SUBCUSTODIAL AND SERVICE AGREEMENT

APPOINTMENT OF CUSTODIAN; TYPES OF ACCOUNTS, TRADING, AND FEES

Appointment of Fidelity as Subcustodian and Types of Accounts

Pursuant to this Agreement and the separate Fidelity brokerage account application and agreement accepted by Fidelity for each account (Application and Agreement), to be executed in a form substantially similar to that attached hereto as Exhibit A, as such form may be amended from time to time, such amendments to be immaterial or required by applicable law, rule or regulation or Fidelity Policies and Procedures, GEFTC authorizes Fidelity to hold securities in registered form in its name. If there is any conflict between this Agreement and the Application Agreement, the terms of the Application Agreement shall prevail with the exception of: the term and termination provisions this Agreement (all of section 2); the representations and warranties (all of section 3), including without limitation service levels (Exhibit C); indemnification provisions (all of section 4); confidentiality (all of section 5); and pricing (Exhibit B), excluding any margin fees. If future material amendments are made to the Application Agreement that conflict with this Agreement, GEFTC reserves the right to review those amendments, and if GEFTC determines using reasonable business judgment that such amendments are unacceptable, GEFTC may terminate this agreement.

“GEFTC Accounts” are brokerage accounts opened by and registered in the name of GEFTC as legal and record owner which accounts may be owned by GEFTC for the benefit of one or more of its Clients and carried by Fidelity under GEFTC’s name, address and tax identification number in which it will hold securities and cash. GEFTC Accounts include both Omnibus GEFTC Accounts and Non-Omnibus GEFTC Accounts. “Omnibus GEFTC Accounts” are those accounts that hold commingled assets of GEFTC’s Clients. “Non-Omnibus GEFTC Accounts” are other GEFTC Accounts established at Fidelity and registered in GEFTC’s name for the benefit of a particular GEFTC Client. For all accounts carried by Fidelity pursuant to this Agreement, Fidelity’s customer shall be GEFTC only and in no event will any Client, other customer or prospective Client or customer of GEFTC or Advisory Firm be considered to be a customer of Fidelity.

Fidelity will not charge GEFTC or Advisory Firm a separate custody fee for maintaining custody of GEFTC Accounts.

With respect to GEFTC Accounts, GEFTC will be the “end financial institution” responsible for all know your customer, anti-money laundering and other applicable legal and regulatory requirements, including but not limited to the Bank Secrecy Act of 1970, as amended, and related regulations, for any Client who may have a disclosed or undisclosed beneficial interest in a GEFTC Account. GEFTC agrees not to open any GEFTC Accounts, process any transactions or provide any other services that would violate any applicable sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury.

GEFTC has authorized Advisory Firm, an investment Advisor registered under the Investment Advisor Act of 1940, with discretionary authority to engage in various trading and other investment related activities, including, but not limited to the purchase, sale or exchange of securities on GEFTC Accounts. The Advisory Firm shall be designated in the Applications and Agreement as the investment adviser with trading authorization on Client Accounts. Fidelity will not be responsible for the actions or inactions of the Advisory Firm.

GEFTC agrees that it shall not request Fidelity to establish, carry or provide services under this Agreement to any Fully Disclosed Client Account directly for a Client, customer or prospect of GEFTC or Advisory Firm (a “Fully Disclosed Client Account”). A Fully Disclosed Client Account shall mean any brokerage account registered in the Client’s name as legal and record owner, address and tax identification number and with respect to which Fidelity would otherwise collect personal and financial information with respect to such Client. GEFTC will open accounts with Fidelity and/or refer Clients to Fidelity only in those instances in which GEFTC and/or the Advisory Firm deems it appropriate and in the best interest of Clients. In the event that GEFTC desires to open an account with Fidelity on a fully-disclosed basis, prior to opening such account, GEFTC and Fidelity shall negotiate in good faith the terms and conditions of the parties’ obligations with respect to such fully-disclosed accounts.

Subject to the terms hereof and the Application and Agreement, GEFTC hereby authorizes Fidelity to hold any securities received by it from time to time for the account of GEFTC Accounts. Fidelity may elect to utilize Depositories and third-party subcustodians to the extent it deems appropriate possible in connection with its performance hereunder. “Depository” shall include the Federal Reserve Banks book-entry system, the Depository Trust Company, Euroclear, Clearstream Banking, S.A. and any other securities depository, book-entry system or clearing agency (and their respective successors and nominees) registered with the Securities and Exchange Commission or otherwise authorized to act as a securities depository, book-entry system or clearing agency pursuant to applicable law. A “Third-Party Subcustodian” shall mean a bank or other financial institution (other than a Depository) which is utilized by Fidelity in connection with the purchase, sale or custody of securities hereunder.

Securities and cash deposited by Fidelity in a Depository will be held subject to the rules, terms and conditions of such Depository. Securities and cash held through Third-Party Subcustodians shall be held subject to the terms and conditions of any applicable agreement between Fidelity and such Third Party Subcustodians. Third-Party Subcustodians may be authorized to hold Securities

Trading and Operational Interface

On or before December 31, 2005, GEFTC anticipates transferring from GEFTC over to Fidelity approximately $1.5 billion in initial assets (the “Transfer”). GEFTC and Advisory Firm anticipate that approximately 100 million equity shares shall be traded during the first 12 month period from the date of the Transfer. The Transfer will include approximately 225 non-omnibus GEFTC accounts and two omnibus GEFTC account.

Trading of equity on GEFTC Accounts will be done through Fidelity’s Advisor CHANNEL® products or other electronic trading system supported by Fidelity until the parties interface through CheckFree APL, at which time all equity trades will be placed via the APL or other systems acceptable to Fidelity. Trading of fixed income securities shall be done through Fidelity’s Bond Trader Pro system or by sending fax, email or phone trades directly to Fidelity’s fixed income trading desk.

It is understood that by Fidelity and GEFTC that orders for the execution of transactions in GEFTC Accounts shall be directed to Fidelity, but that Advisor may use other broker/dealers (“Trade Away”) if Advisor deems such activity as appropriate in its sole discretion. Fidelity shall provide monthly trade execution reports to GEFTC and the Advisory Firm to report on execution quality.

Pricing and Billing for Fidelity Brokerage Services

The pricing schedule that will apply to all GEFTC Accounts is set forth in Exhibit B. This pricing schedule does not apply to separate account network, turn key asset management and other programs which may be selected by GEFTC, which may which charge either transaction based or asset based fees. This pricing schedule includes all services discussed in this Agreement including custody and clearing services, use of Advisor Channel, use of Bond Trader Pro, interfacing, operational and administrative services, asset conversions and the implementation of CheckFree APL at no additional charge.

Fees accrued, pursuant to Exhibit B, shall accrue during the quarter. All transaction costs, commissions, ticket charges, and other fees will be billed directly to GEFTC, rather than being charged to individual trade. Such accrued fees shall be billed quarterly in arrears to GEFTC on or before 30 days following the calendar quarter end, or if Fidelity is unable to ▇▇▇▇ GEFTC by that date, as promptly as possible thereafter.

EFFECTIVENESS AND TERMINATION

This Agreement shall remain in full force and effect for an initial 36-month term unless terminated in accordance with this section 2. Fidelity may terminate this Agreement at the end of such 36-month period by giving GEFTC 90 days prior written notification of termination. GEFTC may terminate this Agreement at the end of such 36-month period by giving 90 days prior written notification of termination. Upon termination of this Agreement, both GEFTC and Fidelity agree to provide on-going support and operational services pursuant to this Agreement no less than 90 days from termination or until the completion of the conversion of assets, whichever occurs earlier. If, in the event of termination, an Account does not transfer from Fidelity, Fidelity may transfer such Account as it reasonably deems appropriate.

In the event no written notification is given as set forth above, this Agreement shall be deemed to have been renewed for additional successive one-year periods. At any time during such additional periods, this Agreement may be terminated by Fidelity giving 90 days prior written notification to GEFTC, or by GFTC giving 90 days prior written notice to Fidelity, and such termination shall be effective as of the end of such 90-day period. Upon termination of this Agreement, both GEFTC and Fidelity agree to provide on-going support and operational services pursuant to this Agreement no less than 90 days from termination or until the completion of the conversion of assets, whichever occurs earlier.

This Agreement may be terminated:

by mutual written consent of the parties hereto;

by either party upon the occurrence of the following: (i) a material breach by the other party of any of its representations, warranties, covenants or agreements hereunder, and (ii) the failure to cure such breach by the other party within 30 days following its receipt of written notice of such breach;

if required by law or any applicable supervising regulating authorities;

by either party if the other party becomes insolvent or becomes the subject of a voluntary or involuntary bankruptcy proceeding;

pursuant to Section 2.5 below.

by GEFTC in the event that Fidelity fails to provide services in material compliance with Service Levels set forth in Exhibit C.

The termination of this Agreement will not relieve any party of any obligation or liability hereunder that accrued prior to such termination. Upon termination of this Agreement, all payments under Section 1.3 shall immediately cease and Fidelity will notify GEFTC of the revised pricing schedule that will apply to any GEFTC Accounts maintained with Fidelity.

It is understood that GEFTC strives to grow over time, which could result in growth of client assets under management, share volume traded and servicing support activity. It is understood that GEFTC may fail to grow or may experience loss of assets over time. As well, it is understood that movements in financial markets will impact GEFTC’s asset levels and growth paths. The potential for business growth and/or asset loss experienced in the normal course of doing business is contemplated within the standard terms of this Agreement and is not cause for renegotiation of any terms. In the event of a material change in GEFTC’s business model, Fidelity and GEFTC, respectively, reserve the right to notify the other Party of its request to renegotiate the fee schedule contained in Exhibit B upon providing 90 days notice. A “material change” for this Section 2.5 may include, but is not limited to: a change from the “omnibus” model to either a “business accounts” or “fully disclosed” model; a change to trading practices in which Fidelity is no longer being directed substantially all (at least 95%) trade flow related to omnibus assets held in sub-custody by Fidelity; a change to or expansion of servicing standards or practices beyond what is addressed in this Agreement; or other GEFTC business model changes that result in verifiable and detrimental financial impacts to either party. In such event, if Fidelity and GEFTC fail to reach an agreement on a revised pricing schedule within 90 days of such notice, then either party may terminate this Agreement with a written 90 day termination notice to the other. Upon termination of this Agreement, both GEFTC and Fidelity agree to provide ongoing support and operational services pursuant to this Agreement no less than 90 days from termination or until the completion of the conversion of assets, whichever occurs earlier.

REPRESENTATIONS, WARRANTIES AND COVENANTS

Each of the parties represents warrants and agrees to the others as follows:

Such party is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business in each other jurisdiction where it is required to be so qualified;

This Agreement has been duly authorized and executed by such party, and represents the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms;

The execution, delivery and performance by such party of this Agreement does not violate, conflict with or constitute a breach of any provision of any Federal, state or local law applicable to such party, the organizational documents of such party or any material agreement, contract, consent, decree, order or other instrument to which such party is a party or by which such party is bound;

Each of the parties shall obtain such regulatory and Client consents as may be required, including GEFTC obtaining the consent of the Arizona State Banking Department, to execute, deliver and perform the term of this Agreement; and

Neither GEFTC and Fidelity, nor Advisor Firm and Fidelity, are affiliated with each other in any way.

With respect to the Omnibus GEFTC Accounts and Non-Omnibus GEFTC Accounts, GEFTC represents, warrants and agrees that:

GEFTC is Fidelity’s brokerage customer;

Clients are GEFTC’s trust company customers and will not be regarded as Fidelity’s brokerage customers;

GEFTC is responsible for obtaining and maintaining all necessary documentation and information relating to such Clients and GEFTC Accounts;

GEFTC or its designated Advisory Firm is responsible for making all investment decisions and suitability determinations with respect to such Clients and GEFTC Accounts;

Clients will not have any contact with Fidelity with respect to the GEFTC Accounts;

GEFTC is responsible for providing all Clients with all information or records to which such Clients may be entitled by virtue of their beneficial ownership in GEFTC Accounts, including, but not limited to, customer account statements, confirmation of transactions, tax information and any other information or records required by law or regulation;

GEFTC is responsible for completing all reporting to the Internal Revenue Service and state taxing authorities on such Client accounts;

GEFTC or their designated Advisory Firm is responsible for monitoring the investments in all Client Accounts held at Fidelity, and Fidelity will not be responsible for monitoring the investments made in any Client accounts; and

Fidelity will not be responsible for monitoring the activities of Advisory Firm in GEFTC Accounts.

With respect to the Omnibus GEFTC Account, GEFTC represents, warrants and agrees that:

Each Client has authorized the Advisory Firm to establish a custodial account for the Client’s benefit at GEFTC and at sub-custodians as appropriate, therefore, including Fidelity, to maintain the account.

GEFTC maintains on its books a separate account for each Client account and segregates in its books each Client account’s assets. For those Client accounts managed by the Advisory Firm, GEFTC does not take physical custody of Client assets, but holds assets by book entry.

For any new Clients of the Advisory Firm, each Client has authorized GEFTC and the Advisory Firm to transfer his/her account from a fully disclosed account at the current firm to an account registered under GEFTC, for the benefit of the Client at Fidelity.

To the extent GEFTC is acting in fiduciary capacity to any Client for the purposes of ERISA, GEFTC represents and warrants that it shall administer the GEFTC Accounts consistent with such obligations, including, but limited to, the proper disclosure and handling of fees and compensation.

During the term of this Agreement, each party shall remain in material compliance with each of the laws, rules, and regulations to which their activities are subject.

