ASSIGNMENT AND ASSUMPTION OF SUBADVISORY AGREEMENT
ASSIGNMENT AND ASSUMPTION
OF SUBADVISORY AGREEMENT
This Assignment and Assumption of Subadvisory Agreement is made as of June 7, 2013 by and between Delaware Management Company (“DMC”) and Delaware Investments Fund Advisers (“DIFA”), each a series of Delaware Management Business Trust, a Delaware statutory trust (“DMBT”).
WHEREAS, DMBT is a registered investment adviser pursuant to the Investment Advisers Act of 1940, as amended, which currently provides investment advisory services to investment companies registered under the Investment Company Act of 1940, as amended, through DMC;
WHEREAS, Genworth Financial Wealth Management, Inc. (the “Investment Manager”) serves as the investment adviser to the GuideMark Tax-Exempt Fixed Income Fund (the “Fund”), a series of GPS Funds I, formerly AssetMark Funds, pursuant to an Investment Advisory Agreement dated as of October 20, 2006.
WHEREAS, DMC has provided subadvisory services to the Fund pursuant to the Subadvisory Agreement dated January 4, 2010 between DMC, and the Investment Manager (the “Agreement”);
WHEREAS, DMBT has restructured the investment subadvisory services it provides to certain third party U.S. registered investment companies, or series thereof, including the Fund, by consolidating such services with and into DIFA, which is a newly organized series of DMBT (the “Restructuring”); and
WHEREAS, the restructuring does not result in a change of control or management, and thus does not constitute an “assignment” of the Agreement under the Investment Company Act of 1940, as amended.
NOW, THEREFORE, the parties hereto agree as follows:
1. The Agreement previously in effect between DMC and the Investment Manager is hereby assumed in its entirety by DIFA, except that all references to DMC shall be replaced with references to DIFA.
2. DIFA agrees to perform and be bound by all of the terms of the Agreement and the obligations and duties of DMC thereunder.
3. The Agreement shall continue in full force and effect as set forth therein for the remainder of its term.
IN WITNESS WHEREOF, the undersigned have executed this Assignment and Assumption of Subadvisory Agreement as of the date set forth above.
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DELAWARE MANAGEMENT COMPANY,
a series of Delaware Management Business Trust
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: President
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DELAWARE INVESTMENTS FUND ADVISERS,
a series of Delaware Management Business Trust
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: President
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ACKNOWLEDGED:
GuideMark Tax-Exempt Fixed Income Fund
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
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