Compass EMP Funds Trust (Form: 485BXT, Received: 06/26/2015 17:01:56)

Securities Act Registration No. 333-181176

Investment Company Act Registration No. 811-22696

As filed with the Securities and Exchange Commission on June 26, 2015

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x

o Pre-Effective Amendment No.

x Post-Effective Amendment No. 30

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 x

x Amendment No. 33

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)

(402) 895-1600

(Registrant’s Telephone Number, including Area Code)

The Corporation Trust Company

1209 Orange Street

Wilmington, DE 19801

(Name and Address of Agent for Service)

With copy to:

Jay G. Baris

Morrison & Foerster LLP

250 West 55 th Street

New York, New York, 10019

212-468-8053 (phone)

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:

o	Immediately upon filing pursuant to paragraph (b)
x	On July 7, 2015 pursuant to paragraph (b)
o	60 days after filing pursuant to paragraph (a)(1)
o	On (date) pursuant to paragraph (a)(1)
o	75 days after filing pursuant to paragraph (a)(2)
o	On (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

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

EXPLANATORY NOTE

This Post-Effective Amendment No. 30 to the Registration Statement on Form N-1A for Compass EMP Funds Trust is being filed pursuant to paragraph (b)(1)(iii) of Rule 485 under the Securities Act of 1933, as amended, solely for the purpose of delaying, until July 7, 2015, the effectiveness of Post-Effective Amendment No. 29 (“PEA No. 29”), which was filed with the Securities and Exchange Commission (the “Commission”) via EDGAR on April 15, 2015, accession number 0000894189-15-001847. Since no other changes are intended to be made to the PEA No. 29 by means of this filing, Parts A and B of PEA No. 29 are incorporated herein by reference.

PART A — PROSPECTUS

The Prospectus for Compass EMP US Small Cap 500 Volatility Weighted Index ETF, Compass EMP International 500 Volatility Weighted Index ETF, Compass EMP Emerging Market 500 Volatility Weighted Index ETF, Compass EMP US High Dividend 100 Volatility Weighted Index ETF, Compass EMP US Small Cap High Dividend 100 Volatility Weighted Index ETF, Compass EMP International High Dividend 100 Volatility Weighted Index ETF and Compass EMP Emerging Market High Dividend 100 Volatility Weighted Index ETF is incorporated by reference to Part A of PEA No. 29.

PART B — STATEMENT OF ADDITIONAL INFORMATION

The Statement of Additional Information for Compass EMP US Small Cap 500 Volatility Weighted Index ETF, Compass EMP International 500 Volatility Weighted Index ETF, Compass EMP Emerging Market 500 Volatility Weighted Index ETF, Compass EMP US High Dividend 100 Volatility Weighted Index ETF, Compass EMP US Small Cap High Dividend 100 Volatility Weighted Index ETF, Compass EMP International High Dividend 100 Volatility Weighted Index ETF and Compass EMP Emerging Market High Dividend 100 Volatility Weighted Index ETF is incorporated by reference to Part B of PEA No. 29.

PART C

OTHER INFORMATION

Item 28. Exhibits

(a) Articles of Incorporation.

(1) Registrant’s Amended Agreement and Declaration of Trust, previously filed on July 19, 2013 as an exhibit to Post-Effective Amendment No. 12 to the Registrant’s Registration Statement, is hereby incorporated by reference.

(2) Registrant’s Certificate of Trust, previously filed on May 4, 2012 as an exhibit to the Registrant’s Registration Statement, is hereby incorporated by reference.

(b) By-Laws., Amended and Restated May 1, 2015. (filed herewith)

(c) Instruments Defining Rights of Security Holder. None other than in the Amended Agreement and Declaration of Trust and By-Laws of the Registrant.

(d) Investment Advisory Contracts.

(1)(a) Investment Advisory Agreement dated May 1, 2015, between Registrant and Victory Capital Management Inc. (“Victory Capital” or the “Adviser”). (filed herewith)

(1)(b) Schedule A to Advisory Agreement dated May 1, 2015. (filed herewith)

(1)(c) Schedule A to Advisory Agreement dated May 1, 2015, current as of May 21, 2015. (filed herewith)

(2) Investment Advisory Agreement dated May 1, 2015, between CEMPCSVWF Fund Limited and Victory Capital. (filed herewith)

(3) Investment Advisory Agreement dated May 1, 2015, between CEMPCLSSF Fund Limited and Victory Capital. (filed herewith)

(e) Underwriting Contracts.

(1) Underwriting Agreement with Northern Lights Distributors, LLC (“NLD”) with respect to each mutual fund series of the Registrant, previously filed on October 29, 2012 as an exhibit to Pre-Effective Amendment No. 3 to the Registrant’s Registration Statement, is hereby incorporated by reference.

(2) Form of Selling Agreement with NLD with respect to each mutual fund series of the Registrant, previously filed on September 5, 2012 as an exhibit to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement, is hereby incorporated by reference.

(3) Distribution Agreement with Quasar Distributors, LLC (“Quasar”) with respect to each exchange-traded fund series of the Registrant, previously filed on June 27, 2014 as an exhibit to Post-Effective Amendment No. 24 to the Registrant’s Registration Statement, is hereby incorporated by reference.

(4) Form of Authorized Participant Agreement with respect to each exchange-traded fund series of the Registrant, previously filed on June 27, 2014 as an exhibit to Post-Effective Amendment No. 24 to

the Registrant’s Registration Statement, is hereby incorporated by reference.

(f) Bonus or Profit Sharing Contracts. None.

(g) Custodian Agreements.

(1) Custody Agreement with respect to each mutual fund series of the Registrant, previously filed on October 29, 2012 as an exhibit to Pre-Effective Amendment No. 3 to the Registrant’s Registration Statement, is hereby incorporated by reference.

(2) Custody Agreement with respect to each exchange-traded fund series of the Registrant, previously filed on June 27, 2014 as an exhibit to Post-Effective Amendment No. 24 to the Registrant’s Registration Statement, is hereby incorporated by reference.

(h) Other Material Contracts.

(1) Revised Fund Services Agreement with Gemini Fund Services, LLC (“GFS”) with respect to each mutual fund series of the Registrant, previously filed on March 29, 2013 as an exhibit to Post-Effective Amendment No. 7 to the Registrant’s Registration Statement, is hereby incorporated by reference.

(2) Fund Administration Servicing Agreement with U.S. Bancorp Fund Services, LLC (“USBFS”) with respect to each exchange-traded fund series of the Registrant, previously filed on June 27, 2014 as an exhibit to Post-Effective Amendment No. 24 to the Registrant’s Registration Statement, is hereby incorporated by reference.

(3) Transfer Agent Servicing Agreement with USBFS with respect to each exchange-traded fund series of the Registrant, previously filed on June 27, 2014 as an exhibit to Post-Effective Amendment No. 24 to the Registrant’s Registration Statement, is hereby incorporated by reference.

(4) Fund Accounting Servicing Agreement with USBFS with respect to each exchange-traded fund series of the Registrant is, previously filed on June 27, 2014 as an exhibit to Post-Effective Amendment No. 24 to the Registrant’s Registration Statement, is hereby incorporated by reference.

(5) Expense Limitation Agreement dated as of May 1, 2015, between Registrant and Victory Capital.(filed herewith)

(i) Legal Opinion. To be filed by amendment.

(j) Other Opinions. None.

(k) Omitted Financial Statements. None.

(l) Initial Capital Agreements. Subscription Agreement between the Trust and the Initial Investor, previously filed on September 5, 2012 as an exhibit to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement, is hereby incorporated by reference.

(m) Rule 12b-1 Plans.

(1)(a) Revised Class A Master Distribution Plan Pursuant to Rule 12b-1 with respect to each mutual fund series of the Registrant, previously filed on March 29, 2013 as an exhibit to Post-Effective

Amendment No. 7 to the Registrant’s Registration Statement, is hereby incorporated by reference.

(1)(b) Amended Exhibit A dated as of February 26, 2014, previously filed on March 3, 2014 as an exhibit to Post-Effective Amendment No. 17 to the Registrant’s Registration Statement, is hereby incorporated by reference.

(2)(a) Revised Class T Master Distribution Plan Pursuant to Rule 12b-1 with respect to each mutual fund series of the Registrant, previously filed on March 29, 2013 as an exhibit to Post-Effective Amendment No. 7 to the Registrant’s Registration Statement, is hereby incorporated by reference.

(2)(b) Amended Exhibit A dated as of February 26, 2014, previously filed on March 3, 2014 as an exhibit to Post-Effective Amendment No. 17 to the Registrant’s Registration Statement, is hereby incorporated by reference.

(3)(a) Revised Class C Master Distribution Plan Pursuant to Rule 12b-1 with respect to each mutual fund series of the Registrant, previously filed on March 29, 2013 as an exhibit to Post-Effective Amendment No. 7 to the Registrant’s Registration Statement, is hereby incorporated by reference.

(3)(b) Amended Exhibit A dated as of February 26, 2014, previously filed on March 3, 2014 as an exhibit to Post-Effective Amendment No. 17 to the Registrant’s Registration Statement, is hereby incorporated by reference.

(4)(a) Plan of Distribution Pursuant to Rule 12b-1 with respect to each exchange-traded fund series of the Registrant, previously filed on June 27, 2014 as an exhibit to Post-Effective Amendment No. 24 to the Registrant’s Registration Statement, is hereby incorporated by reference.

(n) Rule 18f-3 Plan.

(1) Revised Rule 18f-3 Plan, previously filed on March 29, 2013 as an exhibit to Post-Effective Amendment No. 7 to the Registrant’s Registration Statement, is hereby incorporated by reference.

(2) Rule 18f-3 Plan revised as of May 20, 2015. (to be filed by amendment)

(o) Reserved.

(p) Codes of Ethics.

(1) Code of Ethics for the Trust, previously filed on September 5, 2012 as an exhibit to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement, is hereby incorporated by reference.

(2) Code of Ethics for Victory Capital. (filed herewith)

(3) Code of Ethics for NLD, previously filed on September 5, 2012 as an exhibit to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement, is hereby incorporated by reference.

(4) Code of Ethics for Quasar, previously filed on June 27, 2014 as an exhibit to Post-Effective Amendment No. 24 to the Registrant’s Registration Statement, is hereby incorporated by reference.

Powers of Attorney with respect to each trustee. (filed herewith)

Powers of Attorney for each of CEMPCLSSF Fund Limited and CEMPCSVWF Fund Limited. (filed herewith)

Item 29. Control Persons .

None.

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 with NLD, Articles 6 and 7 of the Distribution Agreement with Quasar, Section 9 of the Management Agreement, Article X of each Custody Agreement, Section 4 of the Fund Services Agreement with GFS, Section 9 of the Fund Accounting Servicing Agreement with USBFS, Section 6 of the Fund Administration Servicing Agreement with USBFS and Section 7 of the Transfer Agent Servicing Agreement with USBFS. The application of these provisions is limited by the following undertaking set forth in the rules promulgated by the Securities and Exchange Commission:

Article VIII, Section 2(b) provides that every note, bond, contract, instrument, certificate or undertaking and every other act or document whatsoever issued, executed or done by or on behalf of the Trust, the officers or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been issued, executed or done only in such Person’s capacity as Trustee and/or as officer, and such Trustee or officer, as applicable, shall not be personally liable therefore, except as described in the last sentence of the first paragraph of Section 2 of Article VIII.

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 Investment Advisory Agreement between Adviser and the Registrant provides that the Adviser 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, the Adviser 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 Investment Advisory Agreement is to be construed to protect any director or officer of the Registrant or the Adviser 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”).

The Underwriting Agreement provides that the Registrant agrees to indemnify, defend and hold NLD, its several officers and directors, 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 directors, 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) 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, (iii) the Registrant’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, or (iv) the Registrant’s failure to provide NLD with advertising or sales materials to be filed with the FINRA on a timely basis.

The Fund Services Agreements with GFS provides that the Registrant agrees to indemnify and hold GFS harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising out of or attributable to the Registrant’s refusal or failure to comply with the terms of the Agreement, or which arise out of the Registrant’s lack of good faith, gross negligence or willful misconduct with respect to the Registrant’s performance under or in connection with this Agreement.

The Consulting Agreement with Northern Lights Compliance Services, LLC (“NLCS”) provides that the Registrant agree to indemnify and hold NLCS harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising out of or attributable to the Trust’s refusal or failure to comply with the terms of the 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 the Agreement. NLCS shall not be liable for, and shall be entitled to rely upon, and may act upon information, records and reports generated by the Trust, advice of the Trust, or of counsel for the Trust and upon statements of the Trust’s independent accountants, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports.

Each of the Transfer Agent Servicing Agreement, Fund Accounting Servicing Agreement and Fund Administration Servicing Agreement with USBFS provides that USBFS will indemnify and hold the Trust harmless 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 out of any action taken or omitted to be taken by USBFS as a result of its refusal or failure to comply with the terms of the agreement, or from its bad faith, negligence, or willful misconduct in the performance of its duties under the agreement. The term “Trust” includes the Trust’s directors, trustees, officers and employees for purposes of this paragraph.

The Distribution Agreement with Quasar provides that the Trust agrees to indemnify, defend and hold harmless Quasar (the “Distributor” as used in this section) and each of its directors and officers and each person, if any, who controls the Distributor against any loss, liability, claim, damages or expense (i) arising by reason of any person acquiring any shares or creation units, based upon the ground that the registration statement, prospectus, shareholder reports or other information filed or made public by the Trust included an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact required to be stated or necessary to make the statements made therein not misleading or (ii) any breach of any representation, warranty or covenant made by the Trust in the Distribution Agreement. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case is the indemnity of the Trust to be deemed to protect the Distributor against any liability to the Trust or its shareholders to which the Distributor or such person otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

Additionally, the Distributor agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person who controls the Trust, against any loss, liability, damages, claim or expense based upon the Securities Act of 1933 or any other statute or common law and arising by reason of any person acquiring any shares or creation units, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, shareholder reports or other information filed or made public by the Trust included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary to make the statements not misleading, insofar as the statement or omission was made in reliance upon and in conformity with information furnished to the Trust by or on behalf of the Distributor. In no case is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this agreement.

Item 31. Activities of Investment Adviser.

Adviser is a wholly-owned subsidiary of Victory Capital Holdings, Inc. (“VCH”). A majority of the equity interest in VCH is owned by Crestview Partners, through one or more investment vehicles, with employees of VCM owning a substantial minority interest in VCH. Adviser provides investment advisory services to institutional clients including corporations, non-profits, public funds, Taft-Harley and sub-advisory clients. Adviser offers domestic and international equity and domestic fixed income strategies to investors through a variety of products, including mutual funds, separate accounts, and collective trust funds. As of April 30, 2015, Adviser had approximately $36.4 billion in assets under management and advisement. Adviser’s principal offices are located at 4900 Tiedeman Road, 4 th Floor, Brooklyn, OH 44144, with additional offices in New York, Cincinnati, Tampa and Denver.

To the knowledge of Registrant, none of the directors or officers of the Adviser, except those set forth below, is or has been at any time during the past two calendar years engaged in any other business, profession, vocation or employment of a substantial nature, except that prior to August 1, 2013, certain directors and officers of the Adviser also held positions with the former parent company of Adviser, KeyCorp or its subsidiaries, located at 127 Public Square, Cleveland, Ohio 44114.

The principal executive officers and directors of Adviser and VCH are as follows :

David C. Brown		· Director, Chairman and Chief Executive Officer of Adviser and VCH
Christopher A. Ohmacht		· Director, President of Adviser and VCH
Michael D. Policarpo, II		· Director, Chief Financial Officer and Treasurer of Adviser and VCH
Gregory J. Ewald		· Director, Chief Legal Officer and Secretary of Adviser and VCH

The business address of the foregoing individuals is 4900 Tiedeman Road, 4 th Floor, Brooklyn, Ohio 44144.

Item 32. Principal Underwriter.

(a)(1) In addition to acting as the principal underwriter for the mutual fund series of Compass EMP Funds Trust, NLD acts as principal underwriter for the following: AdvisorOne Funds; AmericaFirst Quantitative Funds; Arrow ETF Trust; Copeland Trust, Equinox Funds Trust; Forefront Income Trust; Forethought Variable Insurance Trust; GL Beyond Income Fund; Miller Investment Trust; Morgan Creek Series 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; OCM Mutual Fund; The Multi-Strategy Growth & Income Fund; The Saratoga Advantage Trust; Total Income+ Real Estate Fund; Tributary Funds, Inc.; and Two Roads Shared Trust and Vertical Capital Income Fund.

(a)(2) In addition to acting as principal underwriter for the exchange traded fund series of Compass EMP Funds Trust, Quasar acts as the principal underwriter for the following

Academy Funds Trust		Jacob Funds, Inc.
Advisors Series Trust		Jensen Portfolio, Inc.
Aegis Funds		Kirr Marbach Partners Funds, Inc.
Allied Asset Advisors Funds		LKCM Funds
Alpha Architect ETF Trust		LoCorr Investment Trust
Alpine Equity Trust		Loeb King Trust
Alpine Income Trust		Lord Asset Management Trust
Alpine Series Trust		MainGate Trust
Angel Oak Funds Trust		Managed Portfolio Series
Appleton Funds		Matrix Advisors Value Fund, Inc.
Barrett Opportunity Fund, Inc.		Merger Fund
Brandes Investment Trust		Monetta Trust
Bridge Builder Trust		Nicholas Family of Funds, Inc.
Bridges Investment Fund, Inc.		Oaktree Funds
Brookfield Investment Funds		Permanent Portfolio Family of Funds, Inc.

Brown Advisory Funds		Perritt Funds, Inc.
Buffalo Funds		PRIMECAP Odyssey Funds
CG Funds Trust		Professionally Managed Portfolios
Compass EMP Funds Trust		Prospector Funds, Inc.
DoubleLine Funds Trust		Provident Mutual Funds, Inc.
ETF Series Solutions		Purisima Funds
Evermore Funds Trust		Rainier Investment Management Mutual Funds
FactorShares Trust		RBC Funds Trust
First American Funds, Inc.		SCS Financial Funds
First American Investment Funds, Inc.		Stone Ridge Trust
First American Strategy Funds, Inc.		Stone Ridge Trust II
FundX Investment Trust		Thompson IM Funds, Inc.
Glenmede Fund, Inc.		Trust for Professional Managers
Glenmede Portfolios		Trust for Advised Portfolios
Greenspring Fund, Inc.		USA Mutuals
Guinness Atkinson Funds		Wall Street Fund, Inc.
Harding Loevner Funds, Inc.		Westchester Capital Funds
Hennessy Funds Trust		Wisconsin Capital Funds, Inc.
Hotchkis & Wiley Funds		WY Funds
Intrepid Capital Management Funds Trust		YCG Funds
IronBridge Funds, Inc.

(b)(1) NLD is an affiliate of Gemini Fund Services, LLC. To the best of Registrant’s knowledge, the following are the members and officers of NLD:

Name	Positions and Offices with Underwriter	Positions and Offices with Trust
Brian Nielsen	Manager, CEO, Secretary	None
Bill Wostoupal	President	None
Daniel Applegarth	Treasurer/NLOP	None
Mike Nielsen	Chief Compliance Officer and AML Compliance Officer	None

The principal business address of each member and officer of NLD is 17605 Wright Street, Omaha, Nebraska 68130.

(b)(2) To the best of Registrant’s knowledge, the directors and executive officers of Quasar Distributors, LLC are as follows:

Name	Position and Offices with Underwriter	Positions and Offices with Trust
James R. Schoenike(1)	President, Board Member	None
Andrew M. Strnad(2)	Vice President, Secretary	None
Joe D. Redwine(1)	Board Member	None
Robert Kern(1)	Board Member	None
Susan LaFond(1)	Vice President, Treasurer	None
Joseph Bree(1)	Chief Financial Officer, Board Member	None
Teresa Cowan(1)	Senior Vice President, Assistant Secretary	None
John Kinsella(3)	Assistant Treasurer	None

Brett Scribner(3)

Assistant Treasurer

None

(1)Principal business address is 615 East Michigan Street, Milwaukee, Wisconsin, 53202.

(2)Principal business address is 6602 East 75th Street, Indianapolis, Indiana, 46250.

(3)Principal business address is 800 Nicollet Mall, Minneapolis, Minnesota, 55402.

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 Underwriters, Administrators and Custodians at the addresses stated in the SAI.

Item 34. Management Services . Not applicable.

Item 35. Undertakings . The Registrant undertakes that each Subsidiary and each Director of 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 (the “Securities Act”) and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under rule 485(b) under the Securities Act and has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of New York and State of New York on the 26th day of June, 2015.

COMPASS EMP FUNDS TRUST

By:	/s/ Christopher K. Dyer

Christopher K. Dyer, President

Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on the 26th day of June, 2015.

/s/ Chrishtopher K. Dyer		President
Christopher K. Dyer

/s/ Christopher A. Ponte		Treasurer
Christopher A. Ponte

*		Chairman of the Board and Trustee
Leigh A. Wilson

*		Trustee
David Brooks Adcock

*		Trustee
Nigel D. T. Andrews

*		Trustee
E. Lee Beard

*		Trustee
David C. Brown

*		Trustee
Sally M. Dungan

*		Trustee
John L. Kelly

*		Trustee
David L. Meyer

*By:	/s/ Jay G. Baris
	Jay G. Baris
	Attorney-in-Fact

COMPASS EMP FUNDS TRUST

INDEX TO EXHIBITS

Item 23.

