.

2.2.  Access Persons include any Supervised Persons who:

    has   access   to   nonpublic,   material   information   regarding   any client’s   purchase   or   sale   of   securities,   or

nonpublic,   material   information   regarding   the  portfolio   holdings  of  any   fund   Compass   EMP   or  its

affiliates manage;

    is   involved   in   making securities   recommendations   to   clients,   or   has   access   to such recommendations

that are nonpublic; and

    Compass EMP’s directors, officers or general partners.

2.3.   Beneficial Ownership

Shall   be   interpreted   in   the   same   manner   as   it   would   be   in   determining   whether   a   person   is   subject   to   the

provisions   of   Section   16   of   the   Securities   Exchange   Act   of   1934   and   the   rules   and   regulations   there

under.  Under  such  rules  and  regulations,  "beneficial  ownership  of  a  security"  by  an   Access  Person

includes securities held by:

    Access persons’ spouse, minor children or relatives who share the same house with such Access

Person.

    An estate for the Access Person’s benefit.

    A trust, of which (a) the Access Person is a trustee or the Access Person has or members of the

Access Person’s immediate family have a vested interest in the income or corpus of the trust, or (b)

the Access Person owns a vested beneficial interest, or (c) the Access Person is the grantor and has

the power to revoke the trust without the consent of all the beneficiaries.

    A partnership in which the Access Person is a partner.

    A corporation (other than with respect to treasury shares of the corporation) of which the Access

Person is an officer, director or 10% stockholder.

    Any other person if, by reason of contract, understanding relationship, agreement or other

arrangement, the Access Person obtains therefrom benefits substantially equivalent to those of

ownership.

    The Access Person’s spouse or minor children or any other person, if, even though the Access

Person does not obtain therefrom the above mentioned benefits of ownership, the Access Person can

vest or revest title in himself of herself at once or at some future time.

In addition, a Access Person will be a beneficial owner of a security if the Access Person (a) directly or

indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares

voting power and/or investment power with respect to such security (including the power to dispose, or to



direct the disposition of such security), or (b) has the right to acquire beneficial ownership of such security

at any time within sixty days.

3. Business Conduct Standards

3.1.  Compliance with Laws and Regulations

All Supervised Persons must comply with all applicable state and federal securities laws including, but not

limited   to,   the   Investment Advisers   Act   of   1940,   Regulation   S-P   and   the   Patriot Act   as   it   pertains   to Anti-

Money   Laundering.    All   Supervised   Persons   are   not   permitted,   in   connection   with   the   purchase   or   sale,

directly or indirectly, of a security held or to be acquired by a client:

    to defraud such client in any manner;

    to mislead such client, including by making a statement that omits material facts;

    to   engage   in   any   act,   practice   or   course   of   conduct   which   operates   or   would   operate   as   a   fraud   or

deceit upon such client;

    to engage in any manipulative practice with respect to such client; or

    to engage in any manipulative practice with respect to securities, including price manipulation.

3.2.  Conflicts of Interest

Compass EMP, as   a fiduciary, has an affirmative duty of care, loyalty, honesty, and good faith to act in the

best   interests   of   its   clients.     Compliance   with   this   duty   can   be   achieved   by   trying   to   avoid   conflicts   of

interest and by fully disclosing all material facts concerning any conflict that does   arise with respect to any

client.

Conflicts  among  Client  Interests .  Conflicts  of  interest  may   arise  where  the  firm  or  its  Supervised

Persons   have   reason   to   favor   the   interests   of   one   client   over   another   client   ( e.g.,   larger   accounts   over

smaller   accounts,   accounts   where   compensation   is   greater,   accounts   in   which   employees   have   made

material   personal   investments,   accounts   of   close   friends   or   relatives   of   Supervised   Persons).    Compass

EMP specifically prohibits   inappropriate   favoritism   of   one client   over   another   client that   would   constitute   a

breach of fiduciary duty.

Competing   with   Client   Trades .    Compass   EMP   prohibits   Access   Persons   from   using   knowledge   about

pending   or currently considered securities   transactions   for clients   to   profit   personally,   directly or   indirectly,

as   a   result   of   such   transactions.   In   order   to   avoid   any   potential   conflict   of   interest   between   Compass

EMP   and   its   clients,   Compass   EMP   has   placed   trading   restrictions   on   its   Access   Persons   which   are   set

forth in sub-section 3.3 of this Code.

No Transactions with Clients .    Compass   EMP specifically prohibits   Supervised   Persons   from   knowingly

selling to or purchasing from a client any security or other property, except securities issued by the client.

Disclosure    of    Personal    Interest .    Compass    EMP    prohibits    Access    Persons    from    recommending,

implementing   or   considering   any   securities   transaction   for   a   client   without   having   disclosed   any   material

beneficial  ownership,   business   or   personal   relationship,  or  other   material  interest   in  the  issuer   or  its

affiliates,   to   an   appropriate   designated   person   (e.g.,   the   chief   investment   officer   or,   with   respect   to   the

chief   investment   officer’s   interests,   the   CCO).    If   such   designated   person   deems   the   disclosed   interest   to

present   a   material   conflict,   the   investment   personnel   may   not   participate   in   any   decision-making   process

regarding the securities of that issuer.

