CHECKFREE APL MASTER AGREEMENT

TERM AND PRICING

For a period of three (3) years (the “Term”), CKFR agrees to furnish Client with access to its customized version of the System. CKFR will give Client pricing based on the combined number of accounts Of all Authorized Parties as stated in Schedule 1 (attached hereto), except as stated in Section 1.5.

Client and Authorized Parties will have access to the System by means of thirty (30) active ports. Such access will normally be between the hours of 8:00 a.m. and 6:00 p.m., Eastern Time, Monday through Friday. Client and Authorized Parties will have access at other times subject to CKFR’s reasonable discretion based on usage considerations.

CKFR will provide Client and Authorized Party personnel with the documentation, training, and assistance necessary to implement access to the System. If an Authorized Party requires additional services, such services will be negotiated between CKFR and Client and paid for by Client as long as Client has given prior approval for such services.

The monthly rates and minimum payments applicable to the System are set forth on Schedule 1 hereto, with the rate to be determined in each instance based on the type of account, as further listed on Schedule 1 hereto, except as stated in Section 1.5.

Notwithstanding the pricing set forth on Schedule 1 hereto, if an Authorized Party is a current client of CKFR or is processing accounts on the System at the time of becoming an Authorized Party (each such pre-existing client of CKFR being hereinafter referred to as a “PEC”), Client will be responsible for such PEC’s then current account pricing for six (6) months from the time in which Client has assumed full responsibility for servicing such accounts. This period of time shall be known as the “Wait Period”. Client and CKFR acknowledge that during the Wait Period there may be a transition of account servicing responsibilities from the PEC to Client. CKFR shall pass on the discounts associated with Schedule 1 the month immediately following the Wait Period as Client assumes the servicing of those accounts. The example below illustrates the invoicing of the Wait Period.

January 2005—June 2005; then current PEC pricing for all accounts

July 2005—December 2005: - then current PEC pricing for 15,000 accounts; Schedule 1 pricing for 5000 accounts

January 2006—June 2006: then current PEC pricing for 10,000 accounts; Schedule 1 pricing for 10,000 accounts

July 2006—October 2007: then current PEC pricing for 5,000 accounts; Schedule 1 pricing for 15,000 accounts

November 2007—thereafter: Schedule 1 pricing

Notwithstanding the above language, CKFR shall not charge more than the following monthly per account rates by product.

•  Mutual Fund Wrap Accounts

•  Separately Managed Wrap Accounts

•  ETF Wrap Accounts

•  Multiple Strategy Portfolio Accounts

•  Administrative Accounts

•  Funding Accounts

In the event that Client and CKFR desire to cover additional types of accounts or include other Authorized Parties under, or remove Authorized Parties from, the terms of this Agreement, Client and CKFR may amend the schedules and addenda hereto by mutual agreement of Client and CKFR in writing.

Payments due under this agreement are to be made within thirty (30) calendar days of receipt by Client of the invoice. Client agrees to pay any applicable taxes, including state and local, levied or based on this charge or the Agreement (excluding income taxes payable by CKFR). Payments made by credit card shall incur a [***] percent ([***]%) surcharge.

Late Fees, In the event Client fails to pay any fee or charge on or before the due date specified by this Agreement, CKFR reserves the right to impose a late fee equal to 1¹⁄₂% of the delinquent amount for each month or partial month that the amount remains unpaid (or, if less, the maximum amount permitted by law).

CKFR also offers certain Optional Services that are not included in the System and that are priced separately. Addendum A to this Agreement lists the Optional Services that are available upon request. The Optional Services are subject to change over time and are not all- inclusive.

CKFR will make available the services and functions as described in the System users guide, to be provided to the Authorized Parties upon execution of this Agreement, and the ▇▇▇▇▇▇▇ on-line enhancements bulletin board. Authorized Parties will have access to additional services and functions that are released to the System user base generally. In the event that CKFR is requested to provide additional custom programming it will do so at the rate of [***] ($[***]) per hour. Software analysis will be provided to analyze, facilitate, implement and test programming as described herein at the rate of [***] dollars ($[***]) per hour.

CKFR shall not agree to provide, or provide, to any Authorized Party any Optional Services or other services not specifically contemplated hereby without Client’s prior written consent thereto, if such services would result in the incurrence of additional fees by Client and Client shall have no responsibility or liability to CKFR for any fees incurred without such prior written consent.

Client and CKFR hereby acknowledge that they have executed a letter agreement dated March 14, 2006 (the Letter Agreement”), whereby the parties reached an agreement on the use by Client of a specific tool developed by CKFR (as described in such Letter Agreement). The parties hereto agree and acknowledge that the Letter Agreement shall survive until the termination or expiration of this Agreement, The parties further acknowledge that the reference to “Section 1.12” in the Letter Agreement to the Old Agreement should have been to “Section 1.5” of the Old Agreement.