Exhibit Number		Exhibits:

EX-99.(b)		By-Laws., Amended and Restated May 1, 2015.

EX-99.(d)(1)(a)		Investment Advisory Agreement dated May 1, 2015, between Registrant and Victory Capital Management Inc. (“Victory Capital” or the “Adviser”).

EX-99.(d)(1)(b)		Schedule A to Advisory Agreement dated May 1, 2015.

EX-99.(d)(1)(c)		Schedule A to Advisory Agreement dated May1, 2015, current as of May 21, 2015.

EX-99.(d)(2)		Investment Advisory Agreement dated May 1, 2015, between CEMPCSVWF Fund Limited and Victory Capital.

EX-99.(d)(3)		Investment Advisory Agreement dated May 1, 2015, between CEMPCLSSF Fund Limited and Victory Capital.

EX-99.(h)(5)		Expense Limitation Agreement dated as of May 1, 2015, between Registrant and Victory Capital.

EX-99.(p)(2)		Code of Ethics for Victory Capital.

EX-99.		Powers of Attorney with respect to each trustee.

EX-99.		Powers of Attorney for each of CEMPCLSSF Fund Limited and CEMPCSVWF Fund Limited.

Exhibit 99.B.(b)

BY-LAWS

COMPASS EMP FUNDS TRUST

A Delaware Statutory Trust

(Effective April 12, 2012,

Amended and Restated May 1, 2015)

ARTICLE I.

OFFICES

Section 1.01.

PRINCIPAL EXECUTIVE OFFICE . The Board of Trustees shall fix and, from time to time, may change the location of the principal executive office of the Trust at any place within or outside the State of Delaware.

Section 1.02.

OTHER OFFICES . The Board of Trustees may at any time establish branch or subordinate offices at any place or places where the Trust intends to do business.

ARTICLE II.

MEETINGS OF SHAREHOLDERS

Section 2.01.

PLACE OF MEETINGS . Meetings of Shareholders shall be held at any place within or outside the State of Delaware designated by the Board of Trustees. In the absence of any such designation, shareholders’ meetings shall be held at the principal executive office of the Trust.

Section 2.02.

CALL OF MEETING . A meeting of the Shareholders of the Trust or any Series may be called at any time for any purpose by the Board of Trustees, by the Chairman of the Board or by the President. Special meetings of the Shareholders of the Trust or any Series shall be called by the Board of Trustees, Chairman, or President upon the written request of Shareholders owning at least one-third of the outstanding Shares entitled to vote.

Section 2.03.

NOTICE OF SHAREHOLDERS’ MEETING . All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 4 of this Article II not less than seven (7) nor more than seventy-five (75) days before the date of the meeting. The notice shall specify (i) the place, date and hour of the meeting, and (ii) the general nature of the business to be transacted. The notice of any meeting at which Trustees are to be elected also shall include the name of any nominee or nominees whom at the time of the notice are intended to be presented for election.

If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a Trustee has a direct or indirect financial interest, (ii) an amendment of the Declaration of Trust, (iii) a reorganization of the Trust, or (iv) a voluntary dissolution of the Trust, the notice shall also state the general nature of that proposal.

Section 2.04.

MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE . Notice of any meeting of shareholders shall be given either personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the shareholder at the address of that shareholder appearing on the books of the Trust or its transfer agent or given by the shareholder to the Trust for the purpose of notice. If no such address appears on the Trust’s books or is given, notice shall be deemed to have been given if sent to that shareholder by first-class mail or telegraphic or other written communication to the Trust’s principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.

If any notice addressed to a shareholder at the address of that shareholder appearing on the books of the Trust is returned to the Trust by the United States Postal Service marked to indicate that the Postal Service is unable to deliver the notice to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if these shall be available to the shareholder on written demand of the shareholder at the principal executive office of the Trust for a period of one year from the date of the giving of the notice.

An affidavit of the mailing or other means of giving any notice of any shareholders’ meeting shall be executed by the secretary, assistant secretary or any transfer agent of the Trust giving the notice and shall be filed and maintained in the minute book of the Trust.

Section 2.05.

ADJOURNED MEETING; NOTICE . Any shareholders’ meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy.

When any shareholders’ meeting is adjourned to another time or place, notice need not be given of the adjourned meeting at which the adjournment is taken, unless a new record date of the adjourned meeting is fixed or unless the adjournment is for more than sixty (60) days from the date set for the original meeting, in which case the Board of Trustees shall set a new record date. Notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 3 and 4 of this Article II. At any adjourned meeting, the Trust may transact any business which might have been transacted at the original meeting.

Section 2.06.

VOTING . The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of the Declaration of Trust, as in effect at such time. The shareholders’ vote may be by voice vote or by ballot, provided, however, that any election for Trustees must be by ballot if demanded by any shareholder before the voting has begun on any matter other than elections of Trustees, any shareholder may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but

if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder’s approving vote is with respect to the total shares that the shareholder is entitled to vote on such proposal.

Section 2.07.

WAIVER OF NOTICE BY CONSENT OF ABSENT SHAREHOLDERS . The transactions of the meeting of shareholders, however called and noticed and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum be present either in person or by proxy and if either before or after the meeting, each person entitled to vote who was not present in person or by proxy signs a written waiver of notice or a consent to a holding of the meeting or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any shareholders’ meeting.

Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the beginning of the meeting.

Section 2.08.

SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING . Any action which may be taken at any meeting of shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted. All such consents shall be filed with the Secretary of the Trust and shall be maintained in the Trust’s records. Any shareholder giving a written consent or the shareholder’s proxy holders or a transferee of the shares or a personal representative of the shareholder or their respective proxy-holders may revoke the consent by a writing received by the Secretary of the Trust before written consents of the number of shares required to authorize the proposed action have been filed with the Secretary.

If the consents of all shareholders entitled to vote have not been solicited in writing and if the unanimous written consent of all such shareholders shall not have been received, the Secretary shall give prompt notice of the action approved by the shareholders without a meeting. This notice shall be given in the manner specified in Section 4 of this Article II. In the case of approval of (i) contracts or transactions in which a Trustee has a direct or indirect financial interest, (ii) indemnification of agents of the Trust, and (iii) a reorganization of the Trust, the notice shall be given at least ten (10) days before the consummation of any action authorized by that approval.

Section 2.09.

RECORD DATE FOR SHAREHOLDER NOTICE; VOTING AND GIVING CONSENTS . For purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give consent to action without a meeting, the Board of Trustees may fix in advance a record date which shall not be more than one hundred and eighty (180) days nor less than seven (7) days before the date of any such meeting as provided in the Declaration of Trust.

If the Board of Trustees does not so fix a record date:

(a)

The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(b)

The record date for determining shareholders entitled to give consent to action in writing without a meeting, (i) when no prior action by the Board of Trustees has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Board of Trustees has been taken, shall be at the close of business on the day on which the Board of Trustees adopt the resolution relating to that action or the seventy-fifth day before the date of such other action, whichever is later.

Section 2.10.

PROXIES . Every person entitled to vote for Trustees or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the Secretary of the Trust. A proxy shall be deemed signed if the shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the shareholder or the shareholder’s attorney-in-fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it before the vote pursuant to that proxy by a writing delivered to the Trust stating that the proxy is revoked or by a subsequent proxy executed by or attendance at the meeting and voting in person by the person executing that proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Trust before the vote pursuant to that proxy is counted; provided however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of the General Corporation Law of the State of Delaware.

Section 2.11.

INSPECTORS OF ELECTION . Before any meeting of shareholders, the Board of Trustees may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chairman of the meeting may and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may and on the request of any shareholder or a shareholder’s proxy, shall appoint a person to fill the vacancy.

These inspectors shall:

(a)

Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies;

(b)

Receive votes, ballots or consents;

(c)

Hear and determine all challenges and questions in any way arising in connection with the right to vote;

(d)

Count and tabulate all votes or consents;

(e)

Determine when the polls shall close;

(f)

Determine the result; and

(g)

Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

ARTICLE III.

TRUSTEES

Section 3.01.

POWERS . Subject to the applicable provisions of the Agreement and Declaration of Trust and these By-Laws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the Trust shall be managed and all powers shall be exercised by or under the direction of the Board of Trustees.

Section 3.02.

NUMBER AND QUALIFICATION OF TRUSTEES . The exact number of Trustees shall be set as provided in the Agreement and Declaration of Trust.

Section 3.03.

VACANCIES . Vacancies in the Board of Trustees may be filled by a majority of the remaining Trustees, though less than a quorum, or by a sole remaining Trustee, unless the Board of Trustees calls a meeting of shareholders for the purposes of electing Trustees. In the event that at any time less than a majority of the Trustees holding office at that time were so elected by the holders of the outstanding voting securities of the Trust, the Board of Trustees shall forthwith cause to be held as promptly as possible, and in any event within sixty (60) days, a meeting of such holders for the purpose of electing Trustees to fill any existing vacancies in the Board of

Trustees, unless such period is extended by order of the United States Securities and Exchange Commission.

Notwithstanding the above, whenever and for so long as the Trust is a participant in or otherwise has in effect a Plan under which the Trust may be deemed to bear expenses of distributing its shares as that practice is described in Rule 12b-1 under the Investment Company Act of 1940, then the selection and nomination of the Trustees who are not interested persons of the Trust (as that term is defined in the Investment Company Act of 1940) shall be, and is, committed to the discretion of such disinterested Trustees.

Section 3.04.

PLACE OF MEETINGS AND MEETINGS BY TELEPHONE . All meetings of the Board of Trustees may be held at any place within or outside the State of Delaware that has been designated from time to time by resolution of the Board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the Trust. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Trustees participating in the meeting can hear one another and all such Trustees shall be deemed to be present in person at the meeting and provided that provisions of the Investment Company Act of 1940 do not otherwise require an in-person meeting.

Section 3.05.

REGULAR MEETINGS . Regular meetings of the Board of Trustees shall be held without call at such time as shall from time to time be fixed by the Board of Trustees. Such regular meetings may be held without notice.

Section 3.06.

SPECIAL MEETINGS . Special meetings of the Board of Trustees for any purpose or purposes may be called at any time by the Chairman of the Board or the President or any Vice President or the Secretary or any two (2) Trustees.

Notice of the time and place of special meetings shall be delivered personally or by telephone to each Trustee or sent by first-class mail or telegram, charges prepaid, addressed to each Trustee at that Trustee’s address as it is shown on the records of the Trust. In case the notice is mailed, it shall be deposited in the United States mail at least seven (7) days before the time of the holding of the meeting. In case the notice is delivered personally, by telephone, to the telegraph company, or by express mail or similar service, it shall be given at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the Trustee or to a person at the office of the Trustee who the person giving the notice has reason to believe will promptly communicate it to the Trustee. The notice need not specify the purpose of the meeting or the place if the meeting is to be held at the principal executive office of the Trust.

Section 3.07.

QUORUM . A majority of the authorized number of Trustees shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 10 of this Article III. Every act or decision done or made by a majority of the Trustees present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Trustees, subject to the provisions of the Declaration of Trust. A meeting at which a quorum is initially present may continue to

transact business notwithstanding the withdrawal of Trustees if any action taken is approved by a least a majority of the required quorum for that meeting.

Section 3.08.

WAIVER OF NOTICE . Notice of any meeting need not be given to any Trustee who either before or after the meeting signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the records of the Trust or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Trustee who attends the meeting without protesting before or at its commencement the lack of notice to that Trustee.

Section 3.09.

ADJOURNMENT . A majority of the Trustees present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

Section 3.10.

NOTICE OF ADJOURNMENT . Notice of the time and place of holding an adjourned meeting need not be given unless the meeting is adjourned for more than forty-eight (48) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting in the manner specified in Section 7 of this Article III to the Trustees who were present at the time of the adjournment.

Section 3.11.

ACTION WITHOUT A MEETING . Any action required or permitted to be taken by the Board of Trustees may be taken without a meeting if a majority of the members of the Board of Trustees shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a majority vote of the Board of Trustees. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Trustees.

Section 3.12.

FEES AND COMPENSATION OF TRUSTEES . Trustees and members of committees may receive such compensation, if any, for their services and such reimbursement of expenses as may be fixed or determined by resolution of the Board of Trustees. This Section 12 shall not be construed to preclude any Trustee from serving the Trust in any other capacity as an officer, agent, employee, or otherwise and receiving compensation for those services.

ARTICLE IV.

COMMITTEES

Section 4.01.

COMMITTEES OF TRUSTEES . The Board of Trustees may by resolution adopted by a majority of the authorized number of Trustees designate one or more committees, each consisting of two (2) or more Trustees, to serve at the pleasure of the Board. The Board may designate one or more Trustees as alternate members of any committee who may replace any

absent member at any meeting of the committee. Any committee to the extent provided in the resolution of the Board, shall have the authority of the Board, except with respect to:

(a)

the approval of any action which under applicable law also requires shareholders’ approval or approval of the outstanding shares, or requires approval by a majority of the entire Board or certain members of said Board;

(b)

the filling of vacancies on the Board of Trustees or in any committee;

(c)

the fixing of compensation of the Trustees for serving on the Board of Trustees or on any committee;

(d)

the amendment or repeal of the Agreement and Declaration of Trust or of the By-Laws or the adoption of new By-Laws;

(e)

the amendment or repeal of any resolution of the Board of Trustees which by its express terms is not so amendable or repealable;

(f)

a distribution to the shareholders of the Trust, except at a rate or in a periodic amount or within a designated range determined by the Board of Trustees; or

(g)

the appointment of any other committees of the Board of Trustees or the members of these committees.

Section 4.02.

MEETINGS AND ACTION OF COMMITTEES . Meetings and action of committees shall be governed by and held and taken in accordance with the provisions of Article III of these By-Laws, with such changes in the context thereof as are necessary to substitute the committee and its members for the Board of Trustees and its members, except that the time of regular meetings of committees may be determined either by resolution of the Board of Trustees or by resolution of the committee. Special meetings of committees may also be called by resolution of the Board of Trustees, and notice of special meetings of committees shall also be given to all alternate members who shall have the right to attend all meetings of the committee. The Board of Trustees may adopt rules for the government of any committee not inconsistent with the provisions of these By-Laws.

ARTICLE V.

OFFICERS

Section 5.01.

OFFICERS . The officers of the Trust shall be a President, a Secretary, a Chief Compliance Officer and a Treasurer. The Trust may also have, at the discretion of the Board of Trustees, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article V. Any number of offices may be held by the same person.

Section 5.02.

ELECTION OF OFFICERS . The officers of the Trust, except such officers as may appointed in accordance with the provisions of Section 3 or Section 5 of this Article V, shall be chosen by the Board of Trustees, and each shall serve at the pleasure of the Board of Trustees, subject to the rights, if any, of an officer under any contract of employment.

Section 5.03.

SUBORDINATE OFFICERS . The Board of Trustees may appoint and may empower the president to appoint such other officers as the business of the Trust may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these By-Laws or as the Board of Trustees may from time to time determine.

Section 5.04.

REMOVAL AND RESIGNATION OF OFFICERS . Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board of Trustees at any regular or special meeting of the Board of Trustees or except in the case of an officer upon whom such power of removal may be conferred by the Board of Trustees.

Any officer may resign at any time by giving written notice to the Trust. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Trust under any contract to which the officer is a party.

Section 5.05.

VACANCIES IN OFFICES . A vacancy in any office because of death, resignation, removal, disqualification or other cause shall be filled in the manner prescribed in these By-Laws for regular appointment to that office.

Section 5.06.

CHAIRMAN OF THE BOARD . The Chairman of the Board, if such an officer is elected, shall if present preside at meetings of the Board of Trustees and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Trustees or prescribed by the By-Laws.

Section 5.07.

PRESIDENT . Subject to such supervisory powers, if any, as may be given by the Board of Trustees to the Chairman of the Board, if there be such an officer, the President shall be the chief executive officer of the Trust and shall, subject to the control of the Board of Trustees, have general supervision, direction and control of the business and the officers of the Trust. The

President shall be the principal executive officer of the Trust for purposes of Section 6 of the Securities Act of 1933, as amended, and shall have the responsibilities conferred upon the principal executive officer of an issuer under the Sarbanes-Oxley Act of 2002. He shall preside at all meetings of the shareholders and in the absence of the chairman of the board or if there be none, at all meetings of the Board of Trustees. He shall have the general powers and duties of management usually vested in the office of president of a corporation and shall have such other powers and duties as may be prescribed by the Board of Trustees or these By-Laws.

Section 5.08.

VICE PRESIDENTS . In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the Board of Trustees or if not ranked, a vice president designated by the Board of Trustees, shall perform all the duties of the president and when so acting shall have all powers of and be subject to all the restrictions upon the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Trustees or by these By-Laws and the President or the Chairman of the Board.

Section 5.09.

SECRETARY . The secretary shall keep or cause to be kept at the principal executive office of the Trust or such other place as the Board of Trustees may direct a book of minutes of all meetings and actions of Trustees, committees of Trustees and shareholders with the time and place of holding, whether regular or special, and if special, how authorized, the notice given, the names of those present at Trustees’ meetings or committee meetings, the number of shares present or represented at shareholders’ meetings, and the proceedings.

The Secretary shall keep or cause to be kept at the principal executive office of the Trust or at the office of the Trust’s transfer agent or registrar, as determined by resolution of the Board of Trustees, a share register or a duplicate share register showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same and the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give or cause to be given notice of all meetings of the shareholders and of the Board of Trustees required by these By-Laws or by applicable law to be given and shall have such other powers and perform such other duties as may be prescribed by the Board of Trustees or by these By-Laws.

Section 5.10.

TREASURER . The Treasurer shall be the chief financial officer of the Trust and the principal financial officer of the Trust for purposes of Section 6 of the Securities Act of 1933, as amended, and shall have the responsibility conferred upon the principal financial officer of an issuer under the Sarbanes-Oxley Act of 2002. The Treasurer shall keep and maintain or cause to be kept and maintained adequate and correct books and records of accounts of the properties and business transactions of the Trust, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of account shall at all reasonable times be open to inspection by any Trustee.

The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Trust with such depositories as may be designated by the Board of Trustees. He shall disburse the funds of the Trust as may be ordered by the Board of Trustees, shall render to the President and Trustees, whenever they request it, an account of all of his transactions as chief financial officer and of the financial condition of the Trust and shall have other powers and perform such other duties as may be prescribed by the Board of Trustees or these By-Laws.

Section 5.11. CHIEF COMPLIANCE OFFICER. The Chief Compliance Officer of the Trust will be responsible for administering its compliance policies and procedures, shall have sufficient authority and independence within the organization to compel others to adhere to the compliance policies and procedures, shall report directly to the Board of Trustees, shall annually furnish a written report on the operation of the compliance policies and procedures to the Board of Trustees and shall perform such other duties as prescribed by the Board of Trustees.

ARTICLE VI.

INDEMNIFICATION OF TRUSTEES AND OFFICERS,

Section 6.01.

PROCEEDINGS AND EXPENSES . For the purpose of this Article, “Trustee” or “officer” means any person who is or was a Trustee or officer of this Trust or is or was serving at the request of this Trust as a Trustee, director, or officer, of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise or was a Trustee, director, or officer, of a foreign or domestic corporation which was a predecessor of another enterprise at the request of such predecessor entity; “proceeding” means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and “expenses” includes without limitation attorney’s fees and any expenses of establishing a right to indemnification under this Article.

Section 6.02.

The Trust, out of the Trust Property, shall indemnify and hold harmless each and every officer and Trustee from and against any and all claims and demands whatsoever arising out of or related to such officer’s or Trustee’s performance of his or her duties as an officer or Trustee of the Trust. This limitation on liability applies to events occurring at the time a Person serves as a Trustee or officer of the Trust whether or not such Person is a Trustee or officer at the time of any proceeding in which liability is asserted. Nothing herein contained shall indemnify, hold harmless or protect any officer or Trustee from or against any liability to the Trust or any Shareholder to which such Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Person’s office.

Section 6.03.

SUCCESSFUL DEFENSE BY AGENT . To the extent that a Trustee or officer of this Trust has been successful on the merits in defense of any proceeding referred to in Section2 of this Article

or in defense of any claim, issue or matter therein, before the court or other body before whom the proceeding was brought, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith, provided that the Board of Trustees, including a majority who are disinterested, non-party Trustees, also determines that based upon a review of the facts, the agent was not liable by reason of the disabling conduct referred to in Section 2 of this Article.

Section 6.04.

REQUIRED APPROVAL . Except as provided in Section 3 of this Article, any indemnification under this Article shall be made by this Trust only if authorized in the specific case on a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Sections 2 of this Article, by:

(a)

A majority vote of a quorum consisting of Trustees who are not parties to the proceeding and are not interested persons of the Trust (as defined in the Investment Company Act of 1940); or

(b)

A written opinion by an independent legal counsel.

Section 6.05.

ADVANCE OF EXPENSES . Expenses incurred in defending any proceeding may be advanced by this Trust before the final disposition of the proceeding on receipt of an undertaking by or on behalf of the Trustee or officer to repay the amount of the advance unless it shall be determined ultimately that the Trustee or officer is entitled to be indemnified as authorized in this Article, provided the agent provides a security for his undertaking, or a majority of a quorum of the disinterested, non-party Trustees, or an independent legal counsel in a written opinion, determine that based on a review of readily available facts, there is reason to believe that said Trustee or officer ultimately will be found entitled to indemnification.