Referrals/Brokerage .   Compass   EMP   requires   Supervised   Persons   to   act   in   the   best   interests   of   the

firm’s   clients   regarding   execution   and   other   costs   paid   by   clients   for   brokerage   services.     Supervised

persons   are   reminded   to   strictly   adhere   to   Compass   EMP’s   policies   and   procedures   regarding   brokerage

(including    allocation,    best    execution,  soft  dollars,    and    directed    brokerage)  as    outlined    in    the    firm’s

compliance manual.

Vendors    and    Suppliers .    Compass    EMP    requires    Supervised    Persons    to    disclose    any    personal

investments   or   other   interests   in   vendors   or   suppliers   with   respect   to   which   the   person   negotiates   or



makes   decisions   on   behalf   of   the   firm.     Compass   EMP   specifically   prohibits   Supervised   Persons   with

such interests from negotiating or making decisions regarding the firm’s business with such companies.

3.3.  Personal Securities Transactions

Compass EMP has adopted the following principles governing personal investment activities by the Firm's

Access Persons:

    The interests of client accounts will at all times be placed first;

    All personal securities transactions will be conducted in such manner as to avoid any actual or

potential conflict of interest or any abuse of an individual’s position of trust and responsibility;

    Access Persons must not take inappropriate advantage of their positions; and

Pre-clearance.   No Access   Person   may   purchase   or   sell   any   initial   public   offering   or   limited   offering   (i.e.,

private    placement),    or    shares    of    any  fund    advised    or    sub-advised    by  Compass    EMP,    without    first

obtaining   prior   clearance   from   the   CCO   or   his   designee.   The   CCO   may   reject   any   proposed   trade   by   an

Access Person that: (a) involves a security that is   being purchased or sold by Compass EMP on behalf of

any   advisory   client   or   is   being   considered   for   purchase   or   sale;   (b)   should   be   reserved   for   clients;   (c)   is

being   offered   to   an   individual   by   virtue   of   their   position   with   Compass   EMP;   (d)   is   otherwise   prohibited

under   any   internal   policies   of   Compass   EMP;   (e)   breaches   the   Access   Person’s   fiduciary   duty   to   any

advisory  client;  (f)  is  otherwise  inconsistent  with  applicable  law,  including  the  Advisers   Act  and  the

Investment Company Act; or (g) creates a conflict of interest or an appearance thereof.

Requests for pre-clearance will be made by completing the Pre-clearance Request Form and forwarding it

to the CCO. The final   decision   will   be sent in   writing to   the Access   Person requesting   pre-clearance. Only

upon    receipt    of    the    written    approval    from    the    CCO    can    the    Access    Person    then    engage    in    the

purchase/sell   of   the   requested   security.   The   CCO   shall   maintain   a   record   of   final   written   approval   or

denial. Pre-clearance is   not   required for systematic   purchases/redemptions   in funds   advised   by Compass

EMP, provided the CCO is notified of the establishment of the systematic purchase/redemption.

Black-Out   Period.   Compass   EMP   shall   prescribe   a   “blackout”   period,   defined   as   two   (2)   business   days

preceding   and   following   a   client   transaction,   in   which   an   Access   Person   may   not   purchase   or   sell   the

same   security   as   that   of  a   client.   The   black-out   period   does   not   extend   to  mutual   funds   advised   by

Compass   EMP as   the requirement for pre-clearance   is   intended to   prevent   potential breaches   of   fiduciary

duty when Access Persons buy/sell shares of mutual funds advised by Compass EMP.

Short   Term   Trading.   No Access   Person   of   Compass   EMP   may   purchase   and   subsequently   sell   (or   sell

and    purchase)  the  same  security  within    any  30-day  period.  This    restriction    applies    to  transactions

involving securities held in client accounts and in any fund advised or sub-advised by Compass EMP.

The   CCO   shall   have   the   right   to   grant   exceptions   to   this   restriction   by   considering   the   totality   of   the

circumstances,     including     whether     such     transaction     is     necessitated     by     an     unexpected     special

circumstance involving the Access Person, whether the trade would involve a breach of any fiduciary duty,

whether  it    would  otherwise  be  inconsistent    with  applicable  laws    and  Compass    EMP's    policies    and

procedures,    and    whether    the    trade    would    create    an    appearance    of    impropriety.    Based    on    his/her

consideration   and   if   the   CCO   shall   grant   an   exception,   the   facts   and   circumstances   of   the   situation   and

the reason an exception is warranted shall be documented and maintained in writing.

3.4.  Interested Transactions

No Access Person shall recommend any securities transactions for a client without having disclosed his

or her interest, if any, in such securities or the issuer thereof, including without limitation:

    Any direct or indirect Beneficial ownership of any securities of such issuer;

    Any contemplated transaction by such person in such securities;

    Any position with such issuer or its affiliates; and

    Any present or proposed business relationship between such issuer or its affiliates and such person

or any party in which such person has a significant interest.



3.5.  Outside Business Interests

A Supervised Person   who   seeks or is   offered a position as   an officer, trustee, director, or is   contemplating

employment   in   any   other   capacity   in   an   outside   enterprise   is   expected   to   discuss   such   anticipated   plans

with  their  supervisor  prior  to  accepting  such  a  position.    Information  submitted  to  the  CCO  will  be

considered   as   confidential   and   will   not   be   discussed   with   the   Supervised   Person’s   prospective   employer

without the Supervised Person’s permission.

Compass   EMP does   not   wish   to   limit   any   Supervised   Person’s   professional   or   financial   opportunities,   but

needs   to   be   aware   of   such   outside   interests   so   as   to   avoid   potential   conflicts   of   interest   and   ensure   that

there is no interruption in services to our clients.  Understandably, Compass EMP must also be concerned

as   to   whether   there   may   be   any   potential   financial   liability   or   adverse   publicity   that   may   arise   from   an

undisclosed business interest by a Supervised Person.

3.6.  Gifts and Entertainment

A   conflict  of  interest  occurs  when  the  personal  interests  of  employees  interfere  or  could  potentially

interfere   with   their   responsibilities   to   the   firm   and   its   clients.   The   overriding   principle   is   that   Supervised

Persons   should   not   accept   inappropriate   gifts,   favors,   entertainment,   special   accommodations,   or   other

things   of  material  value   that   could  influence  their   decision-making   or   make   them  feel   beholden   to   a

person   or   firm.   Similarly,   Supervised   Persons   should   not   offer   gifts,   favors,   entertainment   or   other   things

of   value   that   could   be   viewed   as   overly   generous   or   aimed   at   influencing   decision-making   or   making   a

client feel beholden to the firm or the Supervised Person.

All gifts and entertainment given or received should be logged in the firm’s Gift Log.

Accepting   Gifts .     On  occasion,  because  of  their  position  with   the  company,  Supervised  Persons  of

Compass   EMP may be   offered   or   may receive   without   notice,   gifts   from   clients,   brokers,   vendors   or   other

persons.    Acceptance   of   extraordinary   or   extravagant   gifts   is   prohibited.    Any   such   gifts   must   be   declined

and returned   in order to   protect the reputation and integrity of   Compass   EMP.    Gifts   of   nominal value (i.e.,

a   gift   whose   reasonable   value,   alone   or   in   the   aggregate,   is   not   more   than   $100   in   any   twelve-month

period),   customary   business   meals,   entertainment   (e.g.   sporting  events),  and  promotional  items   (i.e.,

pens,   mugs, T-shirts) may   be   accepted.    All   gifts   received   by   a   Supervised   Person   of   Compass   EMP that

might violate this Code must be promptly reported to the CCO.

Solicitation of Gifts .    Compass   EMP’s Supervised Persons   are prohibited from   soliciting   gifts   of   any size

under any circumstances.

Giving   Gifts .    Compass   EMP’s   Supervised   Persons   may not   give   any   gift   with   a   value   in   excess   of   $100

per   twelve-month   period,   customary   business   meals,   entertainment   (e.g.   sporting   events),   and

promotional   items   may be   given,    to   an   advisory client   or   persons   who   do   business   with,   regulate,   advise

or render professional service to Compass EMP.

Entertainment .   No   Supervised   Person   may   provide   or   accept   extravagant   or   excessive   entertainment   to

or   from   a   client,   prospective   client,   or   any   person   or   entity   that   does   or   seeks   to   do   business   with   or   on

behalf   of   the   adviser.    Supervised   persons   may   provide   or   accept   a   business   entertainment   event,   such

as   dinner   or   a   sporting   event,   of   reasonable   value,   if   the   person   or   entity   providing   the   entertainment   is

present.

3.7.  Reporting of Violations

All   Supervised   Persons   of   Compass   EMP   must   promptly   (upon   discovery   of   violation)   report   violations   of

the   Code   to   the   CCO   as   the   situation   dictates.     If   the   CCO   is   unavailable,   the   violation   must   then   be

reported to another member of senior management.

Any retaliation for the reporting of a violation under this Code will constitute a violation of the Code.

4. Insider Trading

In   1989,   Congress   enacted   the   Insider   Trading   and   Securities   Enforcement   Act   to   address   the   potential

misuse    of    material,    non-public    information.      Courts    and    the    Securities    and    Exchange    Commission



currently define inside information as information that has not been disseminated to the public through the

customary news   media;   is   known   by   the   recipient   to   be   non-public;   and   has   been   improperly   obtained.   In

addition,   the   information   must   be   material,   e.g.   it  must   be   of   sufficient   importance   that   a   reasonably

prudent person might base their decision to invest or not invest on such information.

The definition and application of inside information is continually being revised and updated by the

regulatory authorities.    Information is material where there is a substantial likelihood that a reasonable investor would consider

it important in making his or her investment decisions. Generally, this includes any information the

disclosure of which will have a substantial effect on the price of a company’s securities. All Supervised

Persons should note the SEC’s position that the term “material nonpublic information” relates not only to

issuers but also to Compass EMP’s securities recommendations and client securities holdings and

transactions.  No simple test exists to determine when information is material; assessments of materiality

involve a highly fact-specific inquiry. If a Compass EMP Supervised Person believes they are in

possession of inside information, it is critical that they not act on the information or disclose it to anyone,

but instead advise the CCO accordingly.  Acting on such information may subject the Supervised Person

to severe federal criminal penalties and the forfeiture of any profit realized from any transaction.

Although  this  section  is  included  under  the  provisions  of  this  Code,  it  is,  in  fact,  a  separate  set  of

procedures    required    under    Section    204A  of    the  Advisers  Act    and    is    included    in    Compass    EMP’s

Compliance  Manual.     All  Compass   EMP   Supervised   Persons   are   required   to  read   and  acknowledge

having read such procedures annually.

5. Reporting Requirements

5.1.  Scope

The   provisions   of   this   Code   apply   to   every   security   transaction,   in   which   an   Access   Person   of   Compass

EMP   has,   or   by   reason   of   such   transaction   acquires,   any   direct   or   indirect   beneficial   interest,   in   any

account  over  which  they  have  any  direct  or  indirect  control.    An   Access  Person  does  not  derive  a

beneficial   interest   by   virtue   of   serving   as   a   trustee   or   executor   unless   the   person,   or   a   member   of   their

immediate family, has a vested interest in the income or corpus of the trust or estate.    However, if a family

member   is   a   fee-paying   client,   the   account   will   be   managed   in   the   same   manner   as   that   of   all   other

Compass EMP clients with similar investment objectives.

If   an Access   Person   believes   that   they should   be   exempt   from   the   reporting   requirements   with   respect   to

any account in   which   they have direct or   indirect   beneficial ownership,   but   over   which they have no direct

or   indirect   control   in   the   management   process,   they   should   so   advise   the   CCO,   giving   the   name   of   the

account,   the   person(s)   or   firm(s)   responsible   for   its   management,   and   the   reason   for   believing   that   they

should   be   exempt   from   reporting   requirements   under   this   Code.    If   the   CCO   shall   grant   an   exception,   the

exception with rational shall be documented and maintained in writing.

5.2.  Reportable Securities

Section 202a-18 of the Advisers Act defines the term “Security” as follows:

Any   note,   stock,   treasury   stock,   bond,   debenture,   evidence  of  indebtedness,  certificate   of  interest  or

participation  in  any  profit-sharing  agreement,  collateral-trust  certificate,  pre-organization  certificate  or

subscription,   transferable   share,   investment   contract,   voting-trust   certificate,   certificate   of   deposit   for   a

security,   fractional   undivided   interest   in   oil,   gas   or   other   mineral   rights,   any   put,   call   straddle,   option,   or

privilege  on  any  security  (including  a  certificate  of  deposit)  or  on  any  group  or  index  of  securities

(including   any   interest   therein   or   based   on   the   value   thereof),   or   any   put,   call   straddle,   option   or   privilege

entered   into   on   a   national   securities   exchange   relating   to   a   foreign   currency,   or   in   general,   any interest   or

instrument   commonly   known   as   a   “security”   or   any   certificate   of   interest   or   participation   in,   temporary   or

interim   certificate   for,   receipt   for,   guarantee   of,   or   warrant   or   right   to   subscribe   to   or   purchase,   any   of   the

foregoing.

For   purposes   of   this   Code,   the   term   “Reportable   Securities”   means   all   such   securities   described   above

except:

    direct obligations of the United States;



    bankers’ acceptances, bank   certificates of deposit, commercial paper and high quality short-term   debt

instruments, including repurchase agreements;

    shares issued by money market funds;

    shares   issued   by   open-end   funds   other   than   reportable   funds   ( Note :   The   term   “Reportable   Funds”

means   any fund   whose   investment   adviser   or   principal   underwriter   controls   you,   is   controlled   by   you,

or is under common control with you.); and

    shares   issued   by   unit   investment   trusts   that   are   invested   exclusively   in   one   or   more   open-end   funds,

none of which are reportable funds.

If   there   is   any   question   by   an Access   Person as   to   whether   a   security   is   reportable   under   this   Code,   they

should   consult   with   the   CCO   for   clarification   on   the   issue   before   entering   any   trade   for   their   personal

account.

5.3.  Reporting Exceptions

Under Rule 204A-1, Access Persons are not required to submit:

    any   report   with   respect   to   securities   held   in   accounts   over   which   the   Access   Person   has   no

direct or indirect influence or control;

    a transaction report with respect to transactions effected pursuant to an automatic investment

plan ( Note:  This exception includes dividend reinvestment plans.); and

    a    transaction    report    if    the    report    would    duplicate    information    contained    in    broker    trade

confirmations  or  account  statements  that  Compass  EMP   holds  in  its  records  so  long  as

Compass   EMP   receives   the   confirmations   or   statements   no   later   than   30   days   after   the   end

of the applicable calendar quarter.

5.4.  Initial/Annual Holdings Report

Initially

Any employee   of   Compass EMP who   during   the course of   their employment   becomes   an Access   Person,

as   that   term   is   defined   in   sub-section   2.2   of   this   Code,   must   provide   the   CCO   with   an   Initial   Securities

Holdings   Report   Certification   no   later   than   10   days   after   the   employee   becomes   an Access   Person.    The

holdings   information   provided   in   conjunction   with   this   certification   must   be   current   as   of   45   days   before

the employee became an Access Person.

Annually

Every Access   Person   must   submit   an Annual   Securities   Holdings   Report   Certification   to   the   CCO   due   by

the   last   business   day   of   January   of   each   year.    The   annual   holdings   requirement   will   be   satisfied   through

receipt   by   the   CCO   of   year-end   statements.   The   CCO   will   review   each   statement   for   any   evidence   of

improper holdings, trading activities, or conflicts of interest by the Access Person.

5.5.  Quarterly Transaction Reports

All Access   Persons   must   arrange   for   online   account   access   or   duplicate   statements   to   be   provided   to   the

CCO.  This eliminates the need to submit quarterly transaction reports to the firm.  Following receipt of the

quarterly   statements   transaction   information,   the   CCO   will   review   each   transaction   for   any   evidence   of

improper   trading   activities   or   conflicts   of   interest   by   the   Access   Person.     After   careful   review   of   each

report, the CCO will document that they conducted such review.

5.6.  Quarterly Brokerage Account Report

All   Access   Persons   must   complete   a   Quarterly   Brokerage   Account   Report   at   the   completion   of   each

calendar   quarter,   if   during   the   quarter,   an   account   was   opened   containing   securities   held   for   the   direct   or

indirect benefit of the Access Person.  This report is due no later than 10 days after quarter end.



5.7.  Annual Written Reports to the Board

At   least   annually,   the   CCO   will   provide   a   written   report   to   the   Board   of   Directors   of   each   fund   for   which

Compass EMP acts as an investment adviser as follows:

    Issues   Arising   Under   the   Code.   The   report   must   describe   any   issue(s)   that   arose   during

the   previous   year   under   this   Code   of   Ethics   or   procedures   thereto,   including   any   material

Code   or   procedural   violations,   and   any   resulting   sanction(s).   The   CCO   may   report   to   the

senior   management more frequently as   he   or she   deems   necessary or   appropriate, and   shall

do so as requested by senior management.

    Certification.   Each   report   must   be   accompanied   by   a   certification   to   the   Board   of   Directors

that   Compass   EMP   has   adopted   procedures   reasonably   necessary   to   prevent   their   Access

Persons from violating this Code of Ethics.

6. Recordkeeping Requirements

Compass   EMP   will   maintain   the   following   records   for   at   least   five   years   from   the   end   of   the   fiscal   year   in

which  it  is   made,  the  first  two  years  in  an  easily   accessible  place,    in  accordance  with  the  records

retention provisions of Rule 204-2a of the Advisers Act:

    A copy of each Code that has been in effect at any time during the past five years;

    A record   of   any   violation   of   the   Code   and   any   action   taken   as   a   result   of   such   violation   for   five   years

from the end of the fiscal year in which the violation occurred;

    A   record   of   all   written   acknowledgements   of   receipt   of   the   Code   and   amendments   for   each   person

who is currently, or within the past five years was, a Supervised Person;

    Holdings   and   transactions   reports   made   pursuant   to   the   Code,   including   any   brokerage   confirmation

and account statements made in lieu of these reports;

    A list of the names of persons who are currently, or within the past five years, were Access Persons;

    A record   of   any decision   and supporting   reasons   for   approving the   acquisition   of   securities   by Access

Persons   in   initial   public   offerings   limited   offerings   for   at   least five   years   after the   end   of   the   fiscal   year

in which approval was granted;

    Any   waiver   from   or   exception   to   the   Code   for   any   employee   of   Compass   EMP   subject   to   the   Code,

and;

    A copy of each annual written report to the Board, required by sub-section 5.7 of this Code.

7. Form ADV Disclosure

A   description  of  the  code  will  be  provided  in  Compass  EMP’s   ADV  Part  II,  Schedule  F.    With  the

description,   a   statement   will   be   made   that   Compass   EMP   will   provide   a   copy   of   the   code   to   any   client   or

prospective client upon request.

8. Acknowledgment of Receipt

Compass   EMP   Supervised   Persons   must   acknowledge,   initially   and   annually,   that   they   have   received,

read,   and   understand,   the   above   Code   of   Ethics   regarding   personal   securities   trading   and   other   potential

conflicts   of   interest   and   agree   to   comply   with   the   provisions   therein.     In   addition,   Supervised   Persons

must   agree   to   acknowledge   any   subsequent   amendments   to   the   code   (within   specified   time   frame   set

forth   in   any future   communications   notifying   of   an   amendment)   by any means   deemed   by Compass   EMP

to   satisfactorily   fulfill   the   Supervised   Person’s   obligation   to   read,   understand,   and   agree   to   any   such

amendment.

This  Code  is  revised,  approved  and  promulgated  effective  12/30/2011.   All  prior  versions  are  hereby

revoked.



For Compass Efficient Model Portfolios, LLC:

[EXP2002.GIF]

____________________________________

By:

Pleshetta J. Loftin

 

Chief Compliance Officer



Northern Lights Distributors, LLC

BD Written Supervisory Policies and Procedures

10/8/2010 to Current



CODE OF ETHICS

Background

NLD has a simple, basic Code of Ethics, which is disseminated to all affiliated personnel.  Activities by anyone, from senior management to clerical staff, violating this Code of Ethics will not be tolerated.  Employees of NLD or registered representatives of NLD who are employees of NorthStar Financial Services Group, LLC, NLD's parent company are subject to an expanded code of ethics requiring the reporting of their personal securities transactions.  

·

Every aspect of our business will be conducted in a fair, lawful and ethical manner.  Sufficient internal controls have been implemented to ensure that all reasonable efforts are taken at all times to deter and detect any activities which do not meet the highest standards of ethical behavior.

·

Senior management is committed to working with Compliance and all registered individuals to ensure the existence and awareness of a strong and committed compliance culture.  Our leadership will consistently be such that we will instill ethical behavior throughout the firm and make it known that anyone acting in a manner less than what is expected will be sanctioned or terminated.

·

Senior management s leadership style will be to lead by example, creating an environment encouraging honesty and fair play by all employees in the conduct of his or her duties.

·

Our customers will be offered only those pre-approved products/services which have been determined to be appropriate for their specific needs and which provide fair value.

·

It is our obligation to respect and protect the right to privacy of all our clients.

·

Confidential or proprietary information, obtained in the course of an individual s association or employment with NLD, is not to be used for personal gain or to be shared with others for personal benefit.

·

All efforts are to be made to avoid actual or apparent conflicts of interest. Such a conflict may exist even when no actual wrongdoing occurs; the opportunity to act improperly may be sufficient to give the appearance of a conflict.

·

Strict compliance with all laws and regulations governing the securities industry is paramount.

·

Senior management will continue to ensure that the procedures in place are acceptable in terms of making determinations regarding the qualifications, experience and training of all individuals prior to assigning them any supervisory responsibilities.

·

Individual employees not adhering to this Code of Ethics, as well as all other policies and directives issued by NLD, during the course of any activities undertaken on behalf of this broker/dealer will be subject to sanctions and possible termination.

Supervisory and Oversight Policies

Senior management, working with Compliance and all supervisory personnel, in an effort to ensure that the above Code of Ethics is maintained throughout the company, will strive to ensure that the supervisory policies and procedures contained in this document are undertaken to ensure the following:

·

The best interests of our clients must be foremost.

·

Adherence to all regulatory requirements must be ensured.

·

All our personnel are adequately trained so as to perform at the highest ethical, legal and professional levels.

·

We will utilize only highly qualified, well trained personnel to perform review and/or supervisory responsibilities.

·

All compliance and supervisory efforts, and all appropriate follow-up activities, are to be well documented and appropriately maintained.

·

Immediate attention is to be given to any area in which our efforts are found to be deficient in any manner.

·

We will at all times have in place sufficient teamwork to put into place as rapidly as possible, any actions determined to be necessary at any given time.

·

We will ensure awareness on the part of all associated persons regarding the seriousness with which all compliance efforts should be undertaken.





POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:


WHEREAS, THE COMPASS EMP FUNDS TRUST, a business trust organized under the laws of the State of Delaware  (hereinafter referred to as the "Trust"), periodically files amendments to its Registration Statement with the SEC under the provisions of the Securities Act of 1933, as amended and the Investment Company Act of 1940, as amended;


NOW, THEREFORE, the undersigned hereby constitutes and appoints JOANN M. STRASSER, DONALD S. MENDELSOHN, AND MICHAEL V. WIBLE  as attorneys for it and in its name, place and stead, and in its capacity as a Trust, to execute and file any Amendment or Amendments to the Trust's Registration Statement (file Nos.333-181176, 811-22696) hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.


IN WITNESS WHEREOF, the Trust has caused its name to be subscribed hereto by the President this 12th day of July, 2012.


COMPASS EMP FUNDS TRUST


Attest:


By:   /s/Pleshetta Loftin

By:   /s/Stephen Hammers

Pleshetta Loftin, Secretary

Stephen Hammers, President



STATE OF TENNESSEE

)

 

)

ss:

COUNTY OF WILLIAMSON

)


Before me, a Notary Public, in and for said county and state, personally appeared Stephen Hammers, President, who represented that he is duly authorized in the premises, and who is known to me to be the person described in and who executed the foregoing instrument, and he duly acknowledged to me that he executed and delivered the same for the purposes therein expressed.