During the term of this Agreement, Client may request CKFR to develop a specific and specialized competitive modification to the System (a “Tool”). If CKFR agrees to develop the Tool, and if CKFR expressly agrees in a writing signed by both parties (which shall not include a facsimile or email) (the “Use Agreement”), Client shall enjoy (subject to the terms and conditions below and in such Use Agreement) exclusive use of such particular Tool for a defined period of time agreed to by Client and CKFR in such Use Agreement (the “Restricted Period”). In such case, CKFR will not sell or utilize the Tool, as developed, for other CKFR clients for the Restricted Period. Client agrees, however, that CKFR shall not be restricted from designing, developing, creating, selling and implementing similar or identical functionality, features and/or tools to or for other CKFR client(s), so long as CKFR and such client(s) undertake the design and creation of such functionality, features and/or tools by utilizing a discovery and collaborative process similar to that which was followed by CKFR and Client during the design and creation of the Tool. During such process, CKFR shall not divulge, reveal or provide specific information about the Tool to such other client(s). However, if through the discovery and collaborative process, CKFR and such client(s) are able to create and/or develop functionality, features and/or tools that are similar to, or even identical to, the Tool, CKFR shall not be in violation of the Agreement by creating and providing these functionalities, features and/or tools to such client(s). Further, with respect to CKFR products and services made generally available to CKFR’s customer base, CKFR shall not be prohibited from offering any features, functionality and/or tools in such products and services that separately, or in conjunction with other features, functionality and/or tools perform similar to any Tool(s), so long as the Tool(s), as specifically designed and created by CKFR for Client is not included in such CKFR products or services. Client acknowledges and agrees that, between itself and CKFR, CKFR owns all of the rights (including any and all intellectual property rights), title and interest in and to the System, including all modifications (including the Tool), enhancements and releases thereto. Nothing in this Agreement shall be construed to infer the provision of any such rights to AssetMark.

CONFIDENTIAL INFORMATION

WARRANTY AND LIMITATION OF LIABILITY

CKFR SHALL INDEMNIFY AND HOLD CLIENT HARMLESS FROM ALL FINES, PENALTIES, LOSSES, LIABILITIES, DAMAGES, CLAIMS, AND COSTS (INCLUDING REASONABLE ATTORNEYS’ FEES AND COURT COSTS), CAUSED AS A RESULT OF CKFR’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, CKFR’S BREACH OF INTELLECTUAL PROPERTY RIGHTS OR CLIENT’S CONFIDENTIALITY PROVISIONS. If any claim is brought alleging infringement or the violation of any intellectual property right, the alleged infringing party will avoid any further possible infringement of the intellectual property right in question. The alleged infringing party will seek to resolve the claim in consultation with the non-infringing party, either by means of alternative arrangements for the Services, or by obtaining permission to use the intellectual property in question.

EXCEPT AS OTHERWISE STATED IN SECTION 3.1, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES. ANY CLAIM FOR DAMAGES AGAINST CKFR, OTHER THAN AS PROVIDED FOR HEREIN, SHALL BE LIMITED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE SYSTEM FEES PAID BY CLIENT TO CKFR FOR EACH AFFECTED AUTHORIZED USER PURSUIANT TO THIS AGREEMENT FOR THE TWO (2) CALENDAR MONTHS IMMEDIATELY PRECEEDING THE MONTH THAT GAVE RISE TO THE DAMAGES.

Fixed Income Securities are complicated financial instruments. There are many methodologies (including computer-based analytical modeling and individual security evaluations*) available to generate approximations of their market value, and there is significant professional disagreement about which is best. No evaluation method, including those used by CKFR, may consistently generate approximations that correspond to actual “traded” prices of the instruments.

The System contains evaluations; however, Client acknowledges that there may be errors or defects in the System evaluations and may be inappropriate for use in certain applications.

Client acknowledges and agrees that Client assumes all responsibility for edit checking, external verification of evaluations, and ultimately the appropriateness of use of evaluations and other pricing data provided via the System, regardless of any efforts made by CKFR or any of its third party suppliers in this respect. Client agrees to indemnify and hold CKFR and its third party suppliers completely harmless in the event that errors, defects, or inappropriate evaluations are made available to Client via the System.

Individual security evaluations are used for miscellaneous issues that may not fit into any of data supplier’s current evaluation models. These issues are evaluated on a case-by-case basis. Data suppliers concentrate on integrity within both market sector and issuer, examine the individual characteristics of each issue, and confer with broker/dealers and other information sources. Market sources are contacted by CKFR’s data suppliers when appropriate for the particular issue. These issue types include but are not limited to non-investment grade issues and issues with special terms and conditions. These issues are subject to the same quality control standards applied to other evaluations provided by CKFR’s data suppliers.

INTELLECTUAL PROPERTY

CKFR shall own all right, title and interest in and to all of the System, software, software code (including source code) and documentation CKFR supplies to Client in the performance of this Agreement, including without limitation all error corrections, updates, upgrades, enhancements and custom programming, all patents, copyrights and other intellectual property rights therein.

Each party shall have or obtain all necessary licenses and governmental approvals to use any and all intellectual property that may be shared between the parties.

Each party will hold harmless and indemnify the other party and, at the other party’s option, defend the other party from and against any and all fines, penalties, losses, liabilities, damages, claims, and costs (including reasonable attorneys’ fees and court costs), arising out of or incurred as a result, directly or indirectly, of any alleged or actual infringement or violation of any right, or alleged right, relating to intellectual property, to include any patent, copyright or trade secret.

In addition, if any claim is brought alleging infringement or the violation of any intellectual property right, the alleged infringing party will avoid any further possible infringement of the intellectual property right in question. The alleged infringing party will seek to resolve the claim in consultation with the non-infringing party, either by means of alternative arrangements for the Services, or by obtaining permission to use the intellectual property in question.

ASSIGNMENT

TERMINATION

This Agreement will automatically renew and extend for successive twelve (12) month terms (“Renewal Term”), commencing at the conclusion of the Initial Term or any Renewal Term unless either Client or CKFR gives contrary notice at least one hundred and eighty (180) days prior to the expiration of the Initial Term or the then current Renewal Term. Upon termination, the obligations of a continuing nature shall continue to be binding and in full force and effect, including, without limitation, those reflected in the following sections of this Agreement: section 2, section 3 and section 4. Notwithstanding the foregoing, Client is hereby granted the right at its option to terminate this Agreement for its convenience at any time after the first eighteen (18) months by giving one hundred and eighty (180) days prior written notice of termination, and by the payment to CKFR of an amount equal to the higher of the applicable fees or the minimum fee for the months remaining in the term. In addition, if either party breaches the terms of this Agreement and fails to cure such breach within thirty (30) days of written notice from the non-breaching party, then, at the option of the nonbreaching party, this Agreement shall terminate. Upon termination for any reason, Client shall instruct all Authorized Parties that it is unable to provide services related to the System.

DATA

MISCELLANEOUS

CKFR hereby affirms that it complies with the Financial Services Modernization Act of 1999 (▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act) regarding ‘Privacy’ of ‘non-public personal information’ as stated in Title V of that Act and promulgated by the Federal Reserve Board in Regulation P.

If any provision of this Agreement (or any portion thereof) shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder hereof shall not in any way be affected or impaired thereby.

The headings in this Agreement are intended for convenience of reference and shall not affect its interpretation.

The parties do not intend the benefits of this Agreement to inure to any third party, and nothing contained herein shall be construed as creating any right, claim or cause of action in favor of any such third party against either of the parties hereto.

This Agreement shall be governed by the laws of the State of Delaware without regard to choice of law principals.

Service of all notices under this Agreement shall be in writing and sent by either U.S. Certified Mail, return receipt requested, postage paid, addressed to the party to be served notice, or by nationally recognized overnight mail service, at the following addresses. All such notices and communications shall be effective upon receipt.

Each of the individuals executing this Agreement on behalf of CKFR and Client hereby represents and warrants that he/she is duly authorized by all necessary action to execute this Agreement on behalf of his/her respective principal.

This Agreement constitutes the entire agreement and supercedes any prior agreement(s) between the parties hereto with respect to the subject matter of this Agreement and there are no representations, understandings or agreements that are not fully expressed herein. All changes, waivers, and discharges must be in a writing signed by an authorized representative of the party against which the change, waiver or discharge is sought to be enforced.

This Agreement may be executed in multiple counterparts, each of which shall constitute an original and all of which when taken together shall constitute but one and the same instrument.

AssetMark Investment Services

(“Client”)

CheckFree Investment Services

a Division of CheckFree Services Corporation

(“CKFR”)

Includes bookkeeping transactions via interface, post/reconcile trades via interface, postscript reporting and performance calculations. Excludes Windows build.

Includes bookkeeping transactions via interface, post/reconcile trades via interface. Excludes Performance. The maximum period of time that CKFR agrees to invoice a funding account is limited to three months.