Section 6.06.

OTHER CONTRACTUAL RIGHTS . Nothing contained in this Article shall affect any right to indemnification to which persons other than Trustees and officers of this Trust or any subsidiary hereof may be entitled by contract or otherwise.

Section 6.07.

LIMITATIONS . No indemnification or advance shall be made under this Article, except as provided in Sections 5 or 6 in any circumstances where it appears:

(a)

That it would be inconsistent with a provision of the Agreement and Declaration of Trust, a resolution of the shareholders, or an agreement in effect at the time of accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid which prohibits or otherwise limits indemnification; or

(b)

That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

Section 6.08.

INSURANCE. Upon and in the event of a determination by the Board of Trustees of this Trust to purchase such insurance, this Trust shall purchase and maintain insurance on behalf of any Trustee or officer of this Trust against any liability asserted against or incurred by the Trustee or officer in such capacity or arising out of the Trustee’s or officer’s status as such.

Section 6.09.

FIDUCIARIES OF EMPLOYEE BENEFIT PLAN. This Article does not apply to any proceeding against any Trustee, investment manager or other fiduciary of an employee benefit plan in that person’s capacity as such, even though that person may also be an agent of this Trust as defined in Section 1 of this Article. Nothing contained in this Article shall limit any right to indemnification to which such a Trustee, investment manager, or other fiduciary may be entitled by contract or otherwise which shall be enforceable to the extent permitted by applicable law other than this Article.

ARTICLE VII.

RECORDS AND REPORTS

Section 7.01.

MAINTENANCE AND INSPECTION OF SHARE REGISTER . This Trust shall keep at its principal executive office or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the Board of Trustees, a record of its shareholders, giving the names and addresses of all shareholders and the number and series of shares held by each shareholder.

Section 7.02.

MAINTENANCE AND INSPECTION OF BY-LAWS . The Trust shall keep at its principal executive office the original or a copy of these By-Laws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours.

Section 7.03.

MAINTENANCE AND INSPECTION OF OTHER RECORDS . The accounting books and records and minutes of proceedings of the shareholders and the Board of Trustees and any committee or committees of the Board of Trustees shall be kept at such place or places designated by the Board of Trustees or in the absence of such designation, at the principal executive office of the Trust. The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney and shall include the right to copy and make extracts.

Section 7.04.

INSPECTION BY TRUSTEES . Every Trustee shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Trust. This inspection by a Trustee may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

Section 7.05.

FINANCIAL STATEMENTS . A copy of any financial statements and any income statement of the Trust for each quarterly period of each fiscal year and accompanying balance sheet of the Trust as of the end of each such period that has been prepared by the Trust shall be kept on file in the principal executive office of the Trust for at least twelve (12) months and each such statement shall be exhibited at all reasonable times to any shareholder demanding an examination of any such statement or a copy shall be mailed to any such shareholder.

The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accountants engaged by the Trust or the certificate of an authorized officer of the Trust that the financial statements were prepared without audit from the books and records of the Trust.

ARTICLE VIII.

GENERAL MATTERS

Section 8.01.

CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS . All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the Trust shall be signed or endorsed by such person or persons and in such manner as from time to time shall be determined by resolution of the Board of Trustees.

Section 8.02.

CONTRACTS AND INSTRUMENTS; HOW EXECUTED . The Board of Trustees, except as otherwise provided in these By-Laws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Trust and this authority may be general or confined to specific instances; and unless so authorized or ratified by the Board of Trustees or within the agency power of an officer, no officer, agent, or employee shall have any power or authority to bind the Trust by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 8.03.

CERTIFICATES FOR SHARES . A certificate or certificates for shares of beneficial interest in any series of the Trust may be issued to a shareholder upon his request when such shares are fully paid. The Trust may impose a nominal change for issuing certificates to cover expenses related thereto. All certificates shall be signed in the name of the Trust by the chairman of the board or the president or vice president and by the treasurer or an assistant treasurer or the secretary or any assistant secretary, certifying the number of shares and the series of shares owned by the shareholders. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has

been placed on a certificate shall have ceased to be that officer, transfer agent, or registrar before that certificate is issued, it may be issued by the Trust with the same effect as if that person were an officer, transfer agent or registrar at the date of issue. Notwithstanding the foregoing, the Trust may adopt and use a system of issuance, recordation and transfer of its shares by electronic or other means; and in fact, as a matter of policy, does not presently issue certified shares.

Section 8.04.

LOST CERTIFICATES . Except as provided in this Section 4, no new certificates for shares shall be issued to replace an old certificate unless the latter is surrendered to the Trust and cancelled at the same time. The Board of Trustees may in case any share certificate or certificate for any other security is lost, stolen, or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the Board of Trustees may require, including a provision for indemnification of the Trust secured by a bond or other adequate security sufficient to protect the Trust against any claim that may be made against it, including any expense or liability on account of the alleged loss, theft, or destruction of the certificate or the issuance of the replacement certificate.

Section 8.05.

REPRESENTATION OF SHARES OF OTHER ENTITIES HELD BY TRUST . The chairman of the Board, the president or any vice president or any other person authorized by resolution of the Board of Trustees or by any of the foregoing designated officers, is authorized to vote or represent on behalf of the Trust any and all shares of any corporation, partnership, trusts, or other entities, foreign or domestic, standing in the name of the Trust. The authority granted may be exercised in person or by a proxy duly executed by such designated person.

Section 8.06.

FISCAL YEAR . The fiscal year of the Trust shall be fixed and refixed or changed from time to time by resolution of the Trustees. The fiscal year of the Trust shall be the taxable year of each Series of the Trust.

ARTICLE IX.

AMENDMENTS

Section 9.01.

AMENDMENT BY SHAREHOLDERS . These By-Laws may be amended or repealed by the affirmative vote or written consent of two-thirds of the outstanding shares entitled to vote, except as otherwise provided by applicable law or by the Declaration of Trust or these By-Laws.

Section 9.02.

AMENDMENT BY TRUSTEES . Subject to the right of shareholders as provided in Section 1 of this Article to adopt, amend or repeal By-Laws, and except as otherwise provided by law or by the Declaration of Trust, these By-Laws may be adopted, amended, or repealed by the Board of Trustees.

Exhibit 99.B.(d)(1)(a)

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

AGREEMENT effective as of the 1st day of May, 2015, by and between Compass EMP Funds Trust (the “Trust”), a Delaware statutory trust which may issue one or more series of shares of beneficial interest, and Victory Capital Management Inc., a New York corporation (the “Adviser”).

WHEREAS , the Trust is registered as an open-end, management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS , the Trust desires to retain the Adviser to furnish investment advisory services to the funds listed on Schedule A individually and not jointly (each, a “Fund” and collectively, the “Funds”), and the Adviser represents that it is willing and possesses legal authority to so furnish such services;

NOW, THEREFORE , in consideration of the premises and mutual covenants herein contained, it is agreed between the parties hereto as follows:

1. Appointment.

(a) General. The Trust hereby appoints the Adviser to act as investment adviser to the Funds for the period and on the terms set forth in this Agreement. The Adviser accepts such appointment and agrees to furnish the services herein set forth for the compensation herein provided.

(b) Employees of Affiliates. The Adviser may, in its discretion, provide such services through its own employees or the employees of one or more affiliated companies that are qualified to act as an investment adviser to the Trust under applicable laws; provided that (i) all persons, when providing services hereunder, are functioning as part of an organized group of persons, and (ii) such organized group of persons is managed at all times by authorized officers of the Adviser.

(c) Sub-Advisers. It is understood and agreed that the Adviser may from time to time employ or associate with such other entities or persons as the Adviser believes appropriate to assist in the performance of this Agreement with respect to a particular Fund or Funds (each a “Sub-Adviser”), and that any such Sub-Adviser shall have all of the rights and powers of the Adviser set forth in this Agreement; provided that a Fund shall not pay any additional compensation for any Sub-Adviser and the Adviser shall be as fully responsible to the Trust for the acts and omissions of the Sub-Adviser as it is for its own acts and omissions; and provided further that the retention of any Sub-Adviser shall be approved in advance by (i) the Board of Trustees of the Trust and (ii) the shareholders of the relevant Fund if required under any applicable provisions of the 1940 Act or any exemptive relief granted thereunder. The Adviser will review, monitor and report to the Trust’s Board of Trustees regarding the performance and investment procedures of any Sub-Adviser. In the event that the services of any Sub-Adviser are terminated, the Adviser may provide investment advisory services pursuant to this Agreement to the Fund without a Sub-Adviser or employ another Sub-Adviser without further shareholder approval, to the extent consistent with the 1940 Act or any exemptive relief granted thereunder. A Sub-Adviser may be an affiliate of the Adviser.

2. Delivery of Documents. The Trust has delivered to the Adviser copies of each of the following documents along with all amendments thereto through the date hereof, and will promptly deliver to it all future amendments and supplements thereto, if any:

(a) the Trust’s Trust Instrument;

(b) the Bylaws of the Trust;

(d) the most recent Post-Effective Amendment to the Trust’s Registration Statement under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act, on Form N-1A as filed with the Securities and Exchange Commission (the “Commission”);

(e) notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and

(f) the currently effective Prospectuses and Statements of Additional Information of the Funds.

3. Investment Advisory Services .

(a) Management of the Funds. The Adviser hereby undertakes to act as investment adviser to the Funds. The Adviser shall regularly provide investment advice to the Funds and continuously supervise the investment and reinvestment of cash, securities and other property composing the assets of the Funds and, in furtherance thereof, shall:

(i) supervise all aspects of the operations of the Trust and each Fund;

(ii) obtain and evaluate pertinent economic, statistical and financial data, as well as other significant events and developments, which affect the economy generally, the Funds’ investment programs, and the issuers of securities included in the Funds’ investment portfolios and the industries in which they engage, or which may relate to securities or other investments which the Adviser may deem desirable for inclusion in a Fund’s investment portfolio;

(iii) determine which issuers and securities shall be included in the portfolio of each Fund;

(iv) furnish a continuous investment program for each Fund;

(v) in its discretion and without prior consultation with the Trust, buy, sell, lend and otherwise trade any stocks, bonds and other securities and investment instruments on behalf of each Fund; and

(vi) vote all proxies solicited by or with respect to the issuers of securities in which assets of each Fund may be invested in a manner that complies with the Trust’s proxy voting policies and procedures and, in the good faith judgment of the Adviser, best serves the interests of the Fund’s shareholders; maintain records of all proxies voted on behalf of the Fund; and provide information to the Trust or designated agent in a manner that is sufficiently complete and timely to ensure

the Trust’s compliance with its filing obligations under Rule 30b1-4 of the 1940 Act;

(vii) take, on behalf of each Fund, all actions the Adviser may deem necessary in order to carry into effect such investment program and the Adviser’s functions as provided above, including the making of appropriate periodic reports to the Trust’s Board of Trustees.

(b) Covenants. To the extent the Fund has adopted or adopts a “manager of managers” structure in reliance on the Manager of Managers Order, subject to the review of the Board of Trustees, the Adviser shall serve as the investment adviser. The Adviser shall carry out its investment advisory and supervisory responsibilities in a manner consistent with the investment objectives, policies, and restrictions provided in: (i) each Fund’s Prospectus and Statement of Additional Information as revised and in effect from time to time; (ii) the Trust’s Trust Instrument, Bylaws or other governing instruments, as amended from time to time; (iii) the 1940 Act; (iv) other applicable laws; and (v) such other investment policies, procedures and/or limitations as may be adopted by the Trust with respect to a Fund and provided to the Adviser in writing. The Adviser agrees to use reasonable efforts to manage each Fund so that it will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, and regulations issued thereunder (the “Code”), except as may be authorized to the contrary by the Trust’s Board of Trustees. The management of the Funds by the Adviser shall at all times be subject to the review of the Trust’s Board of Trustees.

(c) Books and Records. Pursuant to applicable law, the Adviser shall keep each Fund’s books and records required to be maintained by, or on behalf of, the Funds with respect to advisory services rendered hereunder. The Adviser agrees that all records which it maintains for a Fund are the property of the Fund and it will promptly surrender any of such records to the Fund upon the Fund’s request. The Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records of the Fund required to be preserved by such Rule.

(d) Reports, Evaluations and other Services. The Adviser shall furnish reports, evaluations, information or analyses to the Trust with respect to the Funds and in connection with the Adviser’s services hereunder as the Trust’s Board of Trustees may request from time to time or as the Adviser may otherwise deem to be desirable. The Adviser shall make recommendations to the Trust’s Board of Trustees with respect to Trust policies, and shall carry out such policies as are adopted by the Board of Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Agreement.

(e) Purchase and Sale of Securities. The Adviser shall place all orders for the purchase and sale of portfolio securities for each Fund with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser to the extent permitted by the 1940 Act and the Trust’s policies and procedures applicable to the Funds. The Adviser shall use its best efforts to seek to execute portfolio transactions at prices which, under the circumstances, result in total costs or proceeds being the most favorable to the Funds. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or

dealer, research services provided to the Adviser, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In no event shall the Adviser be under any duty to obtain the lowest commission or the best net price for any Fund on any particular transaction, nor shall the Adviser be under any duty to execute any order in a fashion either preferential to any Fund relative to other accounts managed by the Adviser or otherwise materially adverse to such other accounts.

(f) Selection of Brokers or Dealers. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser, the Funds and/or the other accounts over which the Adviser exercises investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that the total commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Adviser with respect to accounts over which it exercises investment discretion. The Adviser shall report to the Board of Trustees of the Trust regarding overall commissions paid by the Fund and their reasonableness in relation to their benefits to the Fund. Any transactions for a Fund that are effected through an affiliated broker-dealer on a national securities exchange of which such broker-dealer is a member will be effected in accordance with Section 11(a) of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, including Rule 11a2-2(T). The Fund hereby authorizes any such broker or dealer to retain commissions for effecting such transactions and to pay out of such retained commissions any compensation due to others in connection with effectuating those transactions.

(g) Aggregation of Securities Transactions. In executing portfolio transactions for a Fund, the Adviser may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities to be sold or purchased with those of other Funds or its other clients if, in the Adviser’s reasonable judgment, such aggregation (i) will result in an overall economic benefit to the Fund, taking into consideration the advantageous selling or purchase price, brokerage commission and other expenses, and trading requirements, and (ii) is not inconsistent with the policies set forth in the Trust’s registration statement and the Fund’s Prospectus and Statement of Additional Information. In such event, the Adviser will allocate the securities so purchased or sold, and the expenses incurred in the transaction, in an equitable manner, consistent with its fiduciary obligations to the Fund and such other clients.

4. Representations and Warranties .

(a) The Adviser hereby represents and warrants to the Trust as follows:

(i) The Adviser is a corporation duly organized and in good standing under the laws of the State of New York and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder.

(ii) The Adviser is registered as an investment adviser with the Commission under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and is registered or licensed as an investment adviser under the laws of all applicable

jurisdictions. The Adviser shall maintain such registrations or licenses in effect at all times during the term of this Agreement.

(iii) The Adviser at all times shall provide its best judgment and effort to the Trust in carrying out the Adviser’s obligations hereunder.

(b) The Trust hereby represents and warrants to the Adviser as follows:

(i) The Trust has been duly organized as a statutory trust under the laws of the State of Delaware and is authorized to enter into this Agreement and carry out its terms.

(ii) The Trust is registered as an investment company with the Commission under the 1940 Act and shares of each Fund are registered for offer and sale to the public under the 1933 Act and all applicable state securities laws where currently sold. Such registrations will be kept in effect during the term of this Agreement.

5. Compensation . As compensation for the services which the Adviser is to provide or cause to be provided pursuant to Paragraph 3, each Fund shall pay to the Adviser out of Fund assets an annual fee, computed and accrued daily and paid in arrears on the first business day of every month, at the rate set forth opposite such Fund’s name on Schedule A, which shall be a percentage of the average daily net assets of the Fund (computed in the manner set forth in the Fund’s most recent Prospectus and Statement of Additional Information) determined as of the close of business on each business day throughout the month. At the request of the Adviser, some or all of such fee shall be paid directly to a Sub-Adviser. The fee for any partial month under this Agreement shall be calculated on a proportionate basis. In the event that the total expenses of a Fund exceed the limits on investment company expenses imposed by any statute or any regulatory authority of any jurisdiction in which shares of such Fund are qualified for offer and sale, the Adviser will bear the amount of such excess, except: (i) the Adviser shall not be required to bear such excess to an extent greater than the compensation due to the Adviser for the period for which such expense limitation is required to be calculated unless such statute or regulatory authority shall so require; and (ii) the Adviser shall not be required to bear the expenses of a Fund to an extent which would result in the Fund’s or Trust’s inability to qualify as a regulated investment company under the provisions of Subchapter M of the Code.

6. Interested Persons . It is understood that, to the extent consistent with applicable laws, the Trustees, officers and shareholders of the Trust are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and shareholders of the Adviser are or may be or become similarly interested in the Trust.

7. Expenses . As between the Adviser and the Funds, the Funds will pay for all their expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Funds shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments, which the parties acknowledge might be higher than other brokers would charge when a Fund utilizes a broker which provides brokerage and research services to the Adviser as contemplated under Paragraph 3 above; (iii) fees and expenses of the Trust’s Trustees that are not employees of the Adviser; (iv) legal and audit expenses; (v) administrator, custodian, pricing and bookkeeping, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Funds’ shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders, unless otherwise required; (viii) all other expenses incidental to holding meetings of shareholders, including proxy solicitations therefor, unless otherwise required; (ix) expenses of typesetting for printing Prospectuses and Statements of Additional Information and

supplements thereto; (x) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; (xi) insurance premiums for fidelity bonds and other coverage to the extent approved by the Trust’s Board of Trustees; (xii) association membership dues authorized by the Trust’s Board of Trustees; and (xiii) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party (or to which the Funds’ assets are subject) and any legal obligation for which the Trust may have to provide indemnification to the Trust’s Trustees and officers.

8. Non-Exclusive Services; Limitation of Adviser’s Liability . The services of the Adviser to the Funds are not to be deemed exclusive and the Adviser may render similar services to others and engage in other activities. The Adviser and its affiliates may enter into other agreements with the Funds and the Trust for providing additional services to the Funds and the Trust which are not covered by this Agreement, and to receive additional compensation for such services. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, or a breach of fiduciary duty with respect to receipt of compensation, neither the Adviser nor any of its directors, officers, shareholders, agents, or employees shall be liable or responsible to the Trust, the Funds or to any shareholder of the Funds for any error of judgment or mistake of law or for any act or omission in the course of, or connected with, rendering services hereunder or for any loss suffered by the Trust, a Fund or any shareholder of a Fund in connection with the performance of this Agreement.

9. Effective Date; Modifications; Termination. This Agreement shall become effective as of the date first above written (or for additional Funds created after that date, on such date that the new Fund is added to the Schedule A), provided that it shall have been approved by a majority of the outstanding voting securities of each Fund, in accordance with the requirements of the 1940 Act, or such later date as may be agreed by the parties following such shareholder approval.

(a) The term of this Agreement shall continue in force for two years for each Fund from the date the Adviser first provides advisory services to such Fund or, if later, the commencement of operations of such Fund. Thereafter, this Agreement shall continue in effect as to each Fund for successive annual periods, provided such continuance is specifically approved at least annually (i) by a vote of the majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval and (ii) by a vote of the Board of Trustees of the Trust or a majority of the outstanding voting shares of the Fund.

(b) The modification of any of the non-material terms of this Agreement may be approved by a vote of a majority of those Trustees of the Trust who are not interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval.

(c) Notwithstanding the foregoing provisions of this Paragraph 9, either party hereto may terminate this Agreement at any time on sixty (60) days’ prior written notice to the other, without payment of any penalty. Such a termination by the Trust may be effected severally as to any particular Fund, and shall be effected as to any Fund by vote of the Trust’s Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund. This Agreement shall terminate automatically in the event of its assignment.

10. Limitation of Liability of Trustees and Shareholders. The Adviser acknowledges the following limitation of liability:

The terms “Compass EMP Funds Trust” and “Trustees” refer, respectively, to the trust created and the Trustees, as trustees but not individually or personally, acting from time to time under the Trust Instrument, to which reference is hereby made and a copy of which is on file at the office of the Secretary of State of the State of Delaware, such reference being inclusive of any and all amendments thereto so filed or hereafter filed. The obligations of “Compass EMP Funds Trust” entered into in the name or on behalf thereof by any of the Trustees, representatives or agents are made not individually, but in such capacities and are not binding upon any of the Trustees, shareholders or representatives of the Trust personally, but bind only the assets of the Trust, and all persons dealing with the Trust or a Fund must look solely to the assets of the Trust or Fund for the enforcement of any claims against the Trust or Fund.

11. Service Mark. The service mark of the Trust and the name “Victory” and “Compass EMP” (and derivatives thereof) have been licensed to the Trust by the Adviser, pursuant to a License Agreement, and their continued use is subject to the right of the Adviser to withdraw this permission under the License Agreement in the event the Adviser or an affiliate of the Adviser is not the investment adviser to the Trust.