WITNESS my hand and official seal this 12th day of July, 2012.


/s/ Karen B. Tidwell  

[SEAL]

Notary Public

 

    Karen B. Tidwell

  State of Tennessee Notary Public My commission expires: November 4, 2013

                             Davidson County



712362.1




CERTIFICATE




The undersigned, Secretary of COMPASS EMP FUNDS TRUST, hereby certifies that the following resolution was duly adopted by a majority of the Board of Trustees at a meeting held July 12, 2012, and is in full force and effect:

WHEREAS, THE COMPASS EMP FUNDS TRUST, a business trust organized under the laws of the State of Delaware  (hereinafter referred to as the "Trust"), periodically files amendments to its Registration Statement with the SEC under the provisions of the Securities Act of 1933, as amended and the Investment Company Act of 1940, as amended;


NOW, THEREFORE, the undersigned hereby constitutes and appoints JOANN M. STRASSER, DONALD S. MENDELSOHN AND MICHAEL V. WIBLE as attorneys for it and in its name, place and stead, and in its capacity as a Trust, to execute and file any Amendment or Amendments to the Trust's Registration Statement (file Nos.333-181176, 811-22696) hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.




Dated:  July 12 , 2012

/s/Pleshetta Loftin

Pleshetta Loftin, Secretary

COMPASS EMP FUNDS TRUST



712362.1




POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:


WHEREAS, THE COMPASS EMP FUNDS TRUST, a business trust organized under the laws of the State of Delaware  (hereinafter referred to as the "Trust"), periodically files amendments to its Registration Statement with the SEC under the provisions of the Securities Act of 1933, as amended and the Investment Company Act of 1940, as amended;


WHEREAS, the undersigned is the President of the Trust;


NOW, THEREFORE, the undersigned hereby constitutes and appoints JOANN M. STRASSER, DONALD S. MENDELSOHN, AND MICHAEL V. WIBLE as attorneys for it and in its name, place and stead, and in its capacity as a Trust, to execute and file any Amendment or Amendments to the Trust's Registration Statement (file Nos.333- 181176, 811-22696) hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.


IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 12th day of July, 2012.


/s/Stephen Hammers

Stephen Hammers

President



STATE OF TENNESSEE

)

 

)

ss:

COUNTY OF WILLIAMSON

)


Before me, a Notary Public, in and for said county and state, personally appeared Stephen Hammers, known to me to be the person described in and who executed the foregoing instrument, and who acknowledged to me that he executed and delivered the same for the purposes therein expressed.


WITNESS my hand and official seal this 12th day of July, 2012.


/s/  Karen B. Tidwell

[SEAL]

Notary Public

 

    Karen B. Tidwell

  State of Tennessee Notary Public          My commission expires: November 4, 2013

                             Davidson County



712362.1




POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:


WHEREAS, THE NORTHERN LIGHTS FUND TRUST III, a business trust organized under the laws of the State of Delaware  (hereinafter referred to as the "Trust"), periodically files amendments to its Registration Statement with the SEC under the provisions of the Securities Act of 1933, as amended and the Investment Company Act of 1940, as amended;


WHEREAS, the undersigned is the Treasurer and Chief Financial Officer of the Trust;


NOW, THEREFORE, the undersigned hereby constitutes and appoints JOANN M. STRASSER, DONALD S. MENDELSOHN, AND MICHAEL V. WIBLE as attorneys for it and in its name, place and stead, and in its capacity as a Trust, to execute and file any Amendment or Amendments to the Trust's Registration Statement (file Nos.333-181176, 811-22696) hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.


IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 12th day of July, 2012.


/s/Robert Walker

Robert Walker

Treasurer


STATE OF TENNESSEE

)

 

)

ss:

COUNTY OF WILLIAMSON

)


Before me, a Notary Public, in and for said county and state, personally appeared Robert Walker, known to me to be the person described in and who executed the foregoing instrument, and who acknowledged to me that he executed and delivered the same for the purposes therein expressed.


WITNESS my hand and official seal this 12th day of July, 2012.


 /s/  Karen B. Tidwell

[SEAL]

Notary Public

 

    Karen B. Tidwell

  State of Tennessee Notary Public          My commission expires: November 4, 2013

                             Davidson County










POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:


WHEREAS, THE COMPASS EMP FUDNS TRUST, a business trust organized under the laws of the State of Delaware  (hereinafter referred to as the "Trust"), periodically files amendments to its Registration Statement with the SEC under the provisions of the Securities Act of 1933, as amended and the Investment Company Act of 1940, as amended;


WHEREAS, the undersigned is a Trustee of the Trust;


NOW, THEREFORE, the undersigned hereby constitutes and appoints JOANN M. STRASSER, DONALD S. MENDELSOHN, AND MICHAEL V. WIBLE as attorneys for it and in its name, place and stead, and in its capacity as a Trust, to execute and file any Amendment or Amendments to the Trust's Registration Statement (file Nos.333- 181176, 811-22696) hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.


IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 12th day of July, 2012.


/s/Don Benson

Don Benson

Trustee



STATE OF TENNESSEE

)

 

)

ss:

COUNTY OF WILLIAMSON

)


Before me, a Notary Public, in and for said county and state, personally appeared Don Benson, known to me to be the person described in and who executed the foregoing instrument, and who acknowledged to me that he executed and delivered the same for the purposes therein expressed.


WITNESS my hand and official seal this 12th day of July, 2012.


/s/  Karen B. Tidwell

[SEAL]

Notary Public

 

    Karen B. Tidwell

  State of Tennessee Notary Public         My commission expires: November 4, 2013

                             Davidson County



712362.1




POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:


WHEREAS, THE COMPASS EMP FUNDS TRUST, a business trust organized under the laws of the State of Delaware  (hereinafter referred to as the "Trust"), periodically files amendments to its Registration Statement with the SEC under the provisions of the Securities Act of 1933, as amended and the Investment Company Act of 1940, as amended;


WHEREAS, the undersigned is a Trustee of the Trust;


NOW, THEREFORE, the undersigned hereby constitutes and appoints JOANN M. STRASSER, DONALD S. MENDELSOHN, AND MICHAEL V. WIBLE  as attorneys for it and in its name, place and stead, and in its capacity as a Trust, to execute and file any Amendment or Amendments to the Trust's Registration Statement (file Nos.333- 181176, 811-22696) hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.


IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 12th day of July, 2012.


/s/John Gering

John Gering

Trustee



STATE OF TENNESSEE

)

 

)

ss:

COUNTY OF WILLIAMSON

)


Before me, a Notary Public, in and for said county and state, personally appeared John Gehring, known to me to be the person described in and who executed the foregoing instrument, and who acknowledged to me that he executed and delivered the same for the purposes therein expressed.


WITNESS my hand and official seal this 12th day of July, 2012.


/s/ Karen B. Tidwell  

[SEAL]

Notary Public

 

    Karen B. Tidwell

  State of Tennessee Notary Public         My commission expires: November 4, 2013

                             Davidson County




712362.1




POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:


WHEREAS, THE COMPASS EMP FUNDS TRUST, a business trust organized under the laws of the State of Delaware  (hereinafter referred to as the "Trust"), periodically files amendments to its Registration Statement with the SEC under the provisions of the Securities Act of 1933, as amended and the Investment Company Act of 1940, as amended;


WHEREAS, the undersigned is a Trustee of the Trust;


NOW, THEREFORE, the undersigned hereby constitutes and appoints JOANN M. STRASSER, DONALD S. MENDELSOHN, AND MICHAEL V. WIBLE as attorneys for it and in its name, place and stead, and in its capacity as a Trust, to execute and file any Amendment or Amendments to the Trust's Registration Statement (file Nos.333-  181176, 811-22696) hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.


IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 12th day of July, 2012.


/s/Dr. Gene Mims

Dr. Gene Mims

Trustee



STATE OF TENNESSEE

)

 

)

ss:

COUNTY OF WILLIAMSON

)


Before me, a Notary Public, in and for said county and state, personally appeared Dr. Gene Mims, known to me to be the person described in and who executed the foregoing instrument, and who acknowledged to me that he executed and delivered the same for the purposes therein expressed.


WITNESS my hand and official seal this 12th day of July, 2012.


/s/ Karen B. Tidwell

[SEAL]

Notary Public

 

    Karen B. Tidwell

  State of Tennessee Notary Public          My commission expires: November 4, 2013

                             Davidson County




712362.1




POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:


WHEREAS, THE COMPASS  EMP FUNDS TRUST, a business trust organized under the laws of the State of Delaware  (hereinafter referred to as the "Trust"), periodically files amendments to its Registration Statement with the SEC under the provisions of the Securities Act of 1933, as amended and the Investment Company Act of 1940, as amended;


WHEREAS, the undersigned is a Trustee of the Trust;


NOW, THEREFORE, the undersigned hereby constitutes and appoints JOANN M. STRASSER, DONALD S. MENDELSOHN, AND MICHAEL V. WIBLE as attorneys for it and in its name, place and stead, and in its capacity as a Trust, to execute and file any Amendment or Amendments to the Trust's Registration Statement (file Nos.333-181176, 811-22669) hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.


IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 12th day of July, 2012.


/s/David Moore

David Moore

Trustee



STATE OF TENNESSEE

)

 

)

ss:

COUNTY OF WILLIAMSON

)


Before me, a Notary Public, in and for said county and state, personally appeared David Moore, known to me to be the person described in and who executed the foregoing instrument, and who acknowledged to me that he executed and delivered the same for the purposes therein expressed.


WITNESS my hand and official seal this 12th day of July, 2012.


/s/  Karen B. Tidwell

[SEAL]

Notary Public

 

    Karen B. Tidwell

  State of Tennessee Notary Public         My commission expires: November 4, 2013

                             Davidson County