PostScript based Client Reporting (Graphical)

Interfaces – new developed interfaces or existing interfaces

Securities Pricing other than listed U.S. equities

Ancillary securities information such as factors and ratings

▇▇ ▇▇▇▇▇ Municipal Bond Pricing

Faxing

15 Minute Delay Quote Terminal

PostScript Printing

Printing – other than quarterly monitor

Outsourcing (third party vendor’s print/fulfillment services)

APL Archive

Additional On-site Training/Support

Communications Equipment

Dedicated and Leased Line(s)

Electronic delivery of statements – APL Navigator

CD ROM bum

Client Initiated Disaster Recovery & Network testing

Terminal Emulation Software – KEA

Communications Software – VPN token (incurs a monthly per-token communications charge)

Directory Setup

Source (s) of data files

Number of ports

Number of accounts

Data files being converted

Implementation of “existing” interfaces

Creation of “new” interfaces

Customized ASCII text reports (samples provided)

Customized functionality

Performance sectors

PostScript report customization

Standard Billing System

COMMUNICATION COSTS - TBD

12/2/2010

Amendment #1

AIS

Genworth Financial Wealth Management, Inc.

▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ #▇▇▇

▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

United States

▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇-▇▇▇-▇▇▇▇

Date Contract Rec’d

Contract Format

Type of Service

Group Responsible

If CAM, Team #

12/16/2010

Original

Hosted (i.e. APL)

CAM

CAM Team 12

/s/ X [Authorized Signatory]            12/17/2010            

☒ /s/ ▇▇▇ ▇▇▇▇ 12/20/10

☐   ▇▇▇▇ ▇▇▇▇▇-Minafia (Client Svcs. — SOWs $25,000.00 & less)

☒ ▇▇▇▇▇▇▇▇ Bunge / ▇▇▇ ▇▇▇▇▇▇▇▇▇ (Finance)

☐   ▇▇▇▇ ▇▇▇▇▇▇▇ (Group President—Financial Institutions Group)

☐   Finance
JERSEY CITY/
▇▇▇▇▇▇ PLAINS/
UNITED KINGDOM

/s/ ▇▇▇▇▇▇▇▇ Bunge 12/28/10

☐   ▇▇▇▇ ▇▇▇▇▇▇▇ (SVP, Client Services—IS)

☐   ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (President—Investment Services)

☐   Legal Department

Contract Repository

☐   ▇▇▇▇▇▇ ▇▇▇▇▇ (Client Svcs. — SOWs $25,000.00 & less)

☐   ▇▇▇▇▇ ▇▇▇▇ (SVP, Business Development)

☐   ▇▇▇▇▇▇▇ ▇▇▇▇▇ (Client Svcs.—SOWs $25,000.00 & less)

☐   ▇▇▇▇▇ ▇▇▇▇▇ (Client Svcs.—SOWs $25,000.00 & less)

Original

☐   ▇▇▇▇▇ ▇▇▇▇▇ (Client Svcs.—SOWs $25,000.00 So less)

☐   Client-sent via UPS (see Legal for tracking number)

☐   Contract File Cabinets

As of the Amendment Effective Date and notwithstanding anything to the contrary in the Agreement, CheckFree hereby agrees to increase the number of ports that the Client uses to access the System by fifteen (15) ports, for a collective use of forty-five (45) ports (“Total Ports”), at no additional costs to the Client. Additional ports requested by Client in excess of the Total Ports shall be billable to and payable by Client at CKFR’s then-current rate per port per month.

EFFECT OF AMENDMENT: Except as otherwise expressly provided in this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect.

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇

9/7/2011

Amendment #2

Genworth Financial Wealth Mgmt

United States

Date Contract Rec’d

Contract Format

Type of Service

Group Responsible

If CAM, Team #

10/19/2011

Original

Hosted (i.e. APL)

Signature/Initials - please date

Executed Contract Distribution:

☐   Client–sent via UPS (see Legal for tracking number)

☐   Finance

JERSEY CITY/

▇▇▇▇▇▇ PLAINS/

UNITED KINGDOM

☐   Contract File Cabinets

☐

▇▇▇▇ ▇▇▇▇▇▇▇ (SVP, Client Services - IS)

☐   Legal Department

  Contract Repository

Schedule 1 of the Agreement is hereby modified to include the following:

The MSP Active Account per account fee of $[***] per month shall remain in effect while this Amendment remains in force.

This Amendment shall expire on June 30, 2012 or upon the execution of a new APL license Agreement between the parties, whichever occurs sooner.

EFFECT OF AMENDMENT: Except as otherwise expressly provided in this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect.

/s/ ▇▇▇▇▇▇ ▇▇▇▇

/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

8/6/2012

Amendment No. 3

Genworth Financial Wealth Management, Inc.

▇▇▇▇ ▇▇▇▇

Date Contract Rec’d

Contract Format

Type of Service

Group Responsible

If CAM, Team #

8/6/2012

.PDF

Hosted (i.e. APL)

Signature/Initials - please date

Executed Contract Distribution:

▇▇▇▇▇▇▇▇ Bunge / ▇▇▇ ▇▇▇▇▇▇▇▇▇ (Finance)

/s/ ▇▇▇▇▇▇▇▇ Bunge 12/28/10

☐   Client – sent via UPS (see Legal for tracking number)

☐   Contract File Cabinets

☐   Finance

JERSEY CITY/

▇▇▇▇▇▇ PLAINS/

UNITED KINGDOM

☐   Legal Department

  Contract Repository

Effective with the Amendment Effective Date, the following fees for the Existing Data shall be deleted from the Client’s monthly invoice:

Description

Unit Price

EFFECT OF AMENDMENT: Except as otherwise expressly provided in this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect.

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇

/s/ ▇▇▇▇ ▇▇▇▇

▇▇▇▇▇ ▇▇▇▇▇▇▇

▇▇▇▇ ▇▇▇▇

SVP

CFO

8/8/12

8/3/2012

1/1/2013

Amendment No. 5

Genworth Financial Wealth Mgmt

United States

Date Contract Rec’d

Contract Format

Type of Service

9/5/2013

PDF

Hosted (i.e. APL)

/s/ ▇▇▇▇▇▇    9-5-2013            

☒   ▇▇▇▇▇ ▇▇▇▇▇▇▇ (Legal)

Original

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ 9/5/2013

☒   ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (Finance)

☐   Client - sent via UPS (see Legal for tracking number)

☐   Jersey City

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇/ ▇▇▇▇▇▇▇▇ Bunge 9/5/2013

☒   ▇▇▇▇▇▇ ▇▇▇▇ (President)

☐   Salesperson

☐   Los Angeles

/s/ ▇▇▇▇▇▇ ▇▇▇▇ 9/5/13

☐   Dough ▇▇▇▇▇ (SVP)

☐ Relationship Manager

☐   ▇▇▇▇▇▇ Plains

☐   ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (VP)

☐   United Kingdom

☐   ▇▇▇▇ ▇▇▇▇▇▇▇ (Group President - Financial Institutions Group)

☐ Contract Repository.

/s/ ▇▇▇▇▇▇ ▇▇▇▇

/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

09/04/13

Client Short Name:

United States

I hereby certify that I have compared the attached signed contract document to the final version submitted to the Client for signature (as such was approved internally) and that there have been no modifications.

/s/ ▇▇▇▇▇▇     9-5-2013

Date Released to Authorized Signatory for signature:

Salesperson(s):

▇▇▇▇ ▇▇▇▇▇▇▇▇

Relationship Manager:

☒

☒

☒

☐

☐

☐

▇▇▇▇▇ ▇▇▇▇▇▇▇ (Legal)

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ 9/5/2013                        

▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇ Bunge (Finance)

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇ Bunge 9/5/2013

▇▇▇▇▇▇ ▇▇▇▇ (President)

/s/ ▇▇▇▇▇▇ ▇▇▇▇ 9/5/13

▇▇▇▇ ▇▇▇▇▇ (SVP)

▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (VP)

▇▇▇▇ ▇▇▇▇▇▇▇ (Group President—Financial Institutions Group)

☐

☐

☐

☐

Client — sent via UPS (see Legal for tracking number)

Salesperson

Relationship Manager

Contract File Cabinets

☐

☐

☐

☐

Jersey City

Los Angeles

▇▇▇▇▇▇ Plains

United Kingdom

/s/ ▇▇▇▇▇▇ ▇▇▇▇

/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

Amendment #7

Genworth Financial Wealth Management, Inc.

Date Contract Rec’d

Contract Format

Type of Service

6/12/2014

PDF

Hosted (i.e. APL)

/s/ X [Authorized Signatory]    6/12/14

☒   ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (Legal)

                     Original

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 6/16

☐   ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇ ▇▇▇▇▇

(Finance)

☐   Client - sent via UPS (see Legal for tracking number)

☒   ▇▇▇▇▇▇ ▇▇▇▇ (President)

☐   Sales Force

☐   ▇▇▇▇▇▇

/s/ ▇▇▇▇▇▇ ▇▇▇▇ 6/17/14

☐   Shared Drive

☐   Los Angeles

☐   ▇▇▇▇ ▇▇▇▇▇ (SVP, Operations

☐   Contract Repository

☐   ▇▇▇▇▇▇ Plains

☐   ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (SVP, Client Services)

☐   Contract File Cabinets

☐   United Kingdom

☒   /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ 6/17/14

☐   WorkFlow (Check-In)

As of the Amendment Effective Date, Fiserv hereby grants Client access to a 1.5 Meg T1 shared Verizon MPLS cloud circuit with connectivity to Fiserv MPLS cloud network (“Connectivity Service”) for a monthly fee of $[***] (“Monthly Fee”), which Monthly Fee is due, owing and payable in accordance with Section 1 of the Agreement. The Connectivity Service will be installed at the Client’s location as specifically set forth in the attached Exhibit A.

