SUB-ADVISORY AGREEMENTSub-Advisory Agreement • March 29th, 2011 • AssetMark Funds II • Delaware
AGREEMENT made as of the 1st day of April, 2011, by and between Genworth Financial Wealth Management, Inc. a California corporation (the “Advisor”), and Loomis, Sayles & Company, L.P. (the “Sub-Advisor”).
FUND ACCOUNTING SERVICING AGREEMENTFund Accounting Servicing Agreement • March 29th, 2011 • AssetMark Funds II • Wisconsin
THIS AGREEMENT is made and entered into as of this ___ day of March, 2011, by and between GPS FUNDS II, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
CUSTODY AGREEMENTCustody Agreement • March 29th, 2011 • AssetMark Funds II • New York
AGREEMENT, dated as of __________, 2011 between GPS Funds II, a statutory trust organized and existing under the laws of the State of Delaware having its principal office and place of business at Pleasant Hill, California. (the “Fund”) and The Bank of New York Mellon, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).
TRANSFER AGENT SERVICING AGREEMENTTransfer Agent Servicing Agreement • March 29th, 2011 • AssetMark Funds II • Wisconsin
FUND ADMINISTRATION SERVICING AGREEMENTFund Administration Servicing Agreement • March 29th, 2011 • AssetMark Funds II • Wisconsin
THIS AGREEMENT is made and entered into as of this ___ day of March, 2011, by and between GPS FUNDS II, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of GPS FUNDS II (formerly, AssetMark Funds II) a Delaware Statutory Trust adopted as of October 20, 2010, amended and restated as of January 6, 2011Agreement and Declaration • March 29th, 2011 • AssetMark Funds II • Delaware
Page ARTICLE I. - NAME; OFFICES; REGISTERED AGENT; DEFINITIONS 1 Section 1. Name 1 Section 2. Offices of the Trust 1 Section 3. Registered Agent and Registered Office 2 Section 4. Definitions 2 ARTICLE II. - PURPOSE OF TRUST 4 ARTICLE III. - SHARES 7 Section 1. Division of Beneficial Interest. 7 Section 2. Ownership of Shares 9 Section 3. Sale of Shares 9 Section 4. Status of Shares and Limitation of Personal Liability 9 Section 5. Tax Status; Partnership Provisions 10 (a) Power to Make Tax Status Election 10 (b) Series Established as a Partnership 10 Section 6. Establishment and Designation of Series and Classes 10 (a) Assets Held with Respect to a Particular Series 11 (b) Liabilities Held with Respect to a Particular Series or Class 11 (c) Dividends, Distributions and Redemptions 12 (d) Voting 13 (e) Equality 13 (f) Fractions 13 (g) Exchange Privilege 13 (h) Combination of Series or Classes. 13 (i) Dissolution or Termination 14 Section 7. Indemnification of Shareholders 14 ARTICLE IV
SUB-ADVISORY AGREEMENTSub-Advisory Agreement • March 29th, 2011 • AssetMark Funds II • Delaware
AGREEMENT made as of the _____day of ___________, 2011, by and between Genworth Financial Wealth Management, Inc., a California corporation (the “Advisor”), and Franklin Advisers, Inc., a California corporation (the “Sub-Advisor”).
ContractDistribution Agreement • March 29th, 2011 • AssetMark Funds II • California
CUSTODY AGREEMENTCustody Agreement • March 29th, 2011 • AssetMark Funds II • Minnesota
THIS AGREEMENT is made and entered into as of the ____ day of March 2011, by and between GPS FUNDS II, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).
EXPENSE LIMITATION AGREEMENT GPS FUNDS IIExpense Limitation Agreement • March 29th, 2011 • AssetMark Funds II
AGREEMENT made as of the ___ day of March, 2011, by and between GPS Funds II, a Delaware statutory trust (the “Trust), on behalf of each of its series listed on Schedule A hereto (each, a “Fund” and, together, the “Funds”), and Genworth Financial Wealth Management, Inc., a California corporation (the “Advisor”).
ADMINISTRATIVE SERVICES AGREEMENT BETWEEN GPS FUNDS II AND GENWORTH FINANCIAL WEALTH MANAGEMENT, INC.Administrative Services Agreement • March 29th, 2011 • AssetMark Funds II
AGREEMENT made as of ____________, 2011, between the GPS Funds II, a Delaware statutory trust (the “Trust”), on behalf of the Service Shares class of each series of the Trust (each a “Fund,” and together, the “Funds”) listed in Exhibit A of this Agreement, as amended from time to time, and Genworth Financial Wealth Management, Inc. (“GFWM”).