12. Certain Definitions. The terms “vote of a majority of the outstanding voting securities,” “assignment,” “control,” and “interested persons,” when used herein, shall have the respective meanings specified in the 1940 Act. References in this Agreement to the 1940 Act and the Advisers Act shall be construed as references to such laws as now in effect or as hereafter amended, and shall be understood as inclusive of any applicable rules, interpretations and/or orders adopted or issued thereunder by the Commission.

13. Independent Contractor. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided herein or authorized by the Board of Trustees of the Trust from time to time, have no authority to act for or represent a Fund in any way or otherwise be deemed an agent of a Fund.

14. Structure of Agreement. The Trust is entering into this Agreement on behalf of the respective Funds severally and not jointly. The responsibilities and benefits set forth in this Agreement shall refer to each Fund severally and not jointly. No Fund shall have any responsibility for any obligation of any other Fund arising out of this Agreement. Without otherwise limiting the generality of the foregoing:

(a) any breach of any term of this Agreement regarding the Trust with respect to any one Fund shall not create a right or obligation with respect to any other Fund;

(b) under no circumstances shall the Adviser have the right to set off claims relating to a Fund by applying property of any other Fund; and

(c) the business and contractual relationships created by this Agreement, consideration for entering into this Agreement, and the consequences of such relationship and consideration relate solely to the Trust and the particular Fund to which such relationship and consideration applies.

This Agreement is intended to govern only the relationships between the Adviser, on the one hand, and the Trust and the Funds, on the other hand, and (except as specifically provided above in this Paragraph 14) is not intended to and shall not govern (i) the relationship between the Trust and any Fund or (ii) the relationships among the respective Funds.

15. Governing Law . This Agreement shall be governed by the laws of the State of Delaware, provided that nothing herein shall be construed in a manner inconsistent with the 1940 Act or the Advisers Act or any rule or regulation of the Commission thereunder.

16. Severability . If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.

17. Notices . Notices of any kind to be given to the Trust hereunder by the Adviser shall be in writing and shall be duly given if mailed or delivered to Compass EMP Funds Trust at 4900 Tiedeman Road, 4 th Floor, Brooklyn, Ohio 44144, Attention: President; with a copy to Morrison & Foerster LLP, 250 West 55th Street, New York, New York 10019, Attention: Jay Baris, or at such other address or to such individual as shall be so specified by the Trust to the Adviser. Notices of any kind to be given to the Adviser hereunder by the Trust shall be in writing and shall be duly given if mailed or delivered to the Adviser at 4900 Tiedeman Road, 4 th Floor, Brooklyn, Ohio 44144, Attention: President, with a copy to Christopher K. Dyer, or at such other address or to such individual as shall be so specified by the Adviser to the Trust. Notices shall be effective upon delivery.

IN WITNESS WHEREOF , the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized effective as of the date written above.

COMPASS EMP FUNDS TRUST On behalf of the Funds listed on Schedule A, individually and not jointly		VICTORY CAPITAL MANAGEMENT INC.

By:	/s/ Christopher K. Dyer	By:	Michael D. Policarpo
Name: Christopher K. Dyer		Name: Michael D. Policarpo
Title: President		Title: Chief Financial Officer

Exhibit 99.B.(d)(1)(b)

SCHEDULE A
to the
INVESTMENT ADVISORY AGREEMENT
between
COMPASS EMP FUNDS TRUST
and
VICTORY CAPITAL MANAGEMENT INC.

Dated May 1, 2015

Name of Fund		Fee*		Last Approved by Shareholders or Board	Must Be Approved By

1.	Compass EMP U.S. 500 Volatility Weighted Fund	0.70	%	April 17, 2015

2.	Compass EMP U.S. Small Cap 500 Volatility Weighted Fund	0.70	%	April 17, 2015

3.	Compass EMP International 500 Volatility Weighted Fund	0.80	%	April 17, 2015

4.	Compass EMP Emerging Market 500 Volatility Weighted Fund	0.85	%	April 17, 2015

5.	Compass EMP U.S. 500 Enhanced Volatility Weighted Fund	0.70	%	April 17, 2015

6.	Compass EMP International 500 Enhanced Volatility Weighted Fund	0.80	%	April 17, 2015

7.	Compass EMP REC Enhanced Volatility Weighted Fund	1.05	%	April 17, 2015

8.	Compass EMP Commodity Strategies Volatility Weighted Fund	0.80	%	April 17, 2015

9.	Compass EMP Commodity Strategies Enhanced Volatility Weighted Fund	0.80	%	April 17, 2015

10.	Compass EMP Long/Short Strategies Fund	1.15	%	April 17, 2015

11.	Compass EMP Market Neutral Income Fund	0.60	%	April 17, 2015

12.	Compass EMP Enhanced Fixed Income Fund	0.40	%	April 17, 2015

* Expressed as a percentage of average daily net assets. Note, however, that the Adviser shall have the right, but not the obligation, to voluntarily or contractually waive any portion of the advisory fee from time to time. In addition, the Adviser may from time to time undertake in writing to limit the Funds’ total expenses for a definite period of time.

13.	Compass EMP Ultra Short-Term Fixed Income Fund	0.40	%	April 17, 2015

14.	Compass EMP Multi-Asset Balanced Fund	0.00	%	April 27, 2015

15.	Compass EMP Multi-Asset Growth Fund	0.00	%	April 27, 2015

16.	Compass EMP Alternative Strategies Fund	0.00	%	April 17, 2015

17.	Compass EMP U.S. 500 Volatility Weighted Index ETF	0.30	%	April 17, 2015

18.	Compass EMP U.S. 500 Enhanced Volatility Weighted Index ETF	0.30	%	April 27, 2015

19.	Compass EMP U.S. EQ Income 100 Enhanced Volatility Weighted Index ETF	0.30	%	April 27, 2015

20.	Compass EMP U.S. Discovery 500 Enhanced Volatility Weighted Index ETF	0.30	%	April 17, 2015

21.	Compass EMP Developed 500 Enhanced Volatility Weighted Index ETF	0.40	%	April 27, 2015

	COMPASS EMP FUNDS TRUST

	By:
	Name:
	Title:

	VICTORY CAPITAL MANAGEMENT INC.

	By:
	Name:
	Title:

Exhibit 99.B.(d)(1)(c)

SCHEDULE A
to the
INVESTMENT ADVISORY AGREEMENT
between
COMPASS EMP FUNDS TRUST
and
VICTORY CAPITAL MANAGEMENT INC.

Dated May 21, 2015

MUTUAL FUNDS

Name of Fund		Fee(1)		Last Approved	Must Be Approved By

1.	Compass EMP U.S. 500 Volatility Weighted Fund	0.70	%	April 17, 2015	April 17, 2017

2.	Compass EMP U.S. Small Cap 500 Volatility Weighted Fund	0.70	%	April 17, 2015	April 17, 2017

3.	Compass EMP International 500 Volatility Weighted Fund	0.80	%	April 17, 2015	April 17, 2017

4.	Compass EMP Emerging Market 500 Volatility Weighted Fund	0.85	%	April 17, 2015	April 17, 2017

5.	Compass EMP U.S. 500 Enhanced Volatility Weighted Fund	0.70	%	April 17, 2015	April 17, 2017

6.	Compass EMP International 500 Enhanced Volatility Weighted Fund	0.80	%	April 17, 2015	April 17, 2017

7.	Compass EMP REC Enhanced Volatility Weighted Fund	1.05	%	April 17, 2015	April 17, 2017

8.	Compass EMP Commodity Strategies Volatility Weighted Fund	0.80	%	April 17, 2015	April 17, 2017

9.	Compass EMP Commodity Strategies Enhanced Volatility Weighted Fund	0.80	%	April 17, 2015	April 17, 2017

10.	Compass EMP Long/Short Strategies Fund	1.15	%	April 17, 2015	April 17, 2017

11.	Compass EMP Market Neutral Income Fund	0.60	%	April 17, 2015	April 17, 2017

12.	Compass EMP Enhanced Fixed Income Fund	0.40	%	April 17, 2015	April 17, 2017

13.	Compass EMP Ultra Short-Term Fixed Income Fund	0.40	%	April 17, 2015	April 17, 2017

14.	Compass EMP Multi-Asset Balanced Fund	0.00	%	April 17, 2015	April 17, 2017

15.	Compass EMP Multi-Asset Growth Fund	0.00	%	April 17, 2015	April 17, 2017

16.	Compass EMP Alternative Strategies Fund	0.00	%	April 17, 2015	April 17, 2017

17.	Compass EMP US High Dividend 100 Volatility Weighted Fund	0.70	%	May 21, 2015	May 21,2017

18.	Compass EMP US EQ Income 100 Enhanced Volatility Weighted Fund	0.70	%	May 21, 2015	May 21,2017

(1) Expressed as a percentage of average daily net assets. Note, however, that the Adviser shall have the right, but not the obligation, to voluntarily or contractually waive any portion of the advisory fee from time to time. In addition, the Adviser may from time to time undertake in writing to limit the Funds’ total expenses for a definite period of time.

A- 1

ETFs

Fund Name		Fee(1)		Last Approved	Must Be Approved By

1.	Compass EMP U.S. 500 Volatility Weighted Index ETF	0.30	%	April 17, 2015	April 17, 2017

2.	Compass EMP U.S. 500 Enhanced Volatility Weighted Index ETF	0.30	%	April 17, 2015	April 17, 2017

3.	Compass EMP U.S. EQ Income 100 Enhanced Volatility Weighted Index ETF	0.30	%	April 17, 2015	April 17, 2017

4.	Compass EMP U.S. Discovery 500 Enhanced Volatility Weighted Index ETF	0.40	%	April 17, 2015	April 17, 2017

5.	Compass EMP Developed 500 Enhanced Volatility Weighted Index ETF	0.40	%	April 17, 2015	April 17, 2017

6.	Compass EMP US Small Cap 500 Volatility Weighted Index ETF	0.30	%	May 21, 2015	May 21, 2017

7.	Compass EMP International 500 Volatility Weighted Index ETF	0.40	%	May 21, 2015	May 21, 2017

8.	Compass EMP Emerging Market 500 Volatility Weighted Index ETF	0.45	%	May 21, 2015	May 21, 2017

9.	Compass EMP US High Dividend 100 Volatility Weighted Index ETF	0.30	%	May 21, 2015	May 21, 2017

10.	Compass EMP US Small Cap High Dividend 100 Volatility Weighted Index ETF	0.30	%	May 21, 2015	May 21, 2017

11.	Compass EMP International High Dividend 100 Volatility Weighted Index ETF	0.40	%	May 21, 2015	May 21, 2017

12.	Compass EMP Emerging Market High Dividend 100 Volatility Weighted Index ETF	0.45	%	May 21, 2015	May 21, 2017

COMPASS EMP FUNDS TRUST

By:	/s/ Christopher Dyer
Title: President


Accepted:
VICTORY CAPITAL MANAGEMENT INC.

By:	/s/ Michael Policarpo
Title: Chief Financial Officer

A- 2

Exhibit 99.B.(d)(2)

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

AGREEMENT made as of the 1st day of May, 2015, by and between CEMPCSVWF Fund Limited (the “Company”), an exempted company with limited liability in the Cayman Islands, and Victory Capital Management Inc., a New York corporation (the “Adviser”).

WHEREAS , the Company has been incorporated as an exempted company with limited liability in the Cayman Islands to engage in business as an open-end management investment company. The Company currently has one series of participating shares, which are offered solely to the Compass EMP Commodity Strategies Volatility Weighted Fund, a series of Compass EMP Funds Trust; and

WHEREAS , the Company desires to retain the Adviser to furnish investment advisory services to the Company, and the Adviser represents that it is willing and possesses legal authority to so furnish such services;

NOW, THEREFORE , in consideration of the premises and mutual covenants herein contained, it is agreed between the parties hereto as follows:

1. Appointment.

(a) General. The Company hereby appoints the Adviser to act as investment adviser to the Company for the period and on the terms set forth in this Agreement. The Adviser accepts such appointment and agrees to furnish the services herein set forth for the compensation herein provided.

(b) Employees of Affiliates. The Adviser may, in its discretion, provide such services through its own employees or the employees of one or more affiliated companies that are qualified to act as an investment adviser to the Company under applicable laws; provided that (i) all persons, when providing services hereunder, are functioning as part of an organized group of persons, and (ii) such organized group of persons is managed at all times by authorized officers of the Adviser.

(c) Sub-Advisers. It is understood and agreed that the Adviser may from time to time employ or associate with such other entities or persons as the Adviser believes appropriate to assist in the performance of this Agreement with respect to the Company (each a “Sub-Adviser”), and that any such Sub-Adviser shall have all of the rights and powers of the Adviser set forth in this Agreement; provided that the Company shall not pay any additional compensation for any Sub-Adviser and the Adviser shall be as fully responsible to the Company for the acts and omissions of the Sub-Adviser as it is for its own acts and omissions; and provided further that the retention of any Sub-Adviser shall be approved in advance by (i) the Board of Directors of the Company and (ii) the shareholders of the Company if required under any applicable provisions of the Investment Company Act of 1940 (the “1940”) or any exemptive relief granted thereunder. The Adviser will review, monitor and report to the Company’s Board of Directors regarding the performance and investment procedures of any Sub-Adviser. In the event that the services of any Sub-Adviser are terminated, the Adviser may provide investment advisory services pursuant to this Agreement to the Company without a Sub-

Adviser or employ another Sub-Adviser without further shareholder approval. A Sub-Adviser may be an affiliate of the Adviser.

2. Delivery of Documents. The Company has delivered to the Adviser copies of each of the following documents along with all amendments thereto through the date hereof, and will promptly deliver to it all future amendments and supplements thereto, if any:

(a) the Company’s Memorandum and Articles of Association;

(b) resolutions of the Board of Directors of the Company authorizing the execution and delivery of this Agreement;

3. Investment Advisory Services .

(a) Management of the Company. The Adviser hereby undertakes to act as investment adviser to the Company. The Adviser shall regularly provide investment advice to the Company and continuously supervise the investment and reinvestment of cash, securities and other property composing the assets of the Company and, in furtherance thereof, shall:

(i) supervise all aspects of the operations of the Company;

(ii) obtain and evaluate pertinent economic, statistical and financial data, as well as other significant events and developments, which affect the economy generally, the Company’s investment programs, and the issuers of securities included in the Company’s investment portfolios and the industries in which they engage, or which may relate to securities or other investments which the Adviser may deem desirable for inclusion in the Company’s investment portfolio;

(iii) determine which issuers and securities shall be included in the portfolio of the Company;

(iv) furnish a continuous investment program for the Company;

(v) in its discretion and without prior consultation with the Company, buy, sell, lend and otherwise trade any stocks, bonds and other securities and investment instruments on behalf of the Company; and

(vi) vote all proxies solicited by or with respect to the issuers of securities in which assets of the Company may be invested in a manner that complies with the Company’s proxy voting policies and procedures and, in the good faith judgment of the Adviser, best serves the interests of the Company’s shareholder; maintain records of all proxies voted on behalf of the Company; and provide information to the Company or designated agent in a manner that is sufficiently complete and timely to ensure the Company’s compliance with any filing obligations;

(vii) take, on behalf of the Company, all actions the Adviser may deem necessary in order to carry into effect such investment program and the Adviser’s functions as

provided above, including the making of appropriate periodic reports to the Company’s Board of Directors.

(b) Covenants. The Adviser shall carry out its investment advisory and supervisory responsibilities in a manner consistent with the investment objectives, policies, and restrictions provided in: (i) the Company’s Memorandum and Articles of Association as revised and in effect from time to time; (ii) laws of the Cayman Islands; (iii) other applicable laws; and (iv) such other investment policies, procedures and/or limitations as may be adopted by the Company and provided to the Adviser in writing. The management of the Company’s assets by the Adviser shall at all times be subject to the review of the Company’s Board of Directors.

(c) Books and Records. Pursuant to applicable law, the Adviser shall keep the Company’s books and records required to be maintained by, or on behalf of, the Company with respect to advisory services rendered hereunder. The Adviser agrees that all records that it maintains for the Company are the property of the Company, and it will promptly surrender any of such records to the Company upon the Company’s request. The Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records of the Company required to be preserved by such Rule.

(d) Reports, Evaluations and other Services. The Adviser shall furnish reports, evaluations, information or analyses to the Company in connection with the Adviser’s services hereunder as the Company’s Board of Directors may request from time to time or as the Adviser may otherwise deem to be desirable. The Adviser shall make recommendations to the Company’s Board of Directors with respect to Company policies, and shall carry out such policies as are adopted by the Board of Directors. The Adviser shall, subject to review by the Board of Directors, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Agreement.

(e) Purchase and Sale of Securities. The Adviser shall place all orders for the purchase and sale of portfolio securities for the Company with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser to the extent permitted by the 1940 Act and the Company’s policies and procedures. The Adviser shall use its best efforts to seek to execute portfolio transactions at prices which, under the circumstances, result in total costs or proceeds being the most favorable to the Company. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, research services provided to the Adviser, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In no event shall the Adviser be under any duty to obtain the lowest commission or the best net price for the Company on any particular transaction, nor shall the Adviser be under any duty to execute any order in a fashion either preferential to the Company relative to other accounts managed by the Adviser or otherwise materially adverse to such other accounts.

dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Company that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that the total commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Adviser with respect to accounts over which it exercises investment discretion. The Adviser shall report to the Board of Directors of the Company regarding overall commissions paid by the Company and their reasonableness in relation to their benefits to the Company. Any transactions for the Company that are effected through an affiliated broker-dealer on a national securities exchange of which such broker-dealer is a member will be effected in accordance with Section 11(a) of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, including Rule 11a2-2(T). The Company hereby authorizes any such broker or dealer to retain commissions for effecting such transactions and to pay out of such retained commissions any compensation due to others in connection with effectuating those transactions.

(g) Aggregation of Securities Transactions. In executing portfolio transactions for the Company, the Adviser may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities to be sold or purchased with those of its other clients if, in the Adviser’s reasonable judgment, such aggregation (i) will result in an overall economic benefit to the Company, taking into consideration the advantageous selling or purchase price, brokerage commission and other expenses, and trading requirements, and (ii) is not inconsistent with the policies set forth in the Company’s Offering Memorandum. In such event, the Adviser will allocate the securities so purchased or sold, and the expenses incurred in the transaction, in an equitable manner, consistent with its fiduciary obligations to the Company and such other clients.

4. Representations and Warranties .

(a) The Adviser hereby represents and warrants to the Company as follows:

(ii) The Adviser is registered as an investment adviser with the Securities and Exchange Commission (the “Commission”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and is registered or licensed as an investment adviser under the laws of all applicable jurisdictions. The Adviser shall maintain such registrations or licenses in effect at all times during the term of this Agreement.

(iii) The Adviser at all times shall provide its best judgment and effort to the Company in carrying out the Adviser’s obligations hereunder.

(b) The Company hereby represents and warrants to the Adviser as follows:

(i) The Company has been duly organized as an exempted company with limited liability in the Cayman Islands to engage in business as an open-end management

investment company and is authorized to enter into this Agreement and carry out its terms.

5. Compensation . For all of the services to be rendered as provided in this Agreement, as of the last business day of each month, the Company will pay you no fee. In the future, the Company may agree to pay you a fee based on the average value of the daily net assets of the Company. The average value of the daily net assets of the Company shall be determined pursuant to the applicable provisions of the Memorandum and Articles of Association of the Company or a resolution of the Board of Directors, if required. If, pursuant to such provisions, the determination of net asset value of the Company is suspended for any particular business day, then for the purposes of this paragraph, the value of the net assets of the Company 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 Company’s net assets may lawfully be determined, on that day. If the determination of the net asset value of the Company 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 Company as last determined (whether during or prior to such month).

6. Interested Persons . It is understood that, to the extent consistent with applicable laws, the Directors, officers and shareholders of the Company are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and shareholders of the Adviser are or may be or become similarly interested in the Company.

7. Expenses . As between the Adviser and the Company, the Company will pay for all their expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Company shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments, which the parties acknowledge might be higher than other brokers would charge when the Company utilizes a broker which provides brokerage and research services to the Adviser as contemplated under Paragraph 3 above; (iii) fees and expenses of the Company’s Directors that are not employees of the Adviser; (iv) legal and audit expenses; (v) administrator, custodian, pricing and bookkeeping, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Company’s shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders, unless otherwise required; (viii) all other expenses incidental to holding meetings of shareholders, including proxy solicitations therefor, unless otherwise required; (ix) expenses of typesetting for printing Offering Memorandums; (x) expenses of printing and mailing Offering Memorandums sent to existing shareholders; (xi) insurance premiums for fidelity bonds and other coverage to the extent approved by the Company’s Board of Directors; (xii) association membership dues authorized by the Company’s Board of Directors; and (xiii) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Company is a party (or to which the Company’s assets are subject) and any legal obligation for which the Company may have to provide indemnification to the Company’s Directors and officers.

8. Non-Exclusive Services; Limitation of Adviser’s Liability . The services of the Adviser to the Company are not to be deemed exclusive and the Adviser may render similar services to others and engage in other activities. The Adviser and its affiliates may enter into other agreements with the Company for providing additional services to the Company that are not covered by this Agreement, and to receive additional compensation for such services. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, or a breach of fiduciary duty with respect to receipt of compensation, neither the Adviser nor any of its directors, officers, shareholders, agents, or employees shall be liable or responsible to the Company or to

any shareholder of the Company for any error of judgment or mistake of law or for any act or omission in the course of, or connected with, rendering services hereunder or for any loss suffered by the Company or any shareholder of the Company in connection with the performance of this Agreement.