The Connectivity Service shall commence on the Amendment Effective Date and will run concurrently with the Term of the Agreement. However, the Connectivity Service set forth herein shall terminate and cease to be of any force and effect: (a) upon the termination or expiration of the Agreement; or (b) upon the termination of CKFR’s direct agreement with such third party service provider that supplies the connectivity circuits, whichever is earlier. Client may terminate this Amendment and the services herein for convenience by giving CKFR ninety (90) days prior written notice of termination, and, in the event of such termination, Client shall pay CKFR an amount that shall be the result of multiplying the Monthly Fee by the months remaining in the then-current Term on the effective date of termination (including any partial months) (“Termination Fee”), it being agreed that such Termination Fee constitutes reasonable liquidated damages sustained by CKFR by reason of such early termination. Upon termination or expiration of this Amendment for any reason, or upon earlier request by CKFR, Client shall promptly deliver to CKFR all equipment and hardware associated with the services herein.

EFFECT OF AMENDMENT: Except as otherwise expressly provided in this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect.

Genworth Financial Wealth Management, Inc.

(an affiliate of Genworth North America Corporation)

/s/ ▇▇▇▇▇▇ ▇▇▇▇

/s/ ▇▇▇▇▇ ▇▇▇▇▇

Client has requested that Fiserv provides a new 1.5 MB datacenter located in Franklin Park, IL, while Backup datacenter is located in Durham, NC.

As part of the Services, Fiserv will provide the Client’s data center equipment (“CPE”), which will be (collated/housed) at Client site:

Installation/monitoring/maintenance of CPE is Fiserv’s responsibility.

MPLS cloud connectivity to the Fiserv’s network to both the primary and backup datacenters.

Primary 1.5 Meg circuit and Backup 1.5 Meg circuits with Verizon

New CPE’s for each line

Configuration of CPE’s

Client will provide demarcation information for the device to ensure it is properly connected.

Client will provide inside wiring for the device.

Client will provide the necessary technical staff to connect Fiserv’s CPE to the client network.

Client will configure its network to accept Fiserv’s CPE.

Client must collocate Fiserv’s CPE in a secure location appropriate for housing network equipment.

From time to time, Client may be requested to reboot/support CPE.

Client agrees to be bound by Fiserv’s Data Access and Usage policy for network connectivity, which will available upon request.

All Client project teams, sponsors, and management will be readily available to Fiserv when needed and have the ability and authority to resolve business and technical issues regarding the project on a timely basis.

Client will provide accurate and complete information as needed, will complete its responsibilities in a timely and effective manner, and will make decisions and provide approvals, as necessary, in a timely manner.

Fiserv will work directly with Client’s assigned project management and product development teams. These Client teams will be Fiserv’s primary points of contact regarding project issues and scope changes. Fiserv shall be entitled to rely on the instructions, authorizations, approvals and other information provided by the Client teams.

Client’s project team will perform reviews and provide critical feedback on checkpoints as required, in a timely manner, and as agreed per the applicable project plan.

Client will provide resources and materials as needed for Fiserv to complete its responsibilities, including where applicable, office space, connectivity, a telephone line and access to all necessary buildings and facilities.

The following sentence shall be added to the end of Section 3.1:

The parties agree to otherwise extend the Agreement termination date from September 23, 2014 to November 22, 2014 under the same terms and conditions.

Except as expressly provided in this Amendment, all other terms of the Agreement shall remain in effect.

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇

/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

Client Short Name:

AIS

ID# 1702                                 

I hereby certify that I have compared the attached signed contract document to the final version submitted to the Client for signature (as such was approved internally) and that there have modifications.

11/25/2014    /s/ X [Authorized Signatory]

Date Released to Authorized Signatory for signature:

Salesperson(s):

Relationship Manager:

11/25/2014 4:20 PM

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▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (Legal)

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 11/25

▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (Finance)

▇▇▇▇▇▇ ▇▇▇▇ (President)

▇▇▇▇ ▇▇▇▇▇ (SVP Operations)

▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (SVP, Client Services)

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 11/25/14

▇▇▇ ▇▇▇▇▇▇▇ (Legal – Financial Institutions Group)

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Client – sent via UPS (sec Legal for tracking number)

Sales Force

Shared Drive

Contract Repository

Contract File Cabinets

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Jersey City

Los Angeles

▇▇▇▇▇▇ Plains

United Kingdom

The following sentence shall be added to the end of Section 3.1:

The parties agree to otherwise extend the Agreement termination date to December 21, 2014 under the same terms and conditions.

Except as expressly provided in this Amendment, all other terms of the Agreement shall remain in effect.

Effective Date:

11/22/2014        

Contract Type:

Amendment#10            

Client Short Name:

AIS                     

ID#1702                         

Date Contract Rec’d

Contract Format

Type of Service

        11/14/2014

Legal Contracting Officer (initial & date):

Salesperson(s):

Relationship Manager:

            X [Authorized Signatory]                     100

Date/Time Cover Sheet Generated

11/25/2014 4:20 PM

Signatures/Initials – please date

Executed Contract Distribution:

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Contract Company Name:

Date Contract Rec’d

Contract Format

Type of Service

License

Processing

Date Released to Authorized Signatory for signature:

12/22/2014

Salesperson(s):

Relationship Manager:

Signatures/Initials—please date

Executed Contract Distribution:

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Client—sent via UPS (see Legal for tracking number)

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▇▇▇▇▇▇

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▇▇▇▇▇▇ ▇▇▇▇ (President)

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▇▇▇▇ ▇▇▇▇▇ (SVP, Operations)

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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (SVP, Client Services)

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The following sentence shall be added to the end of Section 3:

The parties agree to otherwise extend the Agreement termination date to January 21, 2014, under the same terms and conditions.

Except as expressly provided in this Amendment, all other terms of the Agreement shall remain in effect.

The parties agree to extend the Agreement termnination date to March 27, 2015, under the same terms and conditions.

Except as expressly provided in this Amendment, all other terms of the Agreement shall remain in effect.

I hereby certify that I have compared the attached signed contract document to the final version submitted to the Client for signature (as such was approved internally) and that there have been no modifications.

3/31/15

Approvals Sought by            (Initials)                                 

The parties agree to extend the Agreement termination date to April 27, 2015 under the same terms and conditions.

Except as expressly provided in this Amendment, all other terms of the Agreement shall remain in effect.

Meets Contract Mandates

(Y/N)

If No, Highlest Level Approved

4/28/15

Approvals Sought by

(Initials)

Relationship Manager: 

The parties agree to extend the Agreement termination date to April 30, 2015 under the same terms and conditions.

Except as expressly provided in this Amendment, all other terms of the agreement shall remain in effect.

For Client:

AssetMark, Inc.

For Fiserv:

Fiserv Investment Solutions, Inc.

/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

/s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇

Term. Section 1.1 of the Agreement is amended to extend the Term of the Agreement from the Amendment Effective Date for a period of two (2) years (the “Initial Term”). After the Initial Term, the Agreement shall automatically renew one three (3) month term (each a “Renewal Term”) on the same terms, conditions and pricing unless either Party provides the other Party with contrary written notice at least six (6) months prior to the expiration of the Initial Term. The Initial Term and the Renewal Term, if any, shall be referred to together as the “Term.”

Information Security. Fiserv shall (i) immediately notify Client of any access to or use of Client’s Confidential Information, including all Client data stored in the System in contravention of Fiserv’s Information Security policy (“Unauthorized Access”) and (ii) reasonably cooperate with Client in investigating the Unauthorized Access. Fiserv shall provide Client with reasonably sufficient details regarding its Information Security policy on Client’s periodic request.

Fees and Charges. Schedule 1 to the Agreement is amended and restated in its entirety as attached to this Amendment. Addendums A and B of the 2006 original Agreement shall be deleted.

Deletion of Sections 1.5 and 1.12. Sections 1.5, 1.12 and 1.13 shall be deleted. Parties acknowledge that the March 14, 2006, Letter Agreement referenced by section 1.12 cannot be located and current personnel are not aware of its contents.

Liability Cap. The following sentence shall be added to the end of Section 3:

Notwithstanding anything in the Agreement to the contrary herein in no event shall Fiserv be liable for loss of goodwill, or for special, indirect, incidental, consequential, punitive, exemplary, or tort damages arising out of or relating to this agreement, regardless of whether such claim arises in tort, contract, or otherwise. Except for claims related to proprietary rights or payment obligations, neither Party may assert any claim against the other related to this agreement more than 2 years after such claim accrued. Fiserv’s aggregate liability to Client and any third party for any and all claims or obligations relating to this agreement shall be limited to the total fees paid by Client to Fiserv in the twelve (12) month period preceding the date the claim accrued.