GEFTC agrees to notify Fidelity immediately in the event GEFTC’s charter with any governmental or regulatory organization which GEFTC is currently registered is suspended, terminated or materially changes. Fidelity agrees to notify GEFTC immediately in the event Fidelity’s registration as a broker-dealer and/or membership with the NASD is suspended, terminated or materially changes

Upon reasonable prior written notice, Fidelity will respond to requests for information from the Arizona State Banking Department related to the books and records maintained by Fidelity in the ordinary course of business with respect to the GEFTC Accounts. In addition, upon written request, Fidelity will provide GEFTC with its SAS 70 and NFS’ Statement of Financial Condition.

Each Party will be responsible for reviewing and determining whether additional disclosures are necessary in its respective regulatory filings, disclosures to clients or otherwise with respect to the terms and conditions of this Agreement and obtain any necessary consent from its regulatory authorities and/or Clients. Fidelity and GEFTC acknowledge that this Agreement must comply with applicable laws, rules and regulations. The parties acknowledge that the sale or redemption of any mutual fund must be made in compliance with such fund’s prospectus and policies and applicable laws, rules and regulations. GEFTC agrees that it will monitor and assess short term redemption fees on Fidelity mutual funds, and non-Fidelity funds if required, at the sub-account or participant level on all Omnibus GEFTC Accounts.

Unless otherwise agreed to by GEFTC, Fidelity will not use Client information it obtains from GEFTC to directly solicit Clients to open Fidelity retail brokerage accounts.

With respect to the securities held in GEFTC Accounts, Fidelity shall:

Timely post any interest and dividends actually received by Fidelity and any amounts actually received by Fidelity with respect to matured securities. Fidelity shall make such information available on Advisor CHANNEL and CheckFree APL or other third party portfolio accounting systems, as instructed by GEFTC.

Forward to GEFTC copies of all information or documents that it may actually receive from an issuer of securities pursuant to sections 4.5 and 6 of the Application and Agreement.

If so notified by a regulatory body or governmental agency, Fidelity will forward to GEFTC any forms or other document requiring GEFTC’s signature.

Hold directly, or through a Depository, all rights and similar securities issued with respect to any securities credited to the GEFTC Accounts.

Endorse for collection checks, drafts or other negotiable instruments.

With respect to any rights or actions conferred upon GEFTC pursuant to the information or documents it receives under section 3.7, GEFTC will notify Fidelity of its decision relating thereto.

GEFTC and Fidelity each agree to maintain respective conversion teams for the support of the initial conversion of assets to Fidelity during the first 5 months of this Agreement, or for a period of the agreement date through 60-days past the actual conversion date, whichever is longer. Fidelity’s conversion team will include a business and technical analyst. The parties’ respective conversion teams shall cooperate in good faith to promptly address issues that may arise during the initial conversion.

Upon completion of the implementation and conversion process, Fidelity represents that it will assign and maintain for the duration of the term a service and support structure that is materially sufficient to maintain the service level standards outlined in Exhibit C.

GEFTC represents warrants and agrees to the additional warranties set forth in Exhibit D and incorporated herein by reference.

Fidelity represents, warrants and agrees as follows:

It has the financial resources, personnel and organizational resources reasonably needed to perform its obligations under this Agreement and will notify GEFTC of any change in circumstances that would materially adversely impact Fidelity’s ability to perform its obligations under this Agreement.

It shall maintain throughout the term of this Agreement, commercially reasonable levels of excess SIPC coverage for the protection of the value of all cash and securities held in GEFTC accounts, and it authorizes and approves disclosure by GEFTC to GEFTC Clients that: (i) Client assets in GEFTC Accounts are protected by Securities Investor Protection Insurance (“SPIC”) insurance up to $[***] (including cash claims limited to $[***]); (ii) additional insurance protection for cash and securities has been arranged to supplement the SIPC coverage; (iii) this additional protection covers total account net equity in excess of the $[***]/$[***] coverage provided by SIPC; and (iv) neither coverage protects against a decline in the market value of securities.

It shall maintain throughout the term of this Agreement a commercially reasonable disaster recovery plan.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Neither GEFTC nor Fidelity will be liable under this Agreement for any special, consequential, indirect, incidental or similar damages of any kind, including lost revenue, lost profits and lost or damaged data. Market based losses that are a result of delayed or incorrect execution or other error due to Fidelity’s negligence or willful misconduct shall not be considered special, consequential, indirect, incidental or similar damages of any kind, unless due to the negligence or willful misconduct of GEFTC or Advisory Firm.

GEFTC will indemnify, defend and hold harmless Fidelity and its officers, directors, managers, employees, designees, affiliates, subsidiaries and agents (each a “Fidelity Party”) from and against any and all damages, liabilities, expenses (including reasonable attorneys’ fees), costs and claims (collectively, “Costs”) incurred by any Fidelity Party to the extent arising from or relating to: (i) any breach by GEFTC of any representation, warranty, covenant or other obligation contained in this Agreement; (ii) any error, wrongful act or wrongful omission by GEFTC, or a third party service provider working for GEFTC, in submitting any order or instruction to Fidelity or performing its obligations under this Agreement; (iii) subject to subsection 4.4, such Fidelity Party’s investigation, preparation or defense of any of the foregoing; and (iv) any interface or support of any interface GEFTC establishes with TNET or other interface(s) made available through Fidelity.

Fidelity will indemnify, defend and hold harmless GEFTC and its officers, directors, managers, employees, designees, affiliates, subsidiaries and agents (each a “GEFTC Party”) from any and all Costs incurred by any GEFTC Party to the extent arising from or relating to: (i) any breach by Fidelity of any representation, warranty, covenant or other obligation contained in this Agreement; (ii) any error, wrongful act or wrongful omission by Fidelity in performing its obligations under this Agreement; and (iii) subject to subsection 4.4, such GEFTC Party’s investigation, preparation or defense of any of the foregoing.

No party will be entitled to indemnification pursuant to this Agreement to the extent that such party’s Costs arise out of or relate to such party’s own negligence or willful misconduct.

Promptly after a party (the “Indemnitee”) receives notice or becomes aware of a claim threatened or commenced against it, against which another party to this Agreement (the “Indemnitor”) is obligated to indemnify the Indemnitee, the Indemnitee will give written notice of such claim to the Indemnitor. However, the Indemnitee’s failure to notify the Indemnitor will not relieve the Indemnitor from any liability that it may have to any Indemnitee under this Agreement, except to the extent that the Indemnitor has been prejudiced in any material respect by such failure. The Indemnitor will be entitled to assume the defense of the claim with counsel reasonably satisfactory to the Indemnitee, and the Indemnitee will have the right to participate in the defense or preparation of the defense of the claim as follows: (i) in the event that the Indemnitor elects to assume the defense of the claim, and to retain such reasonably satisfactory counsel, the Indemnitee will bear all fees and expenses of any additional counsel the Indemnitee retains and any

CONFIDENTIAL AND PROPRIETARY INFORMATION

Definition of Confidential Information. The parties acknowledge that in connection with this Agreement each may be provided with confidential and proprietary information of the other party and third parties with which the other party conducts business. All information of a party and the third parties with which such party conducts business that is marked confidential, described as confidential at the time of disclosure or that the receiving party should reasonably know to be confidential, including the information relating to the TNET Interface, is collectively referred to as “Confidential Information.” The terms and conditions of this Agreement are considered Confidential Information. In addition, any GEFTC Account information shall be considered Confidential Information. Despite any contrary provision in this Agreement, Confidential Information will not include information that: (a) is or becomes generally known to the public not as a result of a disclosure by the receiving party, (b) is rightfully in the possession of the receiving party before disclosure by the first party, (c) is independently developed by the receiving party without reliance on such information, or (d) is received by the receiving party in good faith and without restriction from a third party not under a confidentiality obligation to the first party and having the right to make such disclosure. The parties acknowledge that as financial institutions, each may be subject to certain laws and regulations regarding the privacy and protection of consumer information and that any use of personal information by the Receiving Party may be subject to compliance with such laws.

Obligations Regarding Confidential Information. Except as expressly permitted by this Agreement, each party will:

keep and maintain all Confidential Information of the other parties in strict confidence, using such degree of care as is appropriate to avoid unauthorized use or disclosure;

not, directly or indirectly, disclose any Confidential Information of the other parties to any third party, except with the other’s prior written consent;

use the other parties’ Confidential Information solely as necessary to perform its obligations or exercise its rights under this Agreement;

not use another party’s Confidential Information to compete with such party in any way; and

advise the other party immediately if it learns or has reason to believe that any person or entity which has had access to such party’s Confidential Information has violated or intends to violate the terms of this Agreement.

Permitted Disclosures. Each party will be permitted to disclose the other parties’ Confidential Information only to its employees, legal counsel, accountants, auditors, and agents, and its applicable regulatory authorities which expressly request such information during an examination or inquiry (collectively, “Authorized Recipients”) having a need to know the Confidential Information in connection with the performance of its obligations or the exercise of its rights under this Agreement. Each party will instruct its Authorized Recipients as to their obligations under this Agreement. Despite any contrary provision in this Agreement, either party may disclose the other party’s Confidential Information to the extent required to comply with law or court order; provided, however, that the party required to disclose the Confidential Information must if legally permissible:

to the extent practicable, give prompt written notice of the disclosure requirement to the party whose Confidential Information is at issue provided such notice is not prohibited by law,

to the extent practicable, give the other party a reasonable opportunity to prevent the disclosure of the Confidential Information, and

reasonably cooperate with the other party in any efforts it makes to prevent the disclosure of the Confidential Information.

Remedies. The parties acknowledge that the disclosure of another’s Confidential Information may cause irreparable injury to the other and damages which may be difficult to ascertain. Therefore, each party will be entitled to injunctive relief upon a disclosure or threatened disclosure of any of its Confidential Information in violation of this Agreement, without the necessity of proving damages.

MISCELLANEOUS

Force Majeure. No party will be responsible for losses caused directly or indirectly by conditions beyond its reasonable control (each, a “Force Majeure Event”), including but not limited to war, natural disaster, terrorist activity, government, clearing corporation or NSCC restrictions or changes, exchange, market, clearing corporation or NSCC rulings, strikes, interruptions of communications or data processing services, or disruptions in orderly trading on any exchange or market.

Additional Covenants. Each party will retain absolute and complete responsibility for the supervision of all of its representatives, employees or other agents, and the other party will have no supervisory, compliance or other responsibility as to the actions of such representatives, employees or agents of the other party.

Use of Name; Extent of Relationship. The parties acknowledge that the names of each party, and the names of each party’s products and services, whether or not registered as a trademark, are owned by such party. Each party agrees not to use such other parties’ names in marketing materials or in any other manner without the owning party’s prior written approval, except that each party may use the other parties’ names in regulatory filings. No party will represent in any manner that it is an agent or representative of the

Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to the choice of law principles thereof.

Entire Agreement; Successors and Assigns. This Agreement constitutes the entire agreement between the parties hereto with respect to the matters contained herein and supersedes all prior agreements and understandings between the parties with respect thereto. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other parties; provided however, that any party may assign its rights or delegate its duties to any affiliate, subsidiary or assignee whether by merger, consolidation or otherwise that agrees in writing to perform such party’s duties. This Agreement will be binding upon and will inure to the benefit of the parties and its successors and permitted assigns.

Notices. Any notice, demand, consent, election, offer, approval, request or other communication (collectively, a “Notice”) required or permitted under this Agreement must be in writing and delivered by a nationally recognized overnight courier or sent by certified or registered mail, postage prepaid, return receipt requested. A Notice must be addressed to a party as follows:

If to Fidelity:

If to GEFTC:

A Notice delivered via a nationally recognized overnight courier will be deemed given as of the next business day after it is sent. A Notice sent via mail will be deemed given three business days after it is mailed. The address specified by a party above for notices to be sent may be changed by such party by written notice to the other parties.

Amendment and Waiver. The terms of this Agreement may be waived, amended or modified in whole or in part only by a writing signed by GEFTC and Fidelity. The failure by either party of any time to require performance by the other of any provision of this Agreement will not affect in any way either party’s right to require such performance at any time thereafter. The waiver by either party of a breach of a provision of this Agreement will not be taken or held to be a waiver of the provision itself.

Non-Exclusivity. Each party may enter into other similar agreements with any other person or persons without the other party’s consent.

Severability. All provisions and covenants contained herein are severable, and in the event that any one or more of them is held to be invalid, illegal or unenforceable in any respect by any court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions and covenants contained herein will not in any way be affected thereby, and this Agreement will be interpreted as if such invalid, illegal or unenforceable agreement(s), provision(s) or covenant(s) was not contained herein.

Survival. The rights and obligation of the parties under sections 4 and 5 shall survive any termination of this Agreement.

Captions. The descriptive heading of the sections and subsections of this Agreement are for convenience only, do not constitute a part of this Agreement, and do not affect this Agreement’s construction or interpretation.

/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Advisor Brokerage Kit, including:

Advisor Account Agreement

Advisor Account Application

Transfer of Asset for Unlike Registrations

Minimum ticket charge:

Maximum ticket charge:

Cents per share charge:

Minimum ticket charge:

Maximum ticket charge:

Cents per share charge:

Commission Per Contract

Minimum Block Trade Commission

Allocated trades subject to 10-contract minimum.

- ▇▇▇

- ▇▇▇▇▇

- SEP

[***] Per Account

[***] Per Account

[***] Per Account

Corporate Bonds

— Commission Per Bond

— Minimum Commission Per Allocation

*  The majority of fixed income business is executed on a Principal Basis

Advisor CHANNEL

Clearing & Custodial Services

EFT

NASU, Asset Conversions/Transfers

Dividend Postings

Retirement Accounts

Establishment of TNET and CheckFree APL Interface All services described in Appendix C

GENERAL PROVISIONS

General Service Levels

Service Level 1 – Transmission File Availability

Service Level 2 – Key Activity Operations Efficacy

Service Level 3 – System Availability

Reporting.

Measurement and Monitoring Methodologies.

Commencement of Obligations.

Cooperation.

Detailed Metrics:

Definition for Services Levels:

Phrase / Term

Description

“Problem

Response”

“Severity

Levels”

Measurement

Interval

Reporting

Period

▇.  Transmission Files Availability. 95% of the file transmissions (based on a weighted average of the aggregate number of files transmitted) shall be completed in accordance within Time Frame/Availability requirements for such Transmission Files.

Transmission File:

File Name:

Time Frame/Availability:

FBSI.TCS.FBDTN05P.G

E.ORDER.ACKS(0)

FBSI.TCS.FBDTN20P.G

E.CONFIRMS(0)

FBSI.TCS.FBB5961.GE.I

NC.SETT(0)

FBSI.TCS.FBB5961.

GE.INC.PROJ(0)

FBSI.TCS.FBDTN15P.

GE.POSITION(0)

Business Process

Prerequisite (if any)

GEFTC to promptly notify Fidelity of any transmission problems discovered at GEFTC site.

GEFTC to research locally to determine that incident is not a GEFTC problem before reporting transmission failures to Fidelity; or concurrent to notification to Fidelity where GEFTC reasonably believes problem is not a GEFTC problem.

iii. Technology Support for File Transmissions provided as follows:

▇-▇▇▇-▇▇▇-▇▇▇▇

(during the hours of

8:30 a.m. to 5:00 p.m. ET)

— or —

24 x 7

1-800-525-3274

Option #2

— or —

▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇.▇▇▇

iv. ▇▇.▇▇▇ and Advisor Channel Software Support available as follows:

▇-▇▇▇-▇▇▇-▇▇▇▇

Option #3

(during the hours of 8:00 a.m. to 8:00 p.m. ET)

v. Program Bugs – technical support provided as follows:

▇-▇▇▇-▇▇▇-▇▇▇▇

Option #1

(during the hours of 8:30 a.m. to 5:00 p.m. ET)

Severity

Level

Definition

Who Opens

Response

Response

Time

Resolution or
Work Around

Time

TechOps;

Operational

Support

Operational problem: Immediate fix.

Software problem: Work around provided until problem is fixed and inform business.

45 minutes

2 hours

TechOps;

Operational

Support

Operational problem: Fix within 24 hours and inform business.

Software problem: Close into CQ for business prioritization.

60 minutes

Operational problem: Fix within 24 hours and inform business.

Software problem: Close into CQ for business prioritization.

TechOps;

Operational

Support

Operational problem: Fix within 72 hours and inform business.

Software problem: Close into CQ for business prioritization.

90 minutes

Operational problem: Fix within 72 hours and inform business.

Software problem: Close into CQ for business prioritization.

Prerequisites

GEFTC to immediately research perceived transmission failures locally to ensure that any such failure is not a result of a failure of GEFTC’s systems before reporting such transmission failures to Fidelity.

Standing weekly conference call to be held within no less than 90 days following the initial conversion of the Accounts to Fidelity to identify, discuss and resolve any operational or relationship issues.

Measurement

Interval

Reporting

Period

Applicable

Hours

Business

Process

Key Activity

Performance Level

Prerequisite (if any)

Business
Process

Key Activity

Performance Level

Prerequisite (if any)

Brokerage account application must be received IGO through Fidelity’s Covington, KY facility by 1:30 pm E.T.

Large faxed New Account volume near cut-off time may affect standard.

Trade

Execution

Problem

Resolution

GEFTC is a “bank” as that term is defined in Section 3(a)(6) of the Securities Exchange Act, as amended (the “Exchange Act”), and is exempt from registration as a “broker” or “dealer” under the Exchange Act. Subsequent to the May 12, 2001 effective date of relevant provisions of the ▇▇▇▇▇-▇▇▇▇▇-Blilely Act (the “GLB Act”), GEFTC will operate its activities in such a manner so as to remain exempt from broker dealer registration.

GEFTC has received all necessary consents, authorizations and approvals (collectively, the “Approvals”) from any fiduciaries, co-fiduciaries, grantors, beneficiaries or other persons or entities exercising authority or rights with respect to the Clients under any account.

GEFTC has made such disclosures to Clients regarding all third-party service providers we use and any personal information GEFTC passes through to third-party providers in the course of managing Client Accounts.

Clients executing authorizing documents, including the delegation to GEFTC of discretionary investment authority, shall be properly authorized to do so by the person, grantor, trust, institution or other entity the Client represents.

In the event GEFTC provides instructions to Fidelity via a faxed or imaged document, GEFTC represents that it will have the original of that document in its files and will forward to Fidelity upon request.

GEFTC shall be financially responsible for any unsatisfied financial obligation in GEFTC’s firm or Client Accounts in that event that that obligation is the result of instructions, or an order that GEFTC or a third-party service provider working for GEFTC directs to Fidelity.

GEFTC understands and accepts that for a variety of reasons, including verification of securities transactions and other information, Fidelity may monitor and / or tape-record telephone conversations with GEFTC and its employees. GEFTC also understands that such monitoring and/or recording may take place without an audible electronic “beep”, tone or vocal announcement to indicate the line may be recorded. GEFTC consents to such recording and will be solely responsible for notifying, and obtaining the consent of all present GEFTC employees, and any that join GEFTC in the future, that such conversations may be monitored and/or recorded. GEFTC consents to the admission of such recordings as evidence in any adjudication of any dispute or claim arising under this representation should Fidelity wish to admit them.

GEFTC shall not alter the Fidelity custodial agreement, disclosure statement, client agreements, or Client applications provided to GEFTC by Fidelity.

Minimum ticket charge:

Maximum ticket charge:

Cents per share charge:

Rep. assisted trades placed via telephone

Minimum ticket charge:

Maximum ticket charge:

Cents per share charge:

*  Maximum ticket charge shall apply as a ceiling for the Cents per share charge of [***]/share in the case of trades submitted electronically and of [***]/share in the case of Rep. assisted trades placed via telephone, however; trades executed via Fidelity Capital Markets Services Institutional Program Trading capabilities (which may include Domestic Institutional Block Trading, Standard Algorithmic Trading, Proprietary Algorithmic Trading, and Staged CrossStream Trading) will include a surcharge of [***] per share:

customization of execution quality reports for GTFC trades;

participation in business development or referral programs;

provision of additional general marketing consulting services and programs (does not include expenses for reproduction of marketing materials);

consultation and implementation of new TOA workflows; and

consultation and implementation of 401k distribution strategies.

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FI CMS SCANNING FORM

FIMCo Box Number

Firm Name

Firm Number

Contract/Amendment Type

Corresponding Contract ID

Contract Effective Date

Business Unit

Firm Status

Contract Name

Amendment Completed Date

▇▇▇▇▇▇▇▇▇ ▇▇

The attached “Cost Basis Reporting Addendum” (the “Addendum”) is hereby added to the Agreement.

Except as specifically amended hereby, the terms, provisions, conditions, covenants and agreements set forth in the Agreement are hereby confirmed and shall remain in full force and effect.

In the event of a conflict between the terms of the attached Addendum and the terms of the Agreement, the terms of the Agreement shall control.

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CUSTOMER OBLIGATIONS

FIDELITY OBLIGATIONS

WARRANTIES; LIMITATIONS; AND INDEMNIFICATION

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AssetMark Mutual Fund Pricing:

Annual Base Fee ($) (per account):

Custody Fee (bps):

Transaction Fee (on all TF trades):

Transaction Fee Surcharge (NPFF Buy Side Transactions):

Monthly Minimum ($):

Deconversion/Close out Fee:

Proprietary Fund Fee:

Wire Fees:

Payments to AssetMark:

Funds Excluding Proprietary Funds

Expense Reimbursement - NTF (No Transaction Fee)

Expense Reimbursement - RFN (Identified EB Assets Only)

Expense Reimbursement - Asset Based Service Payment

Expense Reimbursement - Asset Based Administrative Fee

Proprietary Funds Only

Expense Reimbursement - NTF (No Transaction Fee)

Expense Reimbursement - RFN (Identified EB Assets Only)

Expense Reimbursement - Asset Based Service Payment

Expense Reimbursement - Asset Based Administrative Fee

AssetMark IS Custody Pricing:

Electronic Equities

Manual Equities

International (USD Settlement) ²

International (Local Currency Settlement) ³

Fixed Income ⁴

Tradeaway Fee

International Tradeaway Fee

Electronic Options

Manual Options

Custody Fee excludes Fidelity fund assets for TrustCustody Customers only.

The funds reserve the right to change or suspend payments or impose certain restrictions at anytime. In accordance therewith, Fidelity may revise or suspend payment at any time.

Expense Reimbursement Program Payments - The Parties agree that all expense reimbursement payments on Funds Excluding Proprietary Funds will be reduced to [***] on February 1st, 2017.

Expense Reimbursement Program Payments - NTF, RFN, and Asset Based Administrative Fees - Statements are published in WealthCentral 1 month following billing period. Payments are made 1 month + 7 days following billing period. If 1 month + 7 days falls on a weekend, payments are made the following business day.

Expense Reimbursement Program Payments - Asset Based Service Payments - Statements and payments are processed the 15th day of the month following billing period, with the exception of certain NTF funds which are processed the 20th day of the month. If the 15th or 20th fall on a weekend, payments are made the following business day.

Expense Reimbursement Service Payment - NTF - Payments from Fidelity to reimburse TPA and/or bank trust organizations for administrative expenses associated with providing services to a retirement plan or trust account. Payments are paid based on an “expected basis” based on the fees negotiated by Fidelity.

Expense Reimbursement Service Payment - RFN - Additional payments from Fidelity for participant recordkeeping and related costs associated with the servicing of employee benefit plans. Please note that the RFN component is only paid with respect to eligible employee benefit assets when TPA and/or bank trust organizations associated with such assets have signed an attestation stating that their accounts are eligible employee benefit assets and are in the appropriate RFN branch prefixes. Some funds may have special requirements in support of the TPA Retirement Network program (e.g., NAV requirements). Please contact the individual fund company directly for more details. Payments are paid based on an “expected basis” based on the fees negotiated by Fidelity.

Expense Reimbursement - Asset Based Service Payments - Payments shall be paid from Fidelity to ATC to pay or reimburse ATC for expenses associated with services performed for their clients. This amount may coincide with the fee that would otherwise be payable if it were being made pursuant to a Rule 12b-1 arrangement as indicated in the fund’s prospectus. The amounts paid are based on the fees actually received by Fidelity from the Fund company or a service provider to the fund, such as the fund adviser or principal underwriter, and may differ from those stated in either the applicable fund prospectus or herein, with the exception of certain NTF funds which are paid based on an “expected basis” based on the fees negotiated by Fidelity.

Expense Reimbursement - Asset Based Administrative Fees - Asset Based Administrative Fees are paid by certain fund companies on non-NTF positions in lieu of a per position fee. Payments are paid based on an “expected basis” based on the fees negotiated by Fidelity.

Proprietary Funds include funds advised by AssetMark, Inc., and include funds in the GPS Funds I and GPS Funds II series trusts and are generally named GuideMark and GuidePath. Proprietary Funds also include the Genworth Financial Contra Fund (cusip number: ▇▇▇▇▇▇▇▇▇), soon to be known as the Savos Dynamic Hedging Fund advised by Altegris Advisors, L.L.C.

Each party has the right to reevaluate pricing every year.

Please contact your Fidelity relationship manager to discuss pricing related to transactions in securities/trading types other than those listed herein. In the event that you place an order prior to executing an amendment specific to the pricing of such securities/trading types, you agree to pay the Fidelity standard pricing then in effect for such securities/trading types, as may be amended by Fidelity from time to time. A Fidelity Transaction Pricing Schedule is available upon request.

Soon after the effectiveness of this Amendment #2, ATC shall transfer to Fidelity for services under the Agreement substantially all the mutual fund assets held in ATC custodial Accounts, currently approximately [***]. The Parties acknowledge that the actual amount converted may be greater than or less than [***] due to market activity or client issues. Immediately after such mutual fund assets have been transferred to Fidelity, Fidelity shall lower the Electronic Equities pricing to [***] per share, from [***]

Beginning on the date of the completion of the transfer to Fidelity of substantially all the mutual fund assets held in ATC custodial Accounts after the effectiveness of this Amendment #2, the expense reimbursement payments from Fidelity to ATC shall be based on the rates Fidelity provided to ATC by email on May 1, 2015, with the exception of the following funds: CNR Intermediate Fixed Inc N, CNR Emerging Markets N, and CNR Fixed Inc Opportunities N fund. ATC acknowledges that fund families may renegotiate rates paid to Fidelity, but Fidelity shall use commercially reasonable efforts to negotiate reasonable expense reimbursement payments.

Fidelity shall build and launch for use by ATC an enhanced daily accrual dividend file capability. The enhanced capabilities will include a daily file with cusip, pay date, month-to-date accrual amount, share quantity, and other related data elements required to calculate and reconcile daily accrual balances.

Fidelity shall launch for use by ATC an enhancement to the daily income feature to expand the rate field to 5 decimals.

Maximum ticket charge shall apply as a ceiling for the Cents per share charge of [***]/share in the case of trades submitted electronically and of [***]/share in the case of Rep. assisted trades placed via telephone, however; trades executed via Fidelity Capital Markets Services Institutional Program Trading capabilities (which may include Domestic Institutional Block Trading, Standard Algorithmic Trading, Proprietary Algorithmic Trading, and Staged CrossStream Trading) will include a surcharge of $.005 per Share.

Except for Canada, where price is [***] per share if share price is greater than [ ***], [ ***] per share if share price is less than [***]. Fx component of trade is [***] for Canada and [***] for all other countries

Pricing varies by country consisting of a flat per trade fee and a basis point fee on principal. Schedule available via your relationship manager.

