GENWORTH FINANCIAL ASSET MANAGEMENT FUNDS FIRST AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT

GENWORTH FINANCIAL ASSET MANAGEMENT FUNDS

FIRST AMENDMENT TO THE

TRANSFER AGENT SERVICING AGREEMENT

THIS FIRSTAMENDMENT, dated as of the 17th day of December, 2013, to the Transfer Agent Servicing Agreement, dated as of February 20, 2007 (the “Agreement”), is entered into by and between GENWORTH FINANCIAL ASSET MANAGEMENT FUNDS, a Delaware statutory trust (the “Trust”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the parties desire to amend the fees of the Agreement; and

WHEREAS, Section 12 of the Agreement allows for its amendment by a written instrument executed by all parties.

NOW, THEREFORE, the parties agree as follows:

Exhibit C of the Agreement is hereby superseded and replaced with Amended Exhibit C attached hereto.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

GENWORTH FINANCIAL ASSET
MANAGEMENT FUNDS	U.S. BANCORP FUND SERVICES, LLC
By:   /s/ Xxxxxx X. Xxxxxx	By:   /s/ Xxxxxxx X. XxXxx
Name:   Xxxxxx X. Xxxxxx	Name:   Xxxxxxx X. XxXxx
Title:     President	Title:   Executive Vice President

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Amended Exhibit C to the Transfer Agent Servicing Agreement – Genworth Financial Asset Management Funds

GENWORTH FINANCIAL ASSET MANAGEMENT FUNDS ANNUAL FEE SCHEDULE – Effective December ,2013

Shareholder Account Fee (Subject to Minimum) No-Load  - $[  ]per  account Load Fund - $[  ]per account Money Market - $[  ]per account Annual Minimum $[  ]per fund or class $[  ]first load or money market fund If the funds allow direct retail shareholders, the following schedule also applies: - Additional 1 basis point per year. Activity Charges: Telephone Call - $[  ]per call Draft Check Processing - $[  ]per draft Daily Valuation Trades - $[  ]per trade ACH Shareholder Services:    $[  ] per month per fund group    $[  ]per ACH item, setup and/or change    $[  ] per correction, reversal, return item Plus out-of-pocket expenses, including but not limited to: Telephone – toll-free lines Postage Stationery, Envelopes Programming, Special Reports Insurance Record Retention Microfilm/fiche of records Proxies, Proxy Services ACH fees NSCC charges All other out-of-pocket expenses Extraordinary services - quoted separately

File Transfer - $[  ] per month plus $[  [  ]/record Service Charges to Investors Qualified Plan Fees (Billed to Investors) $[  ] per qualified plan account (Cap at $[  ]per SSN) $[  ]per education XXX account (Cap at $[  ]per SSN) $[  ]per transfer to successor trustee $[  ]per distribution to participant (Excluding SWPs) $[  ]per refund of excess contribution $[  ]per reconversion/recharacterization Additional Shareholder Fees (Billed to Investors) $[  ]per outgoing wire transfer $[  ]per telephone exchange $[  ]per return check or ACH $[  ]per stop payment                                                               $[  ]per research request (For requested items of the second calendar year [or previous] to the request)(Cap at $[  ]) CCO Support Services - $[  ]Per Year Per Fund Complex Fees and out-of-pocket expenses are billed monthly.

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