9. Effective Date; Modifications; Termination. This Agreement shall become effective as of the date first above written, provided that it shall have been approved by a majority of the outstanding voting securities of the Company or such later date as may be agreed by the parties following such shareholder approval.

(a) The term of this Agreement shall continue in force for two years from the date the Adviser first provides advisory services to the Company. Thereafter, this Agreement shall continue in effect for successive annual periods, provided such continuance is specifically approved at least annually (i) by a vote of the majority of the Directors of the Company who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval and (ii) by a vote of the Board of Directors of the Company or a majority of the outstanding voting shares of the Company.

(b) The modification of any of the non-material terms of this Agreement may be approved by a vote of a majority of those Directors of the Company who are not interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval.

(c) Notwithstanding the foregoing provisions of this Paragraph 9, either party hereto may terminate this Agreement at any time on sixty (60) days’ prior written notice to the other, without payment of any penalty. Such a termination by the Company shall be effected by vote of the Company’s Board of Directors or by vote of a majority of the outstanding voting securities of the Company. This Agreement shall terminate automatically in the event of its assignment.

10. Limitation of Liability of Directors and Shareholders. The Adviser acknowledges the following limitation of liability:

The terms “CEMPCSVWF Fund Limited” and “Directors” refer, respectively, to the company created and the Directors, as directors, but not individually or personally, acting from time to time under the Memorandum and Articles of Association, such reference being inclusive of any and all amendments thereto so filed or hereafter filed. The obligations of “CEMPCSVWF Fund Limited” entered into in the name or on behalf thereof by any of the Directors, representatives or agents are made not individually, but in such capacities and are not binding upon any of the Directors, shareholders or representatives of the Company personally, but bind only the assets of the Company, and all persons dealing with the Company or the Company must look solely to the assets of the Company for the enforcement of any claims against the Company.

11. Service Mark. The service mark of the Company and the name “Victory”, “Compass EMP”, and “CEMPCSVWF” (and derivatives thereof) have been licensed to the Company by the Adviser, pursuant to a License Agreement, and their continued use is subject to the right of the Adviser to withdraw this permission under the License Agreement in the event the Adviser or an affiliate of the Adviser is not the investment adviser to the Company.

specified in the 1940 Act. References in this Agreement to the 1940 Act and the Advisers Act shall be construed as references to such laws as now in effect or as hereafter amended, and shall be understood as inclusive of any applicable rules, interpretations and/or orders adopted or issued thereunder by the Commission.

13. Independent Contractor. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided herein or authorized by the Board of Directors of the Company from time to time, have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.

14. Governing Law . This Agreement shall be governed by the laws of the State of Delaware, provided that nothing herein shall be construed in a manner inconsistent with the 1940 Act or the Advisers Act or any rule or regulation of the Commission thereunder.

15. Severability . If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.

16. Notices . Notices of any kind to be given to the Company hereunder by the Adviser shall be in writing and shall be duly given if mailed or delivered to Company at 4900 Tiedeman Road, 4 th Floor, Brooklyn, Ohio 44144, Attention: President; with a copy to Morrison & Foerster LLP, 250 West 55 th Street, New York, New York 10019, or at such other address or to such individual as shall be so specified by the Company to the Adviser. Notices of any kind to be given to the Adviser hereunder by the Company shall be in writing and shall be duly given if mailed or delivered to the Adviser at 4900 Tiedeman Road, 4 th Floor, Brooklyn, Ohio 44144, Attention: President, with a copy to Christopher K. Dyer, or at such other address or to such individual as shall be so specified by the Adviser to the Company. Notices shall be effective upon delivery.

IN WITNESS WHEREOF , the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date written above.

CEMPCSVWF FUND LIMITED			VICTORY CAPITAL MANAGEMENT INC.
By:	/s/ Leigh A. Wilson		By:	/s/ Michael D. Policarpo
Name:		Leigh A. Wilson	Name:		Michael D. Policarpo
Title:		Director	Title:		Chief Financial Officer

Exhibit 99.B.(d)(3)

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

AGREEMENT made as of the 1st day of May, 2015, by and between CEMPCLSSF Fund Limited (the “Company”), an exempted company with limited liability in the Cayman Islands, and Victory Capital Management Inc., a New York corporation (the “Adviser”).

WHEREAS , the Company has been incorporated as an exempted company with limited liability in the Cayman Islands to engage in business as an open-end management investment company. The Company currently has one series of participating shares, which are offered solely to the Compass EMP Commodity Strategies Enhanced Volatility Weighted Fund, a series of Compass EMP Funds Trust; and

NOW, THEREFORE , in consideration of the premises and mutual covenants herein contained, it is agreed between the parties hereto as follows:

1. Appointment.

(b) Employees of Affiliates. The Adviser may, in its discretion, provide such services through its own employees or the employees of one or more affiliated companies that are qualified to act as an investment adviser to the Company under applicable laws; provided that (i) all persons, when providing services hereunder, are functioning as part of an organized group of persons, and (ii) such organized group of persons is managed at all times by authorized officers of the Adviser.

(c) Sub-Advisers. It is understood and agreed that the Adviser may from time to time employ or associate with such other entities or persons as the Adviser believes appropriate to assist in the performance of this Agreement with respect to the Company (each a “Sub-Adviser”), and that any such Sub-Adviser shall have all of the rights and powers of the Adviser set forth in this Agreement; provided that the Company shall not pay any additional compensation for any Sub-Adviser and the Adviser shall be as fully responsible to the Company for the acts and omissions of the Sub-Adviser as it is for its own acts and omissions; and provided further that the retention of any Sub-Adviser shall be approved in advance by (i) the Board of Directors of the Company and (ii) the shareholders of the Company if required under any applicable provisions of the Investment Company Act of 1940 (the “1940”) or any exemptive relief granted thereunder. The Adviser will review, monitor and report to the Company’s Board of Directors regarding the performance and investment procedures of any Sub-Adviser. In the event that the services of any Sub-Adviser are terminated, the Adviser may provide investment advisory services pursuant to this Agreement to the Company without a Sub-

Adviser or employ another Sub-Adviser without further shareholder approval. A Sub-Adviser may be an affiliate of the Adviser.

(a) the Company’s Memorandum and Articles of Association;

(b) resolutions of the Board of Directors of the Company authorizing the execution and delivery of this Agreement;

3. Investment Advisory Services .

(i) supervise all aspects of the operations of the Company;

(iii) determine which issuers and securities shall be included in the portfolio of the Company;

(iv) furnish a continuous investment program for the Company;

(vii) take, on behalf of the Company, all actions the Adviser may deem necessary in order to carry into effect such investment program and the Adviser’s functions as

provided above, including the making of appropriate periodic reports to the Company’s Board of Directors.

4. Representations and Warranties .

(a) The Adviser hereby represents and warrants to the Company as follows:

(iii) The Adviser at all times shall provide its best judgment and effort to the Company in carrying out the Adviser’s obligations hereunder.

(b) The Company hereby represents and warrants to the Adviser as follows:

(i) The Company has been duly organized as an exempted company with limited liability in the Cayman Islands to engage in business as an open-end management

investment company and is authorized to enter into this Agreement and carry out its terms.

(c) Notwithstanding the foregoing provisions of this Paragraph 9, either party hereto may terminate this Agreement at any time on sixty (60) days’ prior written notice to the other, without payment of any penalty. Such a termination by the Company shall be effected by vote of the Company’s Board of Directors or by vote of a majority of the outstanding voting securities of the Company. This Agreement shall terminate automatically in the event of its assignment.

10. Limitation of Liability of Directors and Shareholders. The Adviser acknowledges the following limitation of liability:

The terms “CEMPCLSSF Fund Limited” and “Directors” refer, respectively, to the company created and the Directors, as directors, but not individually or personally, acting from time to time under the Memorandum and Articles of Association, such reference being inclusive of any and all amendments thereto so filed or hereafter filed. The obligations of “CEMPCLSSF Fund Limited” entered into in the name or on behalf thereof by any of the Directors, representatives or agents are made not individually, but in such capacities and are not binding upon any of the Directors, shareholders or representatives of the Company personally, but bind only the assets of the Company, and all persons dealing with the Company or the Company must look solely to the assets of the Company for the enforcement of any claims against the Company.

11. Service Mark. The service mark of the Company and the name “Victory”, “Compass EMP”, and “CEMPCLSSF” (and derivatives thereof) have been licensed to the Company by the Adviser, pursuant to a License Agreement, and their continued use is subject to the right of the Adviser to withdraw this permission under the License Agreement in the event the Adviser or an affiliate of the Adviser is not the investment adviser to the Company.

13. Independent Contractor. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided herein or authorized by the Board of Directors of the Company from time to time, have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.

IN WITNESS WHEREOF , the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date written above.

CEMPCLSSF FUND LIMITED			VICTORY CAPITAL MANAGEMENT INC.
By:	/s/ Leigh A. Wilson		By:	/s/ Michael D. Policarpo
Name:		Leigh A. Wilson	Name:		Michael D. Policarpo
Title:		Director	Title:		Chief Financial Officer

Exhibit 99.B.(h)(5)

EXPENSE LIMITATION AGREEMENT

COMPASS EMP FUNDS TRUST

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

WHEREAS, the Trust is an open-end management investment company of a series type registered with the Securities and Exchange Commission (the “Commission”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and each Fund is a series of the Trust; and

WHEREAS, the Trust and the Investment Adviser have entered into an investment advisory agreement on behalf of the Funds (the “Advisory Agreement”), pursuant to which the Investment Adviser provides investment advisory services to the Funds for compensation based on the value of the average daily net assets of each Fund; and

WHEREAS, the Trust and the Investment Adviser have determined that it is appropriate and in the best interests of each Fund and its shareholders to maintain each Fund’s aggregate expenses below a level which may normally be incurred by the Fund;

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. Expense Limitation.

1.1. Applicable Expense Limitation. To the extent that the aggregate expenses incurred by a Fund in any fiscal year, including but not limited to investment advisory fees of the Investment Adviser (but excluding interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with generally accepted accounting principles, and other extraordinary expenses not incurred in the ordinary course of such Fund’s business), exceed the Operating Expense Limit, as defined in Section 1.2 below, such excess amount shall be the liability of the Investment Adviser.

1.2. Operating Expense Limit. The maximum Operating Expense Limit in any year with respect to each Fund shall be the amount specified in Schedule A based on a percentage of the average daily net assets of the relevant class of shares of each Fund. Advisory fee waivers must be uniform across all share classes of a given Fund.

1.3. Operating Expense Limit Modification. From time to time, the Operating Expense Limits specified in Schedule A may be modified as specified in Schedule B.

2. Term and Termination of Agreement.

This Agreement shall become effective on the date stated above only if approved by the Board of Trustees of the Trust and by a majority of the Trustees who (i) are not “interested

persons” of the Trust or any other party to this Agreement, as defined in the 1940 Act, and (ii) have no direct or indirect financial interest in the operation of this Agreement. This Agreement shall remain in effect with respect to each Fund for the period shown on Schedule A. The Investment Adviser may extend the duration of any Operating Expense Limit for any Fund by delivering a revised Agreement to the Trust reflecting such extension. This Agreement shall terminate with the respect to any Fund upon termination of the Advisory Agreement on behalf of that Fund.

3. Recovery of Excess Expenses.

3.1 Repayment. To the extent that the Investment Adviser has waived all or part of its fees and/or reimbursed any of a Fund’s expenses to satisfy its liability for amounts in excess of that Fund’s Operating Expense Limit, the Investment Adviser may, if the Advisory Agreement is still in effect on behalf of that Fund, seek from that Fund repayment of such amounts for up to three years after the fiscal year in which the Investment Adviser waived any such fees and/or reimbursed any such expenses. Subject to the above described requirement that the Advisory Agreement be in effect and the three year time limitation, the right of the Investment Adviser to repayment from a Fund under this Section 3.1 shall survive the termination of this Agreement with respect to that Fund.

3.2 Limitations on Repayments. A Fund will make no repayment if during the year in which the Investment Adviser seeks such repayments, the fund’s operating expenses exceed either (a) the Operating Expense Limit in effect at the time of the original fee waiver or expense reimbursement, or (b) the Operating Expense Limit in effect at the time the Investment Adviser seeks such repayment. Any amounts repaid pursuant to Section 3.1 of this Agreement shall not include any additional charges, fees or interest.

3.3 Board Reports. Any amounts repaid pursuant to Section 3.1 of this Agreement will be reported to the Trust’s Board of Trustees at its first regular meeting following the quarter in which the repayment occurred.

4. Miscellaneous.

4.1. Captions. The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

4.2. Interpretation. Nothing herein contained shall be deemed to require the Trust or the Funds to take any action contrary to the Trust’s Declaration of Trust or Bylaws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Trust’s Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust or the Funds.

4.3. Definitions. Any questions of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from the terms and provisions of the Advisory Agreement or the 1940 Act, shall have the same meaning as and be resolved by reference to such Advisory Agreement or the 1940 Act.

4.4. Prior Agreements. This Agreement supersedes all prior agreements and understandings between the parties relating to the subject matter of this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly authorized and their respective corporate seals to be hereunto affixed, as of the day and year first above written.

	COMPASS EMP FUNDS TRUST, on behalf of each Fund listed on Schedule A, individually and not jointly

	By:	/s/ Christopher K. Dyer
	Name:	Christopher K. Dyer
	Title:	President


	VICTORY CAPITAL MANAGEMENT INC.

	By:	/s/ Michael Policarpo
	Name:	Michael Policarpo
	Title:	Chief Financial Officer

SCHEDULE A

TO THE EXPENSE LIMITATION AGREEMENT DATED MAY 1, 2015

BETWEEN

COMPASS EMP FUNDS TRUST AND VICTORY CAPITAL MANAGEMENT INC.

OPERATING EXPENSE LIMITS AS OF MAY 1 2015

Fund/Class	Maximum Operating Expense Limit		Date of Termination	Effective Date of Waiver
Compass EMP U.S. 500 Volatility Weighted Fund
Class A	1.20	%	April 30, 2017	May 1, 2015
Class T	1.45	%	April 30, 2017	May 1, 2015
Class C	1.95	%	April 30, 2017	May 1, 2015
Class I	0.95	%	April 30, 2017	May 1, 2015
Compass EMP U.S. Small Cap 500 Volatility Weighted Fund
Class A	1.25	%	April 30, 2017	May 1, 2015
Class T	1.50	%	April 30, 2017	May 1, 2015
Class C	2.00	%	April 30, 2017	May 1, 2015
Class I	1.00	%	April 30, 2017	May 1, 2015
Compass EMP International 500 Volatility Weighted Fund
Class A	1.41	%	April 30, 2017	May 1, 2015
Class T	1.66	%	April 30, 2017	May 1, 2015
Class C	2.16	%	April 30, 2017	May 1, 2015
Class I	1.16	%	April 30, 2017	May 1, 2015
Compass EMP Emerging Market 500 Volatility Weighted Fund
Class A	1.51	%	April 30, 2017	May 1, 2015
Class T	1.76	%	April 30, 2017	May 1, 2015
Class C	2.26	%	April 30, 2017	May 1, 2015
Class I	1.26	%	April 30, 2017	May 1, 2015
Compass EMP U.S. 500 Enhanced Volatility Weighted Fund
Class A	1.60	%	April 30, 2017	May 1, 2015
Class T	1.85	%	April 30, 2017	May 1, 2015
Class C	2.35	%	April 30, 2017	May 1, 2015
Class I	1.35	%	April 30, 2017	May 1, 2015

A- 1

Fund/Class	Maximum Operating Expense Limit		Date of Termination	Effective Date of Waiver
Compass EMP International 500 Enhanced Volatility Weighted Fund
Class A	1.66	%	April 30, 2017	May 1, 2015
Class T	1.91	%	April 30, 2017	May 1, 2015
Class C	2.41	%	April 30, 2017	May 1, 2015
Class I	1.41	%	April 30, 2017	May 1, 2015
Compass EMP REC Enhanced Volatility Weighted Fund
Class A	1.46	%	April 30, 2017	May 1, 2015
Class T	1.71	%	April 30, 2017	May 1, 2015
Class C	2.21	%	April 30, 2017	May 1, 2015
Class I	1.21	%	April 30, 2017	May 1, 2015
Compass EMP Commodity Strategies Volatility Weighted Fund
Class A	1.43	%	April 30, 2017	May 1, 2015
Class T	1.68	%	April 30, 2017	May 1, 2015
Class C	2.18	%	April 30, 2017	May 1, 2015
Class I	1.18	%	April 30, 2017	May 1, 2015
Compass EMP Commodity Strategies Enhanced Volatility Weighted Fund
Class A	1.66	%	April 30, 2017	May 1, 2015
Class T	1.91	%	April 30, 2017	May 1, 2015
Class C	2.41	%	April 30, 2017	May 1, 2015
Class I	1.41	%	April 30, 2017	May 1, 2015
Compass EMP Long/Short Strategies Fund
Class A	1.66	%	April 30, 2017	May 1, 2015
Class T	1.91	%	April 30, 2017	May 1, 2015
Class C	2.41	%	April 30, 2017	May 1, 2015
Class I	1.41	%	April 30, 2017	May 1, 2015
Compass EMP Market Neutral Income Fund
Class A	1.25	%	April 30, 2017	May 1, 2015
Class T	1.50	%	April 30, 2017	May 1, 2015
Class C	2.00	%	April 30, 2017	May 1, 2015
Class I	1.00	%	April 30, 2017	May 1, 2015
Compass EMP Enhanced Fixed Income Fund
Class A	0.88	%	April 30, 2017	May 1, 2015
Class T	1.13	%	April 30, 2017	May 1, 2015
Class C	1.63	%	April 30, 2017	May 1, 2015
Class I	0.63	%	April 30, 2017	May 1, 2015

A- 2

Fund/Class	Maximum Operating Expense Limit		Date of Termination	Effective Date of Waiver
Compass EMP Ultra Short-Term Fixed Income Fund
Class A	0.71	%	April 30, 2017	May 1, 2015
Class I	0.46	%	April 30, 2017	May 1, 2015
Compass EMP Multi-Asset Balanced Fund
Class A	1.51	%	April 30, 2017	May 1, 2015
Class T	1.76	%	April 30, 2017	May 1, 2015
Class C	2.26	%	April 30, 2017	May 1, 2015
Compass EMP Multi-Asset Growth Fund
Class A	1.73	%	April 30, 2017	May 1, 2015
Class T	1.98	%	April 30, 2017	May 1, 2015
Class C	2.48	%	April 30, 2017	May 1, 2015
Compass EMP Alternative Strategies Fund
Class A	1.80	%	April 30, 2017	May 1, 2015
Class T	2.05	%	April 30, 2017	May 1, 2015
Class C	2.55	%	April 30, 2017	May 1, 2015
Compass EMP U.S. 500 Volatility Weighted Index ETF	0.58	%	April 30, 2017	May 1, 2015
Compass EMP U.S. Discovery 500 Enhanced Volatility Weighted Index ETF	0.68	%	April 30, 2017	May 1, 2015
Compass EMP U.S. 500 Enhanced Volatility Weighted Index ETF	0.68	%	April 30, 2017	May 1, 2015
Compass EMP Developed 500 Enhanced Volatility Weighted Index ETF	0.78	%	April 30, 2017	May 1, 2015
Compass EMP U.S. EQ Income 100 Enhanced Volatility Weighted Index ETF	0.68	%	April 30, 2017	May 1, 2015

A- 3

SCHEDULE B

TO THE EXPENSE LIMITATION AGREEMENT DATED MAY 1, 2015

BETWEEN

COMPASS EMP FUNDS TRUST AND VICTORY CAPITAL MANAGEMENT INC.