Certain fixed income transactions are subject to additional fees including [***] for Commercial Paper, [***] for government T-bills auction orders placed through the trading desk. For agency business, Muni-Resets and Auction Rate Preferred securities are charged a [***] transaction fee and Exchange Traded fixed income securities are [***] per bond with a [***] minimum. UIT’s are charged [***] per trade.

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6/23/2015

FI CMS SCANNING FORM

Box Number

Firm Name

Firm Number

Contract/Amendment Type

Contract ID

Contract/Amendment Effective Date

Business ▇▇▇▇

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Notes Field

The attached “Trade Away Addendum” (the “Addendum”) is hereby added to the Subcustodial and Service Agreement.

Except as specifically amended hereby, the terms, provisions, conditions, covenants and agreements set forth in the Subcustodial and Service Agreement are hereby confirmed and shall remain in full force and effect.

If any provision of the attached Addendum conflicts or is inconsistent with any provision of the Subcustodial and Service Agreement, the provisions of this Addendum will control for securities transactions executed by Executing Brokers on behalf of IMA Manager’s Clients.

FIDELITY

Terms

AssetMark Mutual Fund Pricing:

Annual Base Fee ($) (per account):

Custody Fee (bps):

Transaction Fee (on all TF trades):

Transaction Fee Surcharge (NPFF Buy Side Transactions):

Monthly Minimum ($):

Deconversion/Close out Fee:

Proprietary Fund Fee:

Wire Fees:

Payments to AssetMark:

Funds Excluding Proprietary Funds

Expense Reimbursement - NTF (No Transaction Fee)

Expense Reimbursement - RFN (Identified EB Assets Only)

Expense Reimbursement - Asset Based Service Payment

Expense Reimbursement - Asset Based Administrative Fee

Proprietary Funds Only

Expense Reimbursement - NTF (No Transaction Fee)

Expense Reimbursement - RFN (Identified EB Assets Only)

Expense Reimbursement - Asset Based Service Payment

Expense Reimbursement - Asset Based Administrative Fee

AssetMark IS Custody Pricing:

Electronic Equities

Manual Equities

International Equities (USD Settlement)²

International Equities (Local Currency Settlement)

Fixed Income (Domestic and International)

Domestic Tradeaway Fee

International Tradeaway Fee

Electronic Options

Manual Options

Custody Fee excludes Fidelity fund assets for TrustCustody Customers only.

The funds reserve the right to change or suspend payments or impose certain restrictions at anytime. In accordance therewith, Fidelity may revise or suspend payment at any time.

Expense Reimbursement Program Payments – NTF, RFN, and Asset Based Administrative Fees – Statements are published in WealthCentral 1 month following billing period. Payments are made 1 month + 7 days following following billing period. If 1 month + 7 days falls on a weekend, payments are made the following business day.

Expense Reimbursement Program Payments – Asset Based Service Payments – Statements and payments are processed the 15^th day of the month following billing period, with the exception of certain NTF funds which are processed the 20^th day of the month. If the 15^th or 20^th fall on a weekend, payments are made the following business day.

Expense Reimbursement Program Payment – NTF - Payments from Fidelity to reimburse TPA an/or bank trust organizations for administrative expenses associated with providing services to a retirement plan or trust account. Payments are based on an “expected basis” based on the fees negotiated by Fidelity.

Expense Reimbursement Service Payment – RFN – Additional payments from Fidelity for participant recordkeeping and related costs associated with the servicing of employee benefit plans. Please note that the RFN component is only paid with respect to eligible employee benefit assets when TPA and/or bank trust organizations associated with such assets have signed an attestation stating that their accounts are eligible employee benefit assets and are in the appropriate RFN branch prefixes. Some funds may have special requirements in support of the TPA Retirement Network Program (e.g., NAV requirements). Please contact the individual fund company directly for more details. Payments are paid based on an “expected basis” based on the fees negotiated by Fidelity.

Expense Reimbursement – Asset Based Service Payments – Payments shall be paid from Fidelity to ATC to pay or reimburse ATC for expenses associated with services performed for clients. This amount may coincide with the fee that would otherwise be payable if it were being made pursuant to a Rule 12b-1 arrangement as indicated in the fund’s prospectus. The amounts paid are based on the fees actually received by Fidelity from the Fund company or a service provider to the fund, such as the fund advisor or principal underwriter, and may diffor from those stated in either the applicable fund prospectus or herein, with the exception of certain NTF funds which are paid based on an “expected basis” based on the fees negotiated by Fidelity.

Maximum ticket charge shall apply as a ceiling for the Cents per share charge of [***]/share in the case of trades submitted electronically and of [***]/share in the case of Rep. assisted trades placed via telephone, however; trades executed via Fidelity Capital Markets Services Institutional Program Trading capabilities (which may include Domestic Institutional Block Trading, Standard Algorithmic Trading, Proprietary Algorithmic Trading, and Staged CrossStream Trading) will include a surcharge of [***] per share.

Except for Canada, where price is [***] per share if share price is greater than [***], [***] per share if share price is less than [***]. Fx component of trade is [***] for Canada and [***] for all other countries.

Pricing varies by country consisting of a flat per trade fee and a basis point fee on principal. Schedule available via your relationship manager.

Certain fixed income transactions are subject to additional fees including [***] for Commercial Paper, [***] for government T-bills auction orders placed through the trading desk. For agency business, Muni-Resets and Auction Rate Preferred securities are charged a [***] transaction fee and Exchange Traded fixed income securities are [***] per bond with a [***] minimum. UIT’s are charged [***] per trade.

Expense Reimbursement – Asset Based Administrative Fees – Asset Based Administrative Fees are paid by certain fund companies on non-NTF positions in lieu of a per position fee. Payments are made on an “expected basis” based on the fees negotiated by Fidelity.

Proprietary Funds include funds advised by AssetMark, Inc., and include funds in the GPS Funds I and GPS Funds II series trusts and are generally named GuideMark and GuidePath. Proprietary Funds also include the Genworth Financial Contra Fund (cusip number: ▇▇▇▇▇▇▇▇▇), soon to be known as the Savos Dynamic Hedging Fund advised by Altegris Advisors, L.L.C.

Each party has the right to reevaluate pricing every year.

Fidelity may collect Per Position on Transaction Fee funds, but shall not pay such fees to the customer.

Please contact your Fidelity relationship manager to discuss pricing related to transactions in securities/trading types other than those listed herein. In the event that you place an order prior to executing an amendment specific to the pricing of such securities/trading types, you agree to pay the Fidelity standard pricing then in effect for such securities/trading types, as may be amended by Fidelity from time to time. A Fidelity Transaction Pricing Schedule is available upon request.

The expense reimbursement payments from Fidelity to ATC shall be based on the rates Fidelity provided to ATC by email on May 1, 2015, with the exception of the following funds: CNR Intermediate Fixed Inc. N, CNR Emerging Markets N, and CNR Fixed Inc Opportunities N fund. ATC acknowledges that fund families may negotiate rates paid to Fidelity, but Fidelity shall use commercially reasonable efforts to negotiate expense reimbursement payments.

Fidelity shall build and launch for use by ATC an enhanced daily accrual dividend file capability. The enhanced capabilities will include a daily file with cusip, pay date, month-to-date accrual amount, share quality, and other related daya elements required to calculate and reconcile daily accrual balances.

Fidelity shall launch for use by ATC on enhancement to the daily income feature to expand the rate field to 5 decimals.

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6/19/2018

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Not Offered via DocuSign

Not Offered via DocuSign

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Sent: 6/19/2018

Viewed: 6/19/2018

Not Offered via DocuSign

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Sent: 6/19/2018

Viewed: 6/19/2018

Not Offered via DocuSign

Not Offered via DocuSign

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By:

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Name:

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AssetMark Payments to Fidelity:

AssetMark Mutual Fund Pricing:

Annual Base Fee ($) (per account):

Subcustodial and Service Fee (bps):

Transaction Fee (on all TF trades):

Transaction Fee Surcharge (NPFF Buy Side Transactions):

Monthly Minimum ($):

Deconversion/Close out Fee:

Proprietary Fund Fee:

Wire Fees:

*   Subcustodial and Service Fee – Mutual Fund & Individual Securities – Tiered (bps):

First $10B

Next $10B

Next $10B

Next $10B

Next $10B

Over $50B

Fidelity Payments to AssetMark:

Funds Excluding Proprietary Funds

Expense Reimbursement – NTF (No Transaction Fee)

Expense Reimbursement – RFN (Identified EB Assets Only)

Expense Reimbursement – Asset Based Service Payment

Expense Reimbursement – Asset Based Administrative Fee

Proprietary Funds Only

Expense Reimbursement – NTF (No Transaction Fee)

Expense Reimbursement – RFN (Identified EB Assets Only)

Expense Reimbursement – Asset Based Service Payment

Expense Reimbursement – Asset Based Administrative Fee

AssetMark IS Custody Pricing:

Custody Fee (per IS position per year)

Electronic Equities

Manual Equities

International Equities (USD Settlement)¹

International Equities (Local Currency Settlement)²

Fixed Income (Domestic and International)³

Domestic Tradeaway Fee – Until and Including November 30, 2018

Domestic Tradeaway Fee – After November 30, 2018

International Tradeaway Fee

Electronic Options

Manual Options

Custody Fee excludes Fidelity fund assets for TrustCustody Customers only.

The funds reserve the right to change or suspend payments or impose certain restrictions at anytime. In accordance therewith, Fidelity may revise or suspend payment at any time.

Expense Reimbursement Program Payments – NTF, RFN, and Asset Based Administrative Fees – Statements are published in WealthCentral 1 month following billing period. Payments are made 1 month + 7 days following following billing period. If 1 month + 7 days falls on a weekend, payments are made the following business day.

Expense Reimbursement Program Payments – Asset Based Service Payments – Statements and payments are processed the 15^th day of the month following billing period, with the exception of certain NTF funds which are processed the 20^th day of the month. If the 15^th or 20^th fall on a weekend, payments are made the following business day.

Expense Reimbursement Program Payment – NTF- Payments from Fidelity to reimburse TPA an/or bank trust organizations for administrative expenses associated with providing services to a retirement plan or trust account. Payments are based on an “expected basis” based on the fees negotiated by Fidelity.

Expense Reimbursement Service Payment – RFN – Additional payments from Fidelity for participant recordkeeping and related costs associated with the servicing of employee benefit plans. Please note that the RFN component is only paid with respect to eligible employee benefit assets when TPA and/or bank trust organizations associated with such assets have signed an attestation stating that their accounts are eligible employee benefit assets and are in the appropriate RFN branch prefixes. Some funds may have special requirements in support of the TPA Retirement Network Program (e.g., NAV requirements). Please contact the individual fund company directly for more details. Payments are paid based on an “expected basis” based on the fees negotiated by Fidelity.

Expense Reimbursement – Asset Based Service Payments – Payments shall be paid from Fidelity to ATC to pay or reimburse ATC for expenses associated with services performed for clients. This amount may coincide with the fee that would otherwise be payable if it were being made pursuant to a Rule 12b-1 arrangement as indicated in the fund’s prospectus. The amounts paid are based on the fees actually received by Fidelity from the Fund company or a service provider to the fund, such as the fund advisor or principal underwriter, and may differ from those stated in either the applicable fund prospectus or herein, with the exception of certain NTF funds which are paid based on an “expected basis” based on the fees negotiated by Fidelity.

Expense Reimbursement – Asset Based Administrative Fees – Asset Based Administrative Fees are paid by certain fund companies on non-NTF positions in lieu of a per position fee. Payments are made on an “expected basis” based on the fees negotiated by Fidelity.

Proprietary Funds include funds advised by AssetMark, Inc., and include funds in the GPS Funds I and GPS Funds II series trusts and are generally named GuideMark and GuidePath. Proprietary Funds also include cusip number ▇▇▇▇▇▇▇▇▇, the Savos Dynamic Hedging Fund advised by AssetMark, Inc.

Each party has the right to reevaluate pricing every year.

Except for Canada, where price is [***] per share if share price is greater than [***], [***] per share if share price is less than [***]. Fx component of trade is [***] for Canada and [***] for all other countries.

Pricing varies by country consisting of a flat per trade fee and a basis point fee on principal. Schedule available via your relationship manager.

Certain fixed income transactions are subject to additional fees including [***] for Commercial Paper, [***] for government T-bills auction orders placed through the trading desk. For agency business, Muni-Resets and Auction Rate Preferred securities are charged a [***] transaction fee and Exchange Traded fixed income securities are [***] per bond with a [***] minimum. UIT’s are charged [***] per trade.

Fidelity may collect Per Position on Transaction Fee funds, but shall not pay such fees to the customer.

Please contact your Fidelity relationship manager to discuss pricing related to transactions in securities/trading types other than those listed herein. In the event that you place an order prior to executing an amendment specific to the pricing of such securities/trading types, you agree to pay the Fidelity standard pricing then in effect for such securities/trading types, as may be amended by Fidelity from time to time. A Fidelity Transaction Pricing Schedule is available upon request.

The expense reimbursement payments from Fidelity to ATC shall be based on the rates Fidelity provided to ATC by email on May 1, 2015, with the exception of the following funds: CNR Intermediate Fixed Inc. N, CNR Emerging Markets N, and CNR Fixed Inc Opportunities N fund. ATC acknowledges that fund families may negotiate rates paid to Fidelity, but Fidelity shall use commercially reasonable efforts to negotiate expense reimbursement payments.

Fidelity shall build and launch for use by ATC an enhanced daily accrual dividend file capability. The enhanced capabilities will include a daily file with cusip, pay date, month-to-date accrual amount, share quality, and other related data elements required to calculate and reconcile daily accrual balances.

Fidelity shall launch for use by ATC on enhancement to the daily income feature to expand the rate field to [***] decimals.