Termination. 6.1 shall be replaced with the following: After the end of the Initial Term, this Agreement will automatically renew and extend for successive twelve (12) month terms (each a “Renewal Term”, together with the Initial Term, the “Term”), unless either Party provides contrary notice one hundred and eighty days’ prior to the expiration of the initial Term or any Renewal Term. In addition, Client may terminate at any time for convenience during a Renewal Term upon three months’ notice to Fiserv provided that it pay the number of remaining months in the Renewal Term

Data. Section 7 regarding data for de-conversion shall be amended by adding to the list of files EDPMSECT. The [***] fee per tape is no longer applicable. Fiserv shall charge at its then standard rates for time and materials need to provide de-conversion services.

Past Amendments and Miscellaneous. The 2006 Agreement was with CheckFree Investment Solutions, a division of CheckFree Services Corporation. Fiserv Investment Solutions, Inc., is successor-in-interest to CheckFree Services Corporation. At the time of the 2006 Agreement, AssetMark, Inc., was named AssetMark Investment Services, Inc. During the time of the amendments to the 2006 Agreement, AssetMark has also been named Genworth Financial Wealth Management, Inc.

Amendment #1, effective December 2, 2010, increasing Total Ports to 45;

Amendment #2, effective September 7, 2011, regarding Multiple Strategy Portfolio accounts;

Amendment #3, effective August 1, 2012, regarding ▇▇ ▇▇▇▇▇ Daily Muni pricing and IDC Data;

Amendment #5, effective January 1, 2013, adding non-trading accounts;

Amendment #6, effective April 11, 2013, adding UMA accounts;

Navigator Addendum, effective October 3, 2013, adding APL Navigator software, which included Kass Enterprises LLC included as a party;

Amendment #7, effective June 17, 2014, regarding access to 1.5 Meg T1 shared Verizon MPLS cloud circuit with connectivity to Fiserv MPLS cloud network;

Amendment #7, effective June 21, 2014, defining liquidated damages under 3.1 and extending the Agreement termination date from June 22, 2014, to September 22, 2014; and

Amendment #9, effective September 22, 2014, extending the Agreement termination date to November 22, 2014.

Amendment #10, effective November 22, 2014, extending the Agreement termination date to December 22, 2014.

Amendment #11, effective December 22, 2014, extending the Agreement termination date to January 21, 2015 (although 2014 is listed in the Amendment).

Amendment #12, effective January 21, 2015, extending the Agreement termination date to March 27, 2015.

Amendment #13, effective March 27, 2015, extending the Agreement termination date to April 27, 2015.

Amendment #14, effective April 27, 2015, extending the Agreement termination date to April 30, 2015.

Legal Entity Name Change. Client legally changed its name from Genworth Financial Wealth Management, Inc., to AssetMark, Inc., by amendment of its Articles of Incorporation, November 6, 2013, filed with the Secretary of State of the State of California November 14, 2013.

Press Release. The Parties agree that, unless required by law, (i) no press release or public announcement concerning the Agreement, as amended, and the services provided by Fiserv shall be made by Fiserv without the prior written approval of Client, (ii) Strategist and its agents shall not identify Client or any Client affiliate as a customer in public announcements or marketing materials without Client’s prior written approval, provided that Fiserv may identify Client as a client when responding to requests for proposals and in similar communications which are one-on-one communications or have a limited audience, and (iii) Fiserv and its agents shall not use Client’s or an affiliate’s logo(s) or trademark(s) without Client’s prior written approval.

Description

MFA Accounts Under 10,000

MFA Accounts 10,001 to 20,000

MFA Accounts 20,001 to 40,000

MFA Accounts 40,001 to 60,000

MFA Accounts 60,001 to 80,000

MFA Accounts 80,001 to 110,000

MFA Accounts > 110,000

Description

SMA Accounts (IMA Accounts)

Description

ETF Accounts Under 5,000

ETF Accounts 5,001 to 10,000

ETF Accounts 10,001 to 20,000

ETF Accounts 20,001 to 30,000

ETF Accounts 30,001 to 40,000

ETF Accounts > 40,000

Description

UMA Accounts Under 10,000

UMA Accounts 10,001 to 20,000

UMA Accounts > 20,000

Description

Reporting Only Accounts under 5,000

Reporting Only Accounts 5,001 to 10,000

Reporting Only Accounts 10,001 to 20,000

Reporting Only Accounts from 20,001

Description

Admin Accounts

Description

Non-Trading Accounts

Description

Suspended Trading Accounts

Activity

Development

Business Analyst

Quality Assurance

Average