OPERATING EXPENSE LIMITS AS OF MAY 1, 2015

Fund/Class	Maximum Operating Expense Limit		Date of Termination	Effective Date of Waiver
Compass EMP U.S. 500 Volatility Weighted Fund
Class A	0.99	%	April 30, 2016	May 1, 2015
Class T	1.24	%	April 30, 2016	May 1, 2015
Class C	1.74	%	April 30, 2016	May 1, 2015
Class I	0.74	%	April 30, 2016	May 1, 2015
Compass EMP U.S. Small Cap 500 Volatility Weighted Fund
Class A	0.99	%	April 30, 2016	May 1, 2015
Class T	1.24	%	April 30, 2016	May 1, 2015
Class C	1.74	%	April 30, 2016	May 1, 2015
Class I	0.74	%	April 30, 2016	May 1, 2015
Compass EMP International 500 Volatility Weighted Fund
Class A	1.10	%	April 30, 2016	May 1, 2015
Class T	1.35	%	April 30, 2016	May 1, 2015
Class C	1.85	%	April 30, 2016	May 1, 2015
Class I	0.85	%	April 30, 2016	May 1, 2015
Compass EMP Emerging Market 500 Volatility Weighted Fund
Class A	1.15	%	April 30, 2016	May 1, 2015
Class T	1.40	%	April 30, 2016	May 1, 2015
Class C	1.90	%	April 30, 2016	May 1, 2015
Class I	0.90	%	April 30, 2016	May 1, 2015
Compass EMP U.S. 500 Enhanced Volatility Weighted Fund
Class A	0.99	%	April 30, 2016	May 1, 2015
Class T	1.24	%	April 30, 2016	May 1, 2015
Class C	1.74	%	April 30, 2016	May 1, 2015
Class I	0.74	%	April 30, 2016	May 1, 2015

B- 1

Fund/Class	Maximum Operating Expense Limit		Date of Termination	Effective Date of Waiver
Compass EMP International 500 Enhanced Volatility Weighted Fund
Class A	1.10	%	April 30, 2016	May 1, 2015
Class T	1.35	%	April 30, 2016	May 1, 2015
Class C	1.85	%	April 30, 2016	May 1, 2015
Class I	0.85	%	April 30, 2016	May 1, 2015
Compass EMP Commodity Strategies Volatility Weighted Fund
Class A	1.10	%	April 30, 2016	May 1, 2015
Class T	1.35	%	April 30, 2016	May 1, 2015
Class C	1.85	%	April 30, 2016	May 1, 2015
Class I	0.85	%	April 30, 2016	May 1, 2015
Compass EMP Commodity Strategies Enhanced Volatility Weighted Fund
Class A	1.10	%	April 30, 2016	May 1, 2015
Class T	1.35	%	April 30, 2016	May 1, 2015
Class C	1.85	%	April 30, 2016	May 1, 2015
Class I	0.85	%	April 30, 2016	May 1, 2015
Compass EMP Long/Short Strategies Fund
Class A	1.45	%	April 30, 2016	May 1, 2015
Class T	1.70	%	April 30, 2016	May 1, 2015
Class C	2.20	%	April 30, 2016	May 1, 2015
Class I	1.20	%	April 30, 2016	May 1, 2015
Compass EMP Market Neutral Income Fund
Class A	0.90	%	April 30, 2016	May 1, 2015
Class T	1.15	%	April 30, 2016	May 1, 2015
Class C	1.65	%	April 30, 2016	May 1, 2015
Class I	0.65	%	April 30, 2016	May 1, 2015
Compass EMP Enhanced Fixed Income Fund
Class A	0.71	%	April 30, 2016	May 1, 2015
Class T	0.96	%	April 30, 2016	May 1, 2015
Class C	1.46	%	April 30, 2016	May 1, 2015
Class I	0.46	%	April 30, 2016	May 1, 2015
Compass EMP U.S. 500 Volatility Weighted Index ETF	0.35	%	April 30, 2016	May 1, 2015
Compass EMP U.S. Discovery 500 Enhanced Volatility Weighted Index ETF	0.35	%	April 30, 2016	May 1, 2015
Compass EMP U.S. 500 Enhanced Volatility Weighted Index ETF	0.35	%	April 30, 2016	May 1, 2015
Compass EMP Developed 500 Enhanced Volatility Weighted Index ETF	0.45	%	April 30, 2016	May 1, 2015

B- 2

Fund/Class		Maximum Operating Expense Limit		Date of Termination		Effective Date of Waiver
Compass EMP U.S. EQ Income 100 Enhanced Volatility Weighted Index ETF		0.35	%	April 30, 2016		May 1, 2015

B- 3

Exhibit 99.B.(p)(2)

Victory Capital Management Inc.

Code of Ethics

Effective May 1, 2015

Last updated: April 30, 2015

Table of Contents

		PAGE

I. INTRODUCTION		3

II. DEFINITIONS		4

III. CULTURE OF COMPLIANCE		6

IV. POLICY STATEMENT ON INSIDER TRADING		7

A.	Introduction	7
B.	Scope of the Policy Statement	7
C.	Policy Statement	7
D.	What is Material Information?	7
E.	What is Non-Public Information?	8
F.	Identifying Inside Information	8
G.	Contact with Public Companies	8
H.	Tender Offers	8
I.	Protecting Sensitive Information	9

V. CONFLICTS OF INTEREST		9

A.	Gifts and Entertainment	9
B.	Political Contributions	10
C.	Other Outside Activity	11
D.	Other Prohibitions on Conduct	12

VI. STANDARDS OF BUSINESS CONDUCT		12

VII. PERSONAL TRADING, CODE OF ETHICS REPORTING AND CERTIFICATIONS		13

A.	Employee Investment Accounts	13
B.	Employee Investment Account Reporting	13
C.	Personal Trading Requirements and Restrictions	14
D.	Representation and Warranties	16
E.	Review of Employee Communications	16
F.	Certification of Compliance	17
G.	Review Procedures	17
H.	Recordkeeping	17
I.	Sanctions	17
J.	Whistleblower Provisions	18

VIII. CONFIDENTIALITY		18

IX. REPORTING TO THE VICTORY FUND BOARD		18

X. VIOLATION GUIDELINES		19

APPENDIX 1 - AFFILIATED FUNDS		20

APPENDIX 2 - APPROVED BROKER LIST		21

APPENDIX 3 - INVESTMENT ACCOUNT DISCLOSURE		22

APPENDIX 4 - REPORTABLE SECURITIES		23

APPENDIX 5 - ETFS ELIGIBLE FOR DE MINIMIS TRANSACTION EXEMPTION		24

I. Introduction

Victory Capital Management Inc. (“Victory Capital”), a Registered Investment Adviser, has designed its Code of Ethics (“Code”) to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (“Advisers Act”) and Rule 17j-1(b) under the Investment Company Act of 1940, as amended (“Investment Company Act”).

Victory Capital employees and representatives of Victory Capital have a responsibility to aspire to the highest ethical principles. Moreover, each employee is required to comply with all applicable Federal and State securities regulations. The Code describes additional obligations under applicable regulations and sets forth certain standards that have been adopted by Victory Capital to ensure its employees fulfill such duties and obligations. The provisions of the Code are not all-inclusive. Rather, they are intended as a minimum baseline for employees in their conduct. In those situations where an employee may be uncertain as to the intent or purpose of the Code, he/she is advised to consult Victory Capital’s Chief Compliance Officer (“CCO”), or a member of the Compliance team.

Victory Capital Advisers, Inc. (“VCA”), a Victory Capital affiliate, is a registered broker-dealer and principal underwriter of the Victory Funds and has adopted this Code in compliance with Rule 17j-1(b) under the Investment Company Act.

Victory Capital recognizes the importance to its employees of being able to manage and develop their own and their dependents’ financial resources through long-term investments and strategies. However, because of the potential conflicts of interest inherent in our business and our industry, Victory Capital has implemented certain standards and limitations designed to minimize these conflicts and help ensure employees focus on meeting their duties as a fiduciary to our clients.

Victory Capital’s reputation is of paramount importance; therefore, Victory Capital will not tolerate blemishes as a result of careless personal trading or other conduct prohibited by the Code. Consequently, material violation(s) of the Code will be subject to harsh sanctions. Repetitive issues related to violations of the Code may result in limitations on personal securities trading or other disciplinary actions taken by Victory Capital, up to and including termination of employment.

II. Definitions

“Access Personnel” or “Access Person” - all employees of Victory Capital or anyone deemed an Access Person by the Chief Compliance Officer (“CCO”), unless otherwise determined by the CCO to be exempt from this definition based on their ability to access proprietary information.

“ Automatic or Periodic Investment Plan ” — A program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan (“DRIP”).

“Beneficial Interest” - persons or entities that have the right to receive benefits, directly or indirectly, on assets held by another party. This applies to:

· The employee.

· Any member of the employee’s immediate family sharing the same household.

· Any partnership as to which the employee is a general partner.

· Any account for which (a) the employee is the trustee and such employee or any member of his or her immediate family is a beneficiary, (b) the employee is a beneficiary and controls or shares control of the trust’s investments, or (c) the employee is a settler, has the power to revoke the trust without the consent of another person and shares investment control over the trust’s investments.

“Blackout Period” - a security that is traded in a client account is restricted from employee trading for seven (7) calendar days before and three (3) calendar days after the client trade is executed.

“Business Entertainment” - includes any social event, hospitality event, charitable event, sporting event, entertainment event, meal, leisure activity or event of like nature or purpose, and any transportation and/or lodging accompanying or related to such activity or event, including any entertainment activity offered in connection with an educational event or business conference (for example, passes to a golf course or ski tickets that are part of a package for a conference), irrespective of whether any business is conducted during, or is attendant to, such activity.

“De Minimis Trades ” — A stock trade under $100,000 in a security of an issuer that is a member of the S&P 500 Index or an exempt ETF listed under Appendix 5 (or, as determined by the CCO, a security with an equivalent market capitalization and liquidity to a S&P 500 security). De minimis trades must still be pre-cleared by Compliance but will be approved if held a minimum of 60 days (if selling) and count towards the Maximum Allowable Trades during the quarter (Blackout Period does not apply).

“Exempt Securities” - a security or security type that is placed on Victory Capital’s approved security list. These securities do not need to be pre-cleared.

“ Immediate Family ” — for purposes of determining Beneficial Interest, includes all family members sharing the same household, including but not limited to, your spouse, domestic partner, parents, grandparents, children, grandchildren, siblings, step-siblings, step-children, step-parents, in-laws. Immediate Family includes adoptive relationships and any other relationships (whether or not recognized by law) which the CCO determines could lead to possible conflicts of interest, diversions of corporate opportunity or appearance of impropriety which the Code is intended to prevent.

“ Index Access Person” - Investment teams or others employees with access to rebalance trade information for index based products. This group is restricted from trading during the rebalancing month.

“ Initial Public Offering” (“IPO”) — means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before such registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

“Managed Accounts” — investment advisory or brokerage accounts over which the broker has full discretion and the Access Person cannot dictate specific investments.

“ Material Non-Public Information” or “MNPI ” - refers to information that is both material and non-public information that might have an effect on the market for a security. Employees who possess MNPI that could affect the value of an investment must not act or cause others to act on the information.

“Material Violation” - Any violation of this Code or other misconduct deemed material by the CCO with the concurrence of the Compliance Committee and/or the Victory Capital Board of Directors.

“ Maximum Allowable Trades ” — The maximum number of allowable trades in a quarter is twenty (20). Each trade that requires pre-clearance during the quarter counts towards the 20 trade limit. A trade in the same security in multiple accounts on the same day counts as one trade towards the maximum allowed trades in a quarter.

“MyComplianceOffice (MCO)” - Victory Capital uses a web based compliance system to help employees manage their compliance requirements. This system is used to track and approve employee personal transactions, store policies, and facilitate employee certifications and other compliance objectives.

“Personal Account” - investment account in which an employee retains investment discretion. For the purposes of this definition, Personal Account does not include Proprietary Account.

“ Personal Trading ” — employee transactions in Personal Accounts that generally require pre-approval.

“Proprietary Account” — Fund or Product in which Victory Capital and/or its employees collectively have a beneficial interest that makes up 25% or more of the Fund or Product. See Appendix 1 for a list of Proprietary Accounts.

“Portfolio Management Team” - all members of a portfolio management team including all research analysts and market traders as defined by Compliance.

“Reportable Fund” — any registered Investment Company for which Victory Capital is an investment adviser or a sub-adviser, or any registered investment company whose investment adviser or principal underwriter controls Victory Capital, is controlled by Victory Capital, or is under common control with Victory Capital. (See Appendix 1)

“Reportable Security” - any security other than the following excluded securities: (i) direct obligations of the Government of the United States; (ii) bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments, including repurchase agreements; (iii) shares issued by money market funds; and (iv) investments in qualified tuition programs (“529 Plans”), none of which are reportable.

“Short-Term Holding Period” - All employees must hold all Reportable Securities for a period of not less than sixty (60) days from date of acquisition. Securities transactions by employees must be for investment purposes rather than for speculation. Consequently, employees may not profit from the purchase and sale, or sale and purchase, of the same securities if it violates the holding period restriction. Excess profits made or losses avoided resulting from a violation of the holding period restriction are subject to disgorgement.

“ Short-Selling” - A short sale is the sale of a security that isn’t owned by the seller. Employees may not take a short position in a security. However, mutual funds or ETFs that correspond to the inverse performance of a broad based index are not considered to be short sales. For example, buying (long) the ProShares Short S&P500 (ETF) is permitted. Employees may also trade in funds which track a volatility index. Investments that correspond to the inverse performance of highly concentrated funds will be prohibited if they contradict that Portfolio Management Team’s client recommendations. See “Contra-Trading Rule” under Personal Trading Requirements and Restrictions.

“ Significant Transaction ” — A purchase or sale of a Victory Fund by a member of the Fund’s Portfolio Management Team, that exceeds the lesser of $1 million or 1% of the Fund’s outstanding shares. See Appendix 1 for a list of Affiliated Funds.

III. Culture of Compliance

The primary objective of Victory Capital’s business is to provide value through investment advisory, sub-advisory and other financial services, to a wide range of clients, including governments, corporations, financial institutions, high net worth individuals and pension funds.

Victory Capital requires that all dealings on behalf of existing and prospective clients be handled with honesty, integrity and high ethical standards, and that such dealings adhere to the letter and the spirit of applicable laws, regulations and contractual guidelines. As a general matter, Victory Capital is a fiduciary that owes its clients a duty of undivided loyalty, and each employee has a responsibility to act in a manner consistent with this duty. Further, all employees must actively work to avoid the possibility that the advice or services we provide to clients is, or gives the appearance of being, based on the self-interests of Victory Capital or its employees and not in the clients’ best interests. Under SEC Rule 204A-1, the Code requires prompt reporting of any violations of the Code to the CCO.

When dealing with or on behalf of a client, every employee must act solely in the best interests of that client. In addition, various comprehensive statutory and regulatory structures such as the Investment Advisers Act of 1940, as amended (“Advisers Act”), the Investment Company Act and the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), all impose specific responsibilities governing the behavior of personnel in carrying out their responsibilities to clients. Victory Capital and its employees must comply fully with these rules and regulations. The Legal, Compliance and Risk Department personnel are available to assist employees in meeting these requirements.

Since no set of rules can anticipate every possible situation, it is essential that Victory Capital employees and representatives obtain guidance from the CCO or Chief Legal Officer (“CLO”) when unsure how to follow these rules in letter and in spirit. It is the responsibility of all employees and representatives to fully understand and comply with the Code and the policies of Victory Capital or seek guidance from the CCO. Technical compliance with the Code and its procedures will not necessarily validate an employee’s actions as appropriate. Any activity that compromises Victory Capital’s integrity, even if it does not expressly violate a rule, may result in scrutiny or further action from the CCO. In some instances, the CCO holds discretionary authority to apply exceptions under the Code based on sufficient cause. In the CCO’s absence, the CLO may act in his or her place.

Our fiduciary responsibilities apply to a broad range of investment and related activities, including sales and marketing, portfolio management, securities trading, allocation of investment opportunities, client service, operations support, performance measurement and reporting, new product development as well as one’s personal investing activities. These obligations include the duty to avoid material conflicts of interest (and, if this is not possible, to provide full and fair disclosure to clients in communications), to keep accurate books and records, and to supervise personnel appropriately. These concepts are further described in the sections that follow.

IV. Policy Statement on Insider Trading

A. Introduction

Victory Capital seeks to foster a culture of compliance and a reputation for integrity and professionalism. Our reputation is a vital business asset. The confidence and trust placed in us by our clients is something we should value and endeavor to protect. To further that goal, this Policy Statement implements procedures to deter the misuse of material, non-public information in securities transactions.

Trading securities while in possession of material, non-public information or improperly communicating that information to others may expose you to stringent penalties. Criminal sanctions may include fines of up to $5,000,000 and / or twenty years imprisonment. The civil penalty for a violator may be an amount up to three times the profit gained or loss avoided as a result of the insider trading violation, and a permanent bar from working in the securities industry. Finally, you may be sued by investors seeking to recover damages for insider trading violations.

Regardless of whether a regulatory inquiry occurs, Victory Capital views seriously any violation of this Policy Statement. Such violations constitute grounds for disciplinary sanctions, up to and including dismissal.

B. Scope of the Policy Statement

This Policy Statement is drafted broadly; it will be applied and interpreted in a similar manner. It applies to securities trading and information handling by Access Persons for any client or personal accounts in which they have Beneficial Interests.

You should direct any questions relating to this Policy Statement to the CCO, or his or her designee within the Legal, Compliance and Risk Department. You also must notify Compliance immediately if you have any reason to believe that a violation of this Policy Statement has occurred or is about to occur.

C. Policy Statement

No person to whom this Policy Statement applies, may trade, either personally or on behalf of others, while in possession of material, non-public information; no personnel of Victory Capital may communicate material, non-public information to others in violation of the law.

D. What is Material Information?

Information is “material” when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decision. Generally, this information, when disclosed, will have a substantial effect on the price of a company’s securities. You should direct any questions about whether information is material to a member of the Legal, Compliance and Risk Department.

Material information often relates to a company’s financial results and operations including, for example, dividend changes, earning results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments. Questions concerning conflicts of interest, restricted securities or other matters of law should also be referred to the Legal, Compliance and Risk Department.

Material information also may relate to the market for a company’s securities. Information about a significant order to purchase or sell securities may often be material. Similarly, prepublication information regarding reports in the financial press also may be deemed material.

E. What is Non-Public Information?

Information is “public” when it has been disseminated broadly to investors in the marketplace. Tangible evidence of such dissemination is the best indication that the information is public. For example, information is public after it has become available to the general public through a public filing with the Securities Exchange Commission (“SEC”), the Dow Jones “Newswire”, the Wall Street Journal, etc. and after sufficient time has passed so that the information has been disseminated widely.

F. Identifying Inside Information

Before executing any trade for yourself or others, including client accounts, you must determine whether you have access to material, non-public information. If you think that you might have access to material, non-public information, you should take the following steps:

1. Report the information and proposed trade immediately to the CCO or a member of the Legal, Compliance and Risk Department.

2. Do not purchase or sell the securities on behalf of yourself or others, including in client accounts, unless you have received written clearance to do so from the CCO or a member of the Legal, Compliance and Risk Department.

3. Do not communicate the information inside or outside of Victory Capital, other than to the Legal, Compliance and Risk Department, and your supervisor if necessary.

After Compliance reviews the issue, Victory Capital will determine whether the information is material and non-public and, if so, what action Victory Capital should take. You should consult with the CCO or a member of Compliance before taking any action. This degree of caution will protect you, your clients and Victory Capital.

G. Contact with Public Companies

Victory Capital’s contacts with public companies represent an important part of our research efforts. Victory Capital may make investment decisions on the basis of the firm’s conclusions formed through such contacts and analysis of publicly available information. Difficult legal issues arise, however, when, in the course of these contacts, an employee becomes aware of material non-public information. This could happen, for example, if a company’s Chief Financial Officer were to prematurely disclose quarterly results to an analyst, or an investor relations representative selectively discloses adverse news to a handful of investors. In such situations, Victory Capital must make a judgment as to whether such information may be deemed Material Non-Public Information (“MNPI”). To protect yourself, your clients and Victory Capital, you should contact a member of the Legal, Compliance and Risk Department immediately if you believe that you may have received any MNPI.

H. Tender Offers

Tender offers represent a particular concern in the law of insider trading for two reasons. First, tender offer activity often produces extraordinary gyrations in the price of the target company’s securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule which expressly forbids trading and “tipping” while in possession of MNPI regarding the receipt of a tender offer, the tender offeror, the target company or anyone acting on behalf of either of these parties. Employees should exercise particular caution any time they become aware of non-public information relating to a tender offer.

I. Protecting Sensitive Information

Employees are responsible for safeguarding all confidential information relating to investment research, fund and client holdings, including analyst research reports, investment meeting discussions/notes, and current fund/client transaction information, regardless whether such information is deemed MNPI. Other types of information (for example, marketing plans, employment issues and shareholder identities) may also be confidential and should not be shared with individuals outside the company, unless approved by the CCO or a member of the Management Committee.

V. Conflicts of Interest

A “conflict of interest” exists when a person’s private interests may be contrary to the interests of Victory Capital’s clients or to the interests of Victory Capital shareholders. A conflict can arise when a Victory Capital employee takes actions or has interests (business, financial or otherwise) that may make it difficult to perform his or her work objectively and effectively.

Conflicts of interest may arise, for example, when a Victory Capital employee, or a member of his or her family, receives improper personal benefits (including personal loans, services, or payment for services) as a result of his or her position at Victory Capital, or gains personal enrichment or benefits through access to confidential information. Conflicts may also arise when a Victory Capital employee, or a member of his or her family, holds a significant financial interest in a company that does a significant amount of business with Victory Capital or has outside business interests that may result in divided loyalties or compromised independent judgment. Moreover, conflicts may arise when making securities investments for Proprietary or Personal Accounts or when determining how to allocate trading opportunities.

Conflicts of interest can arise in many common situations, despite one’s best efforts to avoid them. This Code does not attempt to identify all possible conflicts of interest. Literal compliance with each of the specific procedures will not shield you from liability for Personal Trading or other conduct that violates your fiduciary duties to our clients. Victory Capital employees are encouraged to seek clarification of, and discuss questions about, potential conflicts of interest. If you have questions about a particular situation or become aware of a conflict or potential conflict, you should bring it to the attention of your supervisor, the CCO or a representative of the Legal, Compliance and Risk Department.

The following areas represent many common types of conflicts of interests and the procedures to be followed; however, the list is not intended to be an all-inclusive list. A summary has been provided for each case but you should refer to related Policies and Procedures for more details. For questions around these potential conflicts, please contact a member of the Legal, Compliance and Risk Department.

A. Gifts and Entertainment

a. Gifts

The giving or receiving of gifts or other items of value to or from persons doing business or seeking to do business with Victory Capital could call into question the independence of its judgment as a fiduciary of its Clients. Accordingly, it is the policy of Victory Capital to permit such conduct only in accordance with the limitations stated herein.

Victory Capital ’s policies on gifts and entertainment are derived from industry practices. Employees should be aware that there are various laws and regulations that prohibit firms and their employees from giving anything of value to employees of various financial institutions in connection with attempts to obtain any business transaction with the institution, which is viewed as a form of bribery. If there is any question about the appropriateness of any particular gift, an employee should consult a member of the Legal, Compliance and Risk Department. Under no circumstances may a gift to Victory Capital or any employee be received as any form of compensation for services provided by Victory Capital or an employee.

Gifts of nominal value may be accepted from present or prospective customers, suppliers or vendors with whom a Victory Capital employee maintains an actual or potential business relationship. Victory Capital employees are required to disclose all gifts in excess of $50 via MCO. In general, the gift may not exceed, in the aggregate, $100 in value, from any one individual/entity in any calendar year unless approval is obtained from the employee’s direct supervisor and the Legal, Compliance and Risk Department.

Gifts of nominal value (up to $100 per person per year) may be provided to present or prospective customers, suppliers or vendors with whom a Victory Capital employee maintains an actual or potential business relationship, if it is reasonable and customary for the occasion. No lavish gifts may be provided.

Additional policies concerning gifts may be applicable depending on the type of customer, in particular ERISA, Foreign, Union and Government Official considerations.

Please refer to Victory Capital ’s Gifts and Entertainment Policy for more information.

b. Entertainment

Receiving Business Entertainment that facilitates the discussion of business and fosters good business relationships is allowed as long as the entertainment event, in excess of $50 per occurrence, is disclosed via MCO. Disclosure will be required promptly after each occurrence and will be based on a per employee dollar amount. If the customer, supplier, or vendor ( e.g., broker-dealer) is not present, the entertainment is considered a gift.

Additional policies concerning entertainment may be applicable depending on the type of client, in particular ERISA, Union or Government Officials.

Please refer to Victory Capital ’s Gifts and Entertainment Policy for more information.

B. Political Contributions

SEC regulations limit political contributions to certain Covered Government Officials by employees of investment advisory firms and certain affiliated companies. “Covered Government Official,” for purposes of the Political Contributions Policy, is defined as: 1) a state or local official, 2) a candidate for state or local office, or 3) a federal candidate currently holding state or local office.

The SEC’s “Pay-to-Play” Rule 206(4)-5 prohibits advisers from receiving any compensation for providing investment advice to a government entity within two years after a contribution has been made by the adviser or one of its covered associates. The Rule’s two-year time out is triggered by a political contribution to an “official” of a government entity. The date of the contribution starts the time out. A governmental “official” includes an incumbent, candidate, or successful candidate for elective office of a state or local government entity, if the office is directly or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser, or has authority to appoint any person who is directly or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser, by a state or a political subdivision of a state.

The Rule permits individuals to make aggregate contributions, without triggering the two-year time out, of up to $350, per election, to an elected official or candidate for whom the individual is entitled to vote, and up to $150, per election, to an elected official or candidate for whom the individual is not entitled to vote. Many U.S. cities, states and other government entities have also adopted regulations restricting political contributions by associates of investment management firms seeking to provide services to a governmental entity. While contributions to candidates in federal elections would generally not raise any issues, contributions to state and local officials may not be approved depending on the circumstances. Victory Capital employees may participate in the political process and may make personal political

contributions, as long as the contributions are pre-approved by the Legal, Compliance and Risk Department via MCO.

Political contributions which require pre-approval include, but are not limited to, the following:

· Covered Government Officials

· Federal candidate campaigns and affiliated committees

· Political Action Committees (PACs) and Super PACs

· Non-profit organizations that may engage in political activities, such as 501(c)(4) and 501(c)(6) organizations

Note: Contributions to U.S. national political parties do not require pre-clearance.

Contributions include:

· Monetary contributions, gifts or loans

· “In kind” contributions (for example, donations of goods or services or underwriting or hosting fundraisers

· Contributions to help pay a debt incurred in connection with an election (including transition or inaugural expenses, purchasing tickets to inaugural events)

· Contributions to joint fund-raising committees

· Contributions made by a Political Action Committee (PAC) controlled by an Access Person

Please refer to Victory Capital ’s Political Contributions Policy for more information.

C. Other Outside Activity

a. Holding Political Office/Appointments

A Victory Capital employee must avoid a political appointment which may conflict with the performance of the employee’s duties for Victory Capital. Prior written approval must be obtained from the CCO before holding political office and the activity must be reported annually to the Legal, Compliance and Risk Department. Also, an employee must remove himself/herself from discussions and decisions regarding Victory Capital, its products and services, when Victory Capital may be a competitor for business related to their appointment.

b. Service as a Director

No employee of Victory Capital may serve on the board of directors of any publicly traded company or investment company (ex. mutual fund board) absent prior approval of the CCO and the Chief Executive Officer (CEO) based upon a determination that such board service would be consistent with the interests of any investment company advised by Victory Capital and its shareholders. An employee’s or immediate family member’s service on a for-profit private company’s board of directors must also be pre-approved by the employee’s direct manager and the CCO or CLO, and reported on the employee’s annual Code certification.

c. Outside Employment

Employees may pursue other interests on their own time as long as the activity doesn’t reflect negatively on Victory Capital and does not interfere or conflict in any way. It is however expected that full time employees with the company consider their position to be their primary employment. All outside business activities must be reported to and approved by the CCO.

d. Bequests

A bequest is the act of leaving or giving something of value in a will. The acceptance of a bequest from a client, vendor or business partner may raise questions about the propriety of that relationship. You must report any potential or actual bequest in excess of $100 made to you by a client, vendor, or business partner under a will or trust agreement to the Legal, Compliance and Risk Department. Such bequests shall be subject to the approval of the employee’s manager and CCO.

D. Other Prohibitions on Conduct

In addition to the specific prohibitions detailed elsewhere in the Code, Victory Capital employees are subject to a general requirement not to engage or participate in any act or practice that would defraud Victory Capital clients. This general prohibition includes, among other things:

· Making any untrue statement of a material fact or employing any device, scheme or artifice to defraud a client.

· Omitting to state (or failing to provide any information necessary to properly clarify any statements made, in light of the circumstances) a material fact, thereby creating a materially misleading impression.

· Misuse of client confidential information.

· Making investment decisions, changes in research ratings and trading decisions other than exclusively for the benefit of, and in the best interest of, our clients.

· Using information about investment or trading decisions or changes in research ratings (whether considered, proposed or made) to benefit or avoid economic injury to you or anyone other than our clients.

· Taking, delaying or omitting to take any action with respect to any research recommendation, report or rating or any investment or trading decision for a client in order to avoid economic injury to you or anyone other than our clients.

· Purchasing or selling a security on the basis of knowledge of a possible trade by or for a client with the intent of personally profiting from personal holdings in the same or related securities (“front-running” or “scalping”).

· Revealing to any other person (except in the normal course of your duties on behalf of a client) any information regarding securities transactions by any client or the consideration by any client of any such securities transactions.

· Engaging in any act, practice or course of business that operates or would operate as a fraud or deceit on a client or engaging in any manipulative practice with respect to any client.

VI. Standards of Business Conduct

· Every employee has a duty to place the interests of any Victory Capital client account first and not take advantage of his or her positions at the expense of Victory Capital or its clients.

· Victory Capital employees must not mislead or defraud any Victory Capital clients by any statement, act or manipulative practice.

· All personal securities transactions must be conducted in a manner to avoid any actual, potential or appearance of a conflict of interest, or any abuse of employee’s position of trust and responsibility with Victory Capital.

· Victory Capital employees may not induce or cause a client to take action, or not to take action, for personal benefit.

· Victory Capital employees may not share portfolio holdings information except as permitted under Victory Capital’s Disclosures of Portfolio Securities Policy.

· Every Access Person must notify the CCO or CLO, as soon as reasonably practical, if he or she is arrested, arraigned, indicted or pleads no contest or guilty to any criminal offense (other than minor traffic violations) or if named as a defendant in any investment-related civil proceeding or any administrative or disciplinary action.

VII. Personal Trading, Code of Ethics Reporting and Certifications

A. Employee Investment Accounts

All transactions in securities that must be pre-cleared are pre-cleared with the understanding that Personal Trading is a privilege, granted by Victory Capital, that may be withdrawn at any time. The CCO has complete discretion over the allowance of any and all Personal Trading activity with no obligation to explain the denial or restriction of Personal Trading. Employees that violate Personal Trading restrictions may be required to disgorge any gains generated or losses avoided by Personal Trading. Access Personnel must maintain adequate records of all Personal Trading transactions and be prepared to disclose those transactions to the Legal, Compliance and Risk Department.

MCO supports electronic feeds from select Approved Brokers (see Appendix 2 - Approved Broker List). Managed and Personal Accounts held outside of the Approved Broker list need to be transferred within ninety (90) days of first employment. Under special circumstances, Compliance will approve certain “grandfathered” accounts outside of the Approved Broker List but the employee will incur a $90/year paper processing fee for each such account. This pass-through expense is charged by MCO for processing paper statements and is subject to change. The Legal, Compliance and Risk Department must receive duplicate confirmations or electronic feeds for each transaction directly from the broker, including those accounts not on the Approved Broker list.

In general, there are two types of investment accounts that feed into MCO:

a. Managed Accounts

Access Personnel may open and maintain brokerage accounts on the Approved Broker List (see Appendix 2) where the broker has full discretion (“Managed Account”). There are no Blackout Periods, Short-Term Holding Periods or other security type limitations for investments held in Managed Accounts. The following requirements must be met to have a Managed Account:

· Managed Accounts must be submitted through MCO and approved by the Legal, Compliance and Risk Department prior to trading.

· Brokers carrying the account must provide duplicate confirmations or an electronic data feed of each transaction in the account to Compliance.

· Access Persons must not exercise any control or influence over the transactions.

Failure to adhere to these requirements could lead to disciplinary actions and penalties up to and including termination.

b. Personal Investment Accounts

Access Personnel may open and maintain personal investment accounts with brokers on the Approved Broker List (see Appendix 2) in which they retain investment discretion (“Personal Account”).

Access Personnel acknowledge and agree that Victory Capital may request and obtain information regarding Personal Trading activity and accounts from broker dealers. Victory Capital may use personal information, including name, address and social security numbers, to identify and verify employee accounts. Duplicate confirmations and electronic data feeds from these broker dealers that include such information may be provided directly to a compliance vendor selected by Victory Capital to monitor compliance with this Code.

B. Employee Investment Account Reporting

a. Investment Account Disclosure

Access Personnel may open and maintain investment accounts subject to the disclosure and pre-clearance requirements outlined in Appendix 3 — Investment Account Disclosure.

b. Initial Holdings Report/Annual Holdings Report

An Initial Holdings Report must be submitted within ten (10) calendar days of becoming an Access Person. No Personal Trading will be authorized before the Legal, Compliance and Risk Department has received a completed Initial Holdings Report along with a new hire packet unless CCO approval has been expressly granted. In addition, an Annual Holdings Report must be submitted on an annual basis. The Legal, Compliance and Risk Department will review and record the date of all reports received.

These reports must include the following information:

· The date when the individual became an Access Person (Initial Holdings Report only).

· The name of each Personal Account in which any securities are held (or, if no current securities, could be held) in the Beneficial Interest of the Access Person. The broker-dealer or financial institution holding these accounts must be indicated.

· Each Reportable Security or Reportable Fund in which the Access Person has a beneficial interest must be reported if held in any account, including title, number of shares, and principal amount. Holdings information must be current as of forty five (45) calendar days before the report is submitted.

c. Quarterly Securities Transaction Report (STR)

At the end of each quarter, all employees are required to verify their investment account transactions through MCO.

· Every Access Person must submit a Securities Transaction Report (STR) no later than thirty (30) days following the end of each calendar quarter (whether or not trades were made).

· The STR must describe each non-exempt transaction effected during the preceding quarter in any Reportable Security or Reportable Fund. Each transaction must include the following information: date, number of shares, principal amount of securities involved, nature of the transaction, price effected by, and the name of the broker dealer or financial institution which affected the transaction.

· The STR must describe any account established in the preceding quarter, and include the following information: account name, account number, name and address of the broker dealer or financial institution at which the account is established, and the date of establishment.

· Certain transactions are exempt from the quarterly reporting requirement. Please refer to Appendix 4 - Reportable Securities under “Pre-clearance Not Required for Personal Trading”.

C. Personal Trading Requirements and Restrictions

a. Permissible Transactions

Access Persons wishing to trade securities in Personal Accounts are limited to the types of securities that are allowed under this Code. In addition, employees not make no more than 20 Personal Trades per quarter — see “Maximum Allowable Trades”. Please refer to Appendix 4 - Reportable Securities, which lists securities that require PTR pre-clearance and those that are prohibited for purposes of Personal Trading.

b. PTR Pre-Clearance Requirements for Personal Trading

Most Personal Trading transactions require pre-approval by Compliance through MCO. Employees should complete a Personal Trading Request (“PTR”) through MCO for review by the Legal, Risk and Compliance Department. PTRs are only valid for the date in which Compliance approves the trade. They must be submitted before 3:30 PM ET and can be denied for any reason the CCO deems appropriate and without explanation to the employee. Certain transactions that require additional research may take longer to obtain pre-approval.

c. Short-Selling Securities is Prohibited

Employees may not short sell a security. See the definition of Short-Selling in Definitions for more details.

d. Blackout Period

No Access Person shall purchase or sell, directly or indirectly, any security in which they have a Beneficial Interest within seven (7) calendar days before or three (3) calendar days after a Victory Capital client has a “buy” or “sell” order in that same security. See definitions for certain exceptions that apply to “Exempt Securities” or “De Minimis” transactions. In certain circumstances, employee trades that were originally approved by the Legal, Risk and Compliance Department may need to be broken due to subsequent client trading activity during the blackout period.

Program trades (e.g. client cash flows or subscriptions and redemptions) placed by a Portfolio Management team in the three calendar days after an Access Person makes a Personal Trade will not cause the Access Person’s trade to be in violation of the blackout period. Trades in the opposite direction from an investment team will not cause the Access Person’s trade to be in violation of the blackout period. If a “Limit Order” is placed by a Portfolio Management Team before the seven day blackout period but that trade is executed within the blackout period, the trade will be considered passive and not block the employee trade unless there is a consistent pattern of activity, at which time the transactions may be subject to review. The Legal, Risk and Compliance Department may at any time, and for any reason, deny a trade, and is not obligated to explain the reason to the employee.

Victory Capital employees deemed an “Index Access Person” by the CCO generally includes investment teams or others employees with access to rebalance trade information for index based products. This group is restricted from trading during the rebalancing month and the De Minimis Trade exemption does not apply. Generally, this one (1) month periods occurs in March and September during the rebalancing of the Compass EMP Index (CEMP Index). During this period, no Index Access Person may purchase or sell any security, including ETFs, other than unaffiliated open-end mutual funds.

e. Mandatory Short-Term Holding Period

All Reportable Securities purchased by an Access Person in a Personal Account must be held for at least sixty (60) calendar days. Each purchase of the same security has its own 60 day holding period.

f. Maximum Allowable Trades

The maximum number of personal trades an Access Person can make in a Personal Account during each calendar quarter is twenty (20). Every employee trade that requires pre-clearance counts towards the 20 trade limit. A trade in the same security in multiple accounts on the same day counts as one trade.

g. De Minimis Trades

A stock trade under $100,000 in a security of an issuer that is a member of the S&P 500 Index or an exempt ETF listed under Appendix 5 (or, as determined by the CCO, a security with an equivalent market capitalization and liquidity to a S&P 500 security). De minimis trades must still be pre-cleared by Compliance but will be approved if held a minimum of 60 days (if selling) and count towards the Maximum Allowable Trades during the quarter (Blackout Period does not apply).

h. Contra-Trading Rule

No Portfolio Management Team member may sell (or buy) a security or a related derivative security ( e.g. option) in a Personal Account if that security is held (or short) in any client account which he or she manages for Victory Capital unless he or she receives prior written approval from

either the CCO or his or her designee. It is the responsibility of the employee to notify the CCO that they intend to personally trade contrary to a client account.

i. IPO Rule

No Access Person may directly or indirectly acquire a Beneficial Interest in any securities offered in an Initial Public Offering (“IPO”) in a Personal Account, except with the prior approval of the CCO or his or her designee.

j. Limited Offerings (Private Placements)

No Access Person may acquire a Beneficial Interest in a private placement without the prior approval of the CCO or his or her designee. Private placements, such as purchases of hedge funds or other private investment funds, are reportable through the pre-clearance process. Subsequent capital contributions and full/partial redemptions must be pre-cleared through MCO. This requirement applies to investment in any Victory Capital managed private placements (LLCs) but does not include transactions of Victory Capital Holdings (“VCH”) securities.

k. Significant Victory Fund Transactions

Pre-clearance is required for any Significant Transaction in a Victory Capital Affiliated Fund (see Appendix 1).

l. Market Timing Mutual Fund Transactions

Access Personnel shall not participate in any activity that may be construed as market timing of mutual funds. Specifically, no employee shall engage in excessive trading or market timing activities with respect to any Affiliated Funds (see Appendix 1). Victory Funds policy is that no shareholders may complete more than three (3) trades in any 90-day period. For a first violation, a warning is issued; for the second violation, the person is permanently restricted from additional purchases. The foregoing restrictions shall not apply to an employee investing in mutual funds through automatic reinvestment programs, and any other non-volitional investment program.

D. Representation and Warranties

Each time an Access Person submits a PTR, that Access Person shall be deemed to be making the following representations and warranties:

1. He/she does not possess any material non-public information regarding the issuer of the security;

2. To his/her knowledge, there are no pending trades in the security for a client;

3. To his/her knowledge, the security is not being considered for purchase or sale for any client;

4. If he/she is a member of a Portfolio Management Team or a person that advises a Portfolio Management Team, none of the accounts managed by his/her investment team has purchased or sold this security within the past seven (7) calendar days, and none expect to in the next seven (7) calendar days; and

5. He/she has read the most recent version of the Code of Ethics and believes that the proposed trade fully complies with the requirements of the Code.

E . Review of Employee Communications

All employee written correspondence related to Victory Capital ’s business, and in particular client correspondence, is subject to review by the Legal, Compliance and Risk Department. Victory Capital is required to maintain original records of employee correspondence (ex. email archive) communicated on approved devices. In addition, Victory Capital is required to monitor employee communications and

compliance with Victory Capital ’s conflicts of interest and insider trading policies and procedures. Consequently, it is Victory Capital’s policy to review and/or archive employee communications, including emails and other forms of electronic communication for compliance purposes.

Employees are not permitted to use electronic communications, other than those approved by Victory Capital to communicate with clients or other third parties. Employees may only use Victory Capital’s e-mail system, instant messaging system (Lync), Bloomberg and other explicitly approved methods for business-related communications. Employees are permitted to communicate on Victory Capital’s e-mail system connected through personal mobile devices such as smartphones. Employees are prohibited from sending communications regarding Victory Capital business via any personal, non-Victory Capital email account, instant messaging, text or other method that is not captured in our archiving system.

Victory Capital has adopted an electronic communication archiving system. All electronic communications are subject to review and storage by the Legal, Compliance and Risk Department, regardless of its nature as personal or work related. Employees are advised that they should have no expectation of privacy regarding personal communications that are sent or received on company provided or connected electronic devises or communication platforms such as instant messages or emails.

F. Certification of Compliance

Each Access Person is required to certify annually that he or she is subject to this Code and has:

1. Read and understands this Code;

2. Complied with the requirements of this Code;

3. Disclosed or reported all personal securities transactions as required within this Code; and

4. Read and understands Victory Capital’s policies.

G. Review Procedures

The Legal, Risk and Compliance Department will maintain review procedures consistent with this Code.

H. Recordkeeping

All Code of Ethics records will be maintained pursuant to the provisions of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act.

Please refer to Victory Capital’s Books and Records Policy for more information.

I. Sanctions

Each employee is responsible for conducting his or her activities, including Personal Trading, in accordance with the parameters set forth within this Code. If an employee violates these parameters, certain sanctions will be enforced. The chart in Section X — “Violation Guidelines” demonstrates the types of violations and the possible resulting sanctions. This chart is not intended to be all-inclusive. The CCO and Victory Capital’s Compliance Committee may make exceptions to these provisions at their discretion.

Sanctions imposed will correlate to the severity of the violation and may take into consideration such factors as the frequency and severity of any prior violations, among other things. The CCO may recommend escalation to the Victory Capital Board of Directors and Compliance Committee. When necessary, the Victory Capital Board of Directors will obtain input from the Compliance Committee and the CCO when determining the materiality of a violation.

The CCO holds discretionary authority and, in addition to other sanctions, may revoke Personal Trading privileges for any length of time. Additionally, the CCO or Compliance Committee may impose a monetary penalty for any violation(s). The CCO will report all violations and sanctions to the Compliance Committee. The CCO reserves the right to lift Personal Trading sanctions in response to market conditions.

J . Whistleblower Provisions

If an Access Person believes that there has been a violation of any of the rules of this Code, the employee must promptly notify the CCO or CLO. As an alternative, employees may also report anonymously to the Victory Capital Ethics telephone hotline at 800-584-9055 . Access Personnel are protected from retaliation for reporting violations to this Code. Retaliation or the threat of retaliation against an Access Person for reporting a violation constitutes a further violation of this Code and may lead to immediate suspension and further sanctions.

Victory Capital is also responsible for communicating the Victory Funds whistleblower procedures to our employees. The Victory Funds have implemented procedures for receiving anonymous reports of suspected or actual violation of Fund policies and questionable accounting, internal accounting controls, or auditing matters. Call 866-844-3863 to initiate a Victory Funds report.

VIII. Confidentiality

All information obtained from any employee shall be kept in strict confidence, except when requested by the SEC or any other regulatory or self-regulatory organization, and may otherwise be disclosed to the extent required by law or regulation. Additionally, certain information may be provided to a broker-dealer or vendor, such as employee name, social security number and home address, in order to ascertain Personal Trading activity that is required to be disclosed by an Access Person.

IX. Reporting to The Victory Funds Board

At least annually, Victory Capital will provide the Victory Funds Board of Directors with the following information:

· Material violations under this Code and any sanctions imposed as a response to the material violation(s).

· Certification that Victory Capital has adopted procedures necessary to prevent Access Persons from violating this Code.

X. Violation Guidelines

Code Violation Description		Action(s)
1. Minor Violation(s) · Employee provides incorrect or incomplete account or trade information. · Employee engages in a pattern of unusual and/or excessive trading. · Employee traded without pre-clearance approval when normally Compliance would have approved the trade if approval had been sought. · Employee did not submit a complete or timely initial or annual holdings report or a securities transactions report. · Employee did not provide Compliance a duplicate confirmation after Compliance notified the employee of the missing duplicate confirmation.		· Legal, Compliance and Risk Department may question employee and document response. · Legal, Compliance and Risk Department will send a warning letter citing the offense. · CCO and The Compliance Committee are notified of those cited with warnings. · 1 st Violation employee receives a warning letter.

2. Technical Violation(s) · Employee traded without pre-clearance approval or supplied incorrect information when normally Compliance would not have approved the trade if approval had been sought. · Employee fails to report the existence of an account. · Repeat pattern of any violation(s).		· Legal, Compliance and Risk Department may question employee and document response. · Legal, Compliance and Risk Department will send a letter citing the offense. · The Compliance Committee is notified of those cited with warnings. · Human Resources may document violation in employee files. · Employee may be required to break the trade and disgorge profits. Employee may be barred temporarily from personal trading privileges. · 2 nd Violation employee receives a warning letter, and $100 fine.

3. Repeat Technical Violation(s) · Any technical violation of the Victory Capital Code of Ethics repeated by the employee at least two (2) times during the last twelve (12) months.		· CCO meets with Manager and Employee to discuss violation-written attestation. · Human Resources may document violation in employee files. · Employee may be required to break the trade and disgorge profits. · 3 rd Violation employee receives a warning letter, and $300 fine and lost privileges. Any profits in violation of trade policy are to be paid to Adviser, who will then donate to charity.
4. Material Violation/ Fraudulent Violation(s) · Any violation deemed material by the CCO with the concurrence of the Compliance Committee and/or the Victory Capital Board of Directors.		· Compliance Committee will review violations and recommend disciplinary sanctions and penalties up to and including termination of employment. · Material violations trigger reporting to the Board of Directors and clients where applicable. · Possible criminal sanctions imposed by regulators. · $10,000 fine can be imposed by the Victory Capital Board of Directors (Charitable donation- no tax benefit may be realized). · Disgorgement of profits.

Reconsideration

If an Access Person wishes to dispute a violation notice, he or she may submit a written explanation of the circumstances of the violation to the CCO. The CCO and the CLO will review all explanations.

Appendix 1 - Affiliated Funds

Victory Capital is a multi-boutique asset manager comprised of multiple investment teams, referred to as investment franchises. Victory Capital’s investment franchises are: Compass EMP, Diversified Equity Management, Expedition Investment Partners, INCORE Capital Management, Integrity Asset Management, Munder Capital Management, NewBridge Asset Management, Sycamore Capital, and Trivalent Investments.

The following is a list of Victory Capital Affiliated Funds, as of May 1, 2015, that are subject to Personal Trading reporting and restrictions. This list is subject to change. For a current list of Affiliated Funds, please visit www.vcm.com.

1. Investment Companies Advised by Victory (“Victory Funds”), including Franchise names:

Compass EMP Funds, managed by:

· Compass EMP

The Victory Institutional Funds, managed by:

· Diversified Equity Management

The Victory Portfolios, managed by:

· Diversified Equity Management

· Expedition Investment Partners

· INCORE Capital Management

· Integrity Asset Management

· Munder Capital Management

· NewBridge Asset Management

· Sycamore Capital

· Trivalent Investments

· Other Sub-advised Funds:

· Munder Index 500 Fund (World Asset Management)

· National Municipal Bond Fund (KPB Investment Advisors LLC)

· Ohio Municipal Bond Fund (KPB Investment Advisors LLC)

The Victory Variable Insurance Funds, managed by:

· Diversified Equity Management

Victory Capital Collective Investment Trust (GTC), managed by :

· Diversified Equity Management

· Expedition Investment Partners

· NewBridge Asset Management

· Sycamore Capital

Victory Capital International Collective Investment Trust (GTC), managed by :

· Trivalent Investments

2. Investment Companies Sub-advised by Victory Capital :

· (Columbia/Riversource) Variable Portfolio Victory Established Value Fund

· SEI Institutional Investments Trust — Small/Mid Cap Equity Fund

· SEI Institutional Managed Trust — Small Cap Fund

· SEI Global Master Fund plc (Irish UCITS Fund) — The SEI U.S. Small Companies Fund

· USAA Emerging Markets Fund

· Vantagepoint Growth Fund

· Voya Multi-Manager International Small Cap Fund

· Wilshire Large Company Growth Portfolio

3. Proprietary Accounts of Victory Capital :

· Compass EMP Commodity Strategies Enhanced

· Compass EMP Commodity Strategies Fund

· Compass EMP Int’l 500 Vol Weighted

· Compass EMP Long/Short Strategies Fund

· Compass EMP Market Neutral Income Fund

· Compass EMP REC Enhanced

· Compass EMP US Lg Cap 500 Vol Weighted

· Victory Munder Small Cap Growth Fund

· Munder Small-Cap/Mid-Cap Blend

· Victory Select Fund

· Victory Trivalent Emerging Markets Small Cap Fund

4. Private Placements Advised by Victory Capital :

· Currently no LLCs

Appendix 2 - Approved Broker List

	Employee’s 401(k) Accounts
	Ameriprise Financial Services
	Charles Schwab
	*ETrade**
	Edward Jones
	Fidelity Investments
	JP Morgan Chase Investments
	Merrill Lynch
	Morgan Stanley
	Scott Trade
	TD Ameritrade / TD Waterhouse
	UBS
	Vanguard
	Wells Fargo

Appendix 3 - Investment Account Disclosure

The account disclosure requirements listed below are required under Victory Capital’s Code of Ethics. Accounts need to be disclosed when opened and then verified as part of your annual Code of Ethics certification. Failure to comply may result in sanctions imposed by the Victory Capital Compliance Committee and/or Board of Directors.

The following types of accounts in which an employee or immediate family member has a Beneficial Interest must be pre-cleared by the Legal, Compliance and Risk Department initially and reported on the annual holdings report:

· All Brokerage Accounts regardless of the type of holdings

· All Managed Accounts (non-discretionary/broker has full discretion)

· Direct Victory Fund Accounts (or any other Reportable Fund)

· Employee & Immediate Family’s 401(k) if able to buy or sell Reportable Securities requiring pre-clearance

· Security Lending Accounts

· Margin Accounts

· Any other account that could hold a Reportable Security or a Reportable Fund

The following accounts must be pre-cleared by the Legal, Compliance and Risk Department initially:

· Private Placements (Private Investment Funds, Hedge Fund, Private Equity, Limited Offerings)

· Investment Clubs

The following accounts do not need to be held at an Approved Broker and do not need to be pre-cleared or reported on the annual holdings report:

· Open-End Mutual Fund Accounts held directly with an unaffiliated Fund (for Non-Reportable Funds only)

· Employee & Immediate Family’s 401(k) if unable to buy or sell Reportable Securities requiring pre-clearance

· 529 Plans

Appendix 4 - Reportable Securities

Unlike Managed Accounts, Personal Accounts generally require employees to pre-clear transactions by submitting PTRs through MCO. See Section VII C. “Personal Trading Requirements and Restrictions”.

Pre-clearance Required for Personal Trading

All Access Personnel must obtain pre-clearance via MCO for the following securities, prior to affecting the transaction in Personal Accounts:

· Bonds (including Convertible, Corporate, High-Yield, and Municipal Bonds)

· Closed-End Funds

· Equities

· Exchange-Traded Funds (ETF), including Victory Capital ETFs

· Exchange-Traded Notes (ETN)

· Fannie Mae & Freddie Mac mortgage-related securities

· Trust Preferred & Traditional Preferred Securities

· Initial Public Offerings (IPOs), with the prior approval of the CCO or his or her designee

· Private Placements (see Personal Trading Requirements and Restrictions)

· Securities Gifted or Donated by an Access Person

· Unit Investment Trusts

· Victory Fund trades that are significant (see the definition of a “Significant Transaction”)

· Victory Capital Proprietary Account investments (see definition of “Proprietary Account”)

Pre-clearance Not Required for Personal Trading

For certain accounts and security types, pre-clearance is not necessary. Generally, these transactions do not need to be pre-cleared because the transactions are passive, or they are made in accounts in which the Employee or Access Person has no direct or indirect influence or control. A PTR is not required for the following transactions:

· All securities in Managed Accounts

· Automatic or Periodic Investment Plans

· Bankers’ acceptances, bank certificates of deposit, commercial paper

· Corporate action transactions (e.g., stock splits, rights offerings, mergers and acquisitions)

· Direct obligations of the US Government

· Dividend Reinvestment Plans investments or dividend transactions

· High quality short-term debt instruments, including repurchase agreements

· Open-End Mutual Funds

· Money Market Funds

· Mutual Funds which Victory Capital advises or sub-advises (see “Affiliated Funds”) under $1 million or under 1% (see the definition of a “Significant Transaction”)

· Periodic Investment Plans (PIP) investments

· Qualified Tuition Program (“529 Plan”) investments

· Securities Gifted or Donated to Access Person

· Security Lending transactions

· Victory Capital 401(k) transactions unless greater than $25,000 in a “Proprietary Account”

· Victory Capital Holdings, Inc. (“VCH”) transactions

Prohibited from Personal Trading

Access Personnel may NOT short-sell securities (see the definition of Short-Selling) or trade in the following securities in Personal Accounts:

· Commodities

· Currencies

· Futures

· Options

Appendix 5 — ETFs Eligible for De Minimis Transaction Exemption

Name	Symbol	CUSIP
iShares MSCI Emerging Index Fund ETF	EEM	464287234
iShares MSCI EAFE Index Fund ETF	EFA	464287465
iShares MSCI Japan Index Fund ETF	EWJ	464286848
iShares Boxx $ High Yield Corporate Bond	HYG	464288513
iShares MSCI India	INDA	46429B598
iShares Core S&P 500 ETF	IVV	464287200
iShares Russell 1000	IWF	464287614
iShares Russell 2000 ETF	IWM	464287655
iShares Russell 2000 Value	IWN	464287630
iShares Russell Mid-Cap Value	IWS	464287473
SPDR S&P MidCap 400 ETF	MDY	78467Y107
Vanguard Total International Stock ETF	VXUS	921909768

Exhibit 99.B.(1)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Trustee of the COMPASS EMP FUNDS TRUST, a Delaware statutory trust (the “Trust”), constitutes and appoints David C. Brown, Michael D. Policarpo, II, Christopher K. Dyer and Jay G. Baris, each of them singly, my true and lawful attorneys-in-fact, each with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities as a trustee of the Trust, to sign for me and in my name in the appropriate capacity, any and all Pre-Effective Amendments to any Registration Statement of the Trust, any and all Post-Effective Amendments to said Registration Statements, any Registration Statements on Form N-14, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorney-in-fact deems necessary or appropriate, and that have been approved by the Board of Trustees of the Trust or by the appropriate officers of the Trust, acting in good faith and in a manner they reasonably believe to be in the best interests of the Trust, upon the advice of counsel, such approval to be conclusively evidenced by his execution thereof, to comply with the provisions of the Securities Act of 1933, as amended and the Investment Company Act of 1940, as amended, and all related requirements of the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

Witness my hand on this 1st day of May 2015.

	/s/ David B. Adcock
	David B. Adcock

POWER OF ATTORNEY

Witness my hand on this 1st day of May 2015.

	/s/ Nigel D.T. Andrews
	Nigel D.T. Andrews

POWER OF ATTORNEY

Witness my hand on this 1st day of May 2015.

	/s/ E. Lee Beard
	E. Lee Beard

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Trustee of the COMPASS EMP FUNDS TRUST, a Delaware statutory trust (the “Trust”), constitutes and appoints Michael D. Policarpo, II, Christopher K. Dyer and Jay G. Baris, each of them singly, my true and lawful attorneys-in-fact, each with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities as a trustee of the Trust, to sign for me and in my name in the appropriate capacity, any and all Pre-Effective Amendments to any Registration Statement of the Trust, any and all Post-Effective Amendments to said Registration Statements, any Registration Statements on Form N-14, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorney-in-fact deems necessary or appropriate, and that have been approved by the Board of Trustees of the Trust or by the appropriate officers of the Trust, acting in good faith and in a manner they reasonably believe to be in the best interests of the Trust, upon the advice of counsel, such approval to be conclusively evidenced by his execution thereof, to comply with the provisions of the Securities Act of 1933, as amended and the Investment Company Act of 1940, as amended, and all related requirements of the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

Witness my hand on this 1st day of May 2015.

	/s/ David C. Brown
	David C. Brown

POWER OF ATTORNEY

Witness my hand on this 1st day of May 2015.

	/s/ Sally M. Dungan
	Sally M. Dungan

POWER OF ATTORNEY

Witness my hand on this 1st day of May 2015.

	/s/ John L. Kelly
	John L. Kelly

POWER OF ATTORNEY

Witness my hand on this 1st day of May 2015.

	/s/ David L. Meyer
	David L. Meyer

POWER OF ATTORNEY

Witness my hand on this 1st day of May 2015.

	/s/ Leigh A. Wilson
	Leigh A. Wilson

Exhibit 99.B.(2)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, 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, CEMPCLSSF Fund Limited is a company organized under the laws of the Cayman Islands and is a wholly-owned subsidiary of a series of the Trust (the “Subsidiary”);

NOW, THEREFORE, the undersigned hereby constitutes and appoints DAVID C. BROWN, MICHAEL D. POLICARPO, II, CHRISTOPHER K. DYER AND JAY G. BARIS, as attorneys for it and in its name, place and stead, and in its capacity as a company, 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 Subsidiary has caused its name to be subscribed hereto by a Director on this 19th day of May 2015.

	CEMPCLSSF Fund Limited


	By:	/s/ David B. Adcock
		David B. Adcock, Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, CEMPCSVWF Fund Limited is a company organized under the laws of the Cayman Islands and is a wholly-owned subsidiary of a series of the Trust (the “Subsidiary”);

IN WITNESS WHEREOF, the Subsidiary has caused its name to be subscribed hereto by a Director on this 19th day of May 2015.

	CEMPCSVWF Fund Limited


	By:	/s/ David B. Adcock
		David B. Adcock, Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, CEMPCLSSF Fund Limited is a company organized under the laws of the Cayman Islands and is a wholly-owned subsidiary of a series of the Trust (the “Subsidiary”);

IN WITNESS WHEREOF, the Subsidiary has caused its name to be subscribed hereto by a Director on this 19th day of May 2015.

	CEMPCLSSF Fund Limited


	By:	/s/ Nigel D.T. Andrews
		Nigel D.T. Andrews, Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, CEMPCSVWF Fund Limited is a company organized under the laws of the Cayman Islands and is a wholly-owned subsidiary of a series of the Trust (the “Subsidiary”);

IN WITNESS WHEREOF, the Subsidiary has caused its name to be subscribed hereto by a Director on this 19th day of May 2015.

	CEMPCSVWF Fund Limited


	By:	/s/ Nigel D.T. Andrews
		Nigel D.T. Andrews, Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, CEMPCLSSF Fund Limited is a company organized under the laws of the Cayman Islands and is a wholly-owned subsidiary of a series of the Trust (the “Subsidiary”);

NOW, THEREFORE, the undersigned hereby constitutes and appoints DAVID C. BROWN, MICHAEL D. POLICARPO, II, CHRISTOPHER K. DYER AND JAY G. BARIS, as attorneys for it and in its name, place and stead, and in its capacity as a company, 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 she 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 Subsidiary has caused its name to be subscribed hereto by a Director on this 19th day of May 2015.

	CEMPCLSSF Fund Limited


	By:	/s/ E. Lee Beard
		E. Lee Beard, Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, CEMPCSVWF Fund Limited is a company organized under the laws of the Cayman Islands and is a wholly-owned subsidiary of a series of the Trust (the “Subsidiary”);

NOW, THEREFORE, the undersigned hereby constitutes and appoints DAVID C. BROWN, MICHAEL D. POLICARPO, II, CHRISTOPHER K. DYER AND JAY G. BARIS, as attorneys for it and in its name, place and stead, and in its capacity as a company, 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 she 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 Subsidiary has caused its name to be subscribed hereto by a Director on this 19th day of May 2015.

	CEMPCSVWF Fund Limited


	By:	/s/ E. Lee Beard
		E. Lee Beard, Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, CEMPCLSSF Fund Limited is a company organized under the laws of the Cayman Islands and is a wholly-owned subsidiary of a series of the Trust (the “Subsidiary”);

NOW, THEREFORE, the undersigned hereby constitutes and appoints DAVID C. BROWN, MICHAEL D. POLICARPO, II, CHRISTOPHER K. DYER AND JAY G. BARIS, as attorneys for it and in its name, place and stead, and in its capacity as a company, 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 she 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 Subsidiary has caused its name to be subscribed hereto by a Director on this 19th day of May 2015.

	CEMPCLSSF Fund Limited


	By:	/s/ Sally M. Dungan
		Sally M. Dungan, Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, CEMPCSVWF Fund Limited is a company organized under the laws of the Cayman Islands and is a wholly-owned subsidiary of a series of the Trust (the “Subsidiary”);

NOW, THEREFORE, the undersigned hereby constitutes and appoints DAVID C. BROWN, MICHAEL D. POLICARPO, II, CHRISTOPHER K. DYER AND JAY G. BARIS, as attorneys for it and in its name, place and stead, and in its capacity as a company, 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 she 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 Subsidiary has caused its name to be subscribed hereto by a Director on this 19th day of May 2015.

	CEMPCSVWF Fund Limited


	By:	/s/ Sally M. Dungan
		Sally M. Dungan, Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, CEMPCLSSF Fund Limited is a company organized under the laws of the Cayman Islands and is a wholly-owned subsidiary of a series of the Trust (the “Subsidiary”);

IN WITNESS WHEREOF, the Subsidiary has caused its name to be subscribed hereto by a Director on this 19th day of May 2015.

	CEMPCLSSF Fund Limited


	By:	/s/ John L. Kelly
		John L. Kelly, Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, CEMPCSVWF Fund Limited is a company organized under the laws of the Cayman Islands and is a wholly-owned subsidiary of a series of the Trust (the “Subsidiary”);

IN WITNESS WHEREOF, the Subsidiary has caused its name to be subscribed hereto by a Director on this 19th day of May 2015.

	CEMPCSVWF Fund Limited


	By:	/s/ John L. Kelly
		John L. Kelly, Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, CEMPCLSSF Fund Limited is a company organized under the laws of the Cayman Islands and is a wholly-owned subsidiary of a series of the Trust (the “Subsidiary”);

IN WITNESS WHEREOF, the Subsidiary has caused its name to be subscribed hereto by a Director on this 19th day of May 2015.

	CEMPCLSSF Fund Limited


	By:	/s/ David L. Meyer
		David L. Meyer, Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, CEMPCSVWF Fund Limited is a company organized under the laws of the Cayman Islands and is a wholly-owned subsidiary of a series of the Trust (the “Subsidiary”);

IN WITNESS WHEREOF, the Subsidiary has caused its name to be subscribed hereto by a Director on this 19th day of May 2015.

	CEMPCSVWF Fund Limited


	By:	/s/ David L. Meyer
		David L. Meyer, Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, CEMPCLSSF Fund Limited is a company organized under the laws of the Cayman Islands and is a wholly-owned subsidiary of a series of the Trust (the “Subsidiary”);

IN WITNESS WHEREOF, the Subsidiary has caused its name to be subscribed hereto by a Director on this 19th day of May 2015.

	CEMPCLSSF Fund Limited


	By:	/s/ Leigh A. Wilson
		Leigh A. Wilson, Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, CEMPCSVWF Fund Limited is a company organized under the laws of the Cayman Islands and is a wholly-owned subsidiary of a series of the Trust (the “Subsidiary”);

IN WITNESS WHEREOF, the Subsidiary has caused its name to be subscribed hereto by a Director on this 19th day of May 2015.

	CEMPCSVWF Fund Limited


	By:	/s/ Leigh A. Wilson
		Leigh A. Wilson, Director