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GPS Funds I – ‘DEFR14C’ on 7/23/02

On: Tuesday, 7/23/02, at 5:20pm ET · Accession #: 894189-2-856 · File #: 811-10267

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/23/02  GPS Funds I                       DEFR14C                1:34K                                    US Bancorp Fund Svcs LLC

Revised Definitive Proxy Information Statement — Schedule 14C
Filing Table of Contents

Document/Exhibit Description Pages Size

1: DEFR14C Revised Definitive Proxy Information Statement 13± 57K

INFORMATION STATEMENT

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ASSETMARK FUNDS
2300 Contra Costa Blvd., Suite 425
Pleasant Hill, California 94523-3967

July 2002

Dear AssetMark Large Cap Growth Fund Shareholder:

We are pleased to notify you that the Board of Trustees of the AssetMark Funds
has appointed Atlanta Capital Management Company, LLC ("Atlanta") to replace
Provident Investment Counsel, Inc. as a sub-advisor to the AssetMark Large Cap
Growth Fund (the "Fund"). The change was effective on May 16, 2002. Atlanta
joins TCW Investment Management Company as a sub-advisor for the Fund. Atlanta
is a leading investment firm specializing in managing domestic large cap growth
portfolios, with approximately $7 billion in assets under management. Atlanta
believes that attractive investment returns are produced by investing in a
diversified portfolio of high quality companies capable of sustaining superior
rates of earnings growth.

The AssetMark Funds has obtained an Exemptive Order from the U.S. Securities and
Exchange Commission that permits the Fund to change sub-advisors or hire new
sub-advisors without obtaining approval from the Fund's shareholders, provided
that the Board of Trustees approves the arrangement. This document provides
information regarding the new sub-advisor and the related sub-advisory agreement
that is required by SEC rules and the Exemptive Order.

This is a very exciting time for the AssetMark Funds. We are contracting with
leading asset managers with specialized expertise and proven track records.
Atlanta clearly meets these criteria. We are committed to finding, hiring and
monitoring the best asset managers in each category in order to meet our
performance goals and better serve our shareholders.

Sincerely,

Ronald D. Cordes
President, AssetMark Funds

This is not a proxy statement. We are not asking for a proxy and you are
requested not to send us a proxy. This is for your information only.

ASSETMARK FUNDS
2300 Contra Costa Blvd., Suite 425
Pleasant Hill, California 94523-3967

INFORMATION STATEMENT

JULY 23, 2002

This information statement is being furnished to the shareholders of the
AssetMark Large Cap Growth Fund (the "Fund"), a series of AssetMark Funds, a
Delaware business trust (the "Trust"), in lieu of a proxy statement, pursuant to
the terms of an exemptive order (the "SEC Order") issued by the U.S. Securities
and Exchange Commission ("SEC"). The SEC Order permits the Fund's Advisor (as
defined below) to hire new sub-advisors and to make certain changes to existing
sub-advisory contracts with the approval of the Board of Trustees, without
obtaining shareholder approval. Pursuant to the SEC Order, the Trust has agreed
to provide certain information about any new sub-advisor to the shareholders of
the Fund being managed by the sub-advisor. Shareholders are not being asked to
vote on the hiring of the new sub-advisor, but are encouraged to review this
information statement.

The Trust is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as an open-end management investment company. Eight
separate investment portfolios are currently offered by the Trust, one of which
is the AssetMark Large Cap Growth Fund. The Trust's trustees are referred to
here as the "Board," "Board Members" or "Trustees." The Trust's principal
executive office is at 2300 Contra Costa Boulevard, Suite 425, Pleasant Hill,
California 94523-3967.

This information statement relates to the approval by the Trustees,
including a majority of the Trustees who are not parties to the contract and are
not interested persons of those parties, as defined in the 1940 Act (the
"Independent Trustees"), on May 9, 2002, of a new sub-advisory agreement for the
Fund, between AssetMark Investment Services, Inc. (the "Advisor") and Atlanta
Capital Management Company, LLC ("Atlanta") (the "Sub-advisory Agreement").
Prior to Atlanta's assumption of its sub-advisory responsibilities, the Fund was
sub-advised by Provident Investment Counsel, Inc. ("Provident").

The Fund will pay for the costs associated with preparing and distributing
this information statement to its shareholders. This information statement will
be mailed on or about July 23, 2002.

THE INVESTMENT ADVISOR

AssetMark Investment Services, Inc. serves as the Fund's investment advisor
under an investment advisory agreement dated as of May 11, 2001. The Advisor is
registered as an investment advisor with the SEC. As of May 31, 2002, the
Advisor managed approximately $2 billion of assets. Information concerning the
Trust's current management arrangements can be found in the Exhibit to this
Information Statement.

The Advisor uses a multi-manager approach to managing the Fund, whereby it
hires and supervises sub-advisors who manage portions of the Fund's portfolio on
a day-to-day basis. The SEC Order generally allows the Advisor to enter into and
amend agreements with unaffiliated investment sub-advisors for the Fund without
obtaining shareholder approval each time. This authority is subject to certain
conditions, including the requirement that the Trustees (including a majority of
the Independent Trustees) must approve any new or amended agreements with
sub-advisors. Shareholders of the Fund continue to have the right to terminate
an agreement with a sub-advisor at any time, without penalty, by a vote of the
majority of outstanding shares of the Fund. The Advisor, on behalf of the Fund,
will notify shareholders of any new sub-advisor or of any material amendments to
the agreement with a sub-advisor as required by the SEC Order. The Advisor
remains responsible for the performance of all of the eight separate investment
portfolios of the Trust, oversees sub-advisors to ensure compliance with the
Fund's investment objectives and policies, and monitors each sub-advisor's
adherence to its investment style and performance results in order to recommend
any changes in sub-advisors to the Trust's Board of Trustees.

ATLANTA CAPITAL MANAGEMENT COMPANY, LLC

Atlanta's principal executive offices are located at 1349 West Peachtree
Street, Suite 1600, Atlanta, Georgia 30309-2934 and the telephone number is
(404) 876-9411. Atlanta is a registered investment advisor focusing on the
management of high quality domestic equity, fixed income and balanced accounts
for institutional clients. The company was founded in Atlanta, Georgia in 1969,
incorporated in 1971 and began operating under the name of Atlanta Capital
Management Company, LLC in 1975. Eaton Vance Acquisitions, a wholly owned
subsidiary of Eaton Vance Corp., acquired 70% of Atlanta on September 30, 2001.
Eaton Vance Corp. is a mutual fund company based in Boston, Massachusetts. The
remaining 30% is owned by Atlanta employees. Atlanta is not affiliated with the
Advisor.

The combination of Atlanta's experience, commitment to high quality, and
diligent, superior client service has made Atlanta a distinguished member of the
institutional investment community for nearly thirty years. As of April 30,
2002, Atlanta had in excess of $800 million of mutual fund assets under
management. The Fund is managed by a three-member portfolio management team
comprised of Daniel W. Boone, III, CFA, William R. Hackney, III, CFA and Marilyn
R. Irvin, CFA.

The table below lists the name, age and principal occupation during the
past five years for each of the executive officers and investment professionals
of Atlanta:

--------------------------- ----------------------------------------------------
Name, Age and Address Principal Occupation (Past 5 Years)
--------------------- -----------------------------------
--------------------------- ----------------------------------------------------
Daniel W. Boone, III, 58 Managing Partner and owner of Atlanta and member of
1349 West Peachtree Street the Executive Committee. Mr. Boone's primary
Suite 1600 responsibilities are in equity portfolio management,
Atlanta, GA 30309-2934 co-head of the equity management team, and oversight
of client service activities. Mr. Boone joined
Atlanta in 1976. Prior to joining Atlanta, he was
with the international firm of Lazard Freres in New
York, New York. His responsibilities included
portfolio management of institutional funds and
securities research. Prior to that he was an analyst
with the Wellington Management Company in
Philadelphia, Pennsylvania for the Windsor and
Gemini mutual funds. Mr. Boone is a former U.S. Army
officer. He is a graduate of Davidson College and
holds an MBA degree from the Wharton School of the
University of Pennsylvania where he graduated with
distinction. He is a Chartered Financial Analyst
and a Chartered Investment Counselor. Mr. Boone is a
member of the Board of Governors of the Investment
Counsel Association of America (ICAA) and past
president of the Atlanta Society of Financial
Analysts.
--------------------------- ----------------------------------------------------
William R. Hackney, III, 54 Managing Partner and owner of Atlanta and member of
1349 West Peachtree Street the Executive Committee. Mr. Hackney's primary
Suite 1600 responsibilities are in equity portfolio management,
Atlanta, GA 30309-2934 co-head of the equity management team, and oversight
of portfolio administration and support. Mr. Hackney
joined Atlanta in 1995. Prior to joining Atlanta, he
was Senior Vice President and Chief Investment
Officer of First Union Corporation's Capital
Management Group in Charlotte, North Carolina. In
this capacity, he supervised the investment
management of over $20 billion in institutional and
individual assets. Mr. Hackney is a graduate of The
University of North Carolina at Chapel Hill and
holds an MBA degree from The Citadel in Charleston,
South Carolina. He served as a U.S. Marine Corps
officer during the Vietnam Era and retired with the
rank of Colonel in the U.S. Marine Corps Reserve.
--------------------------- ----------------------------------------------------
Marilyn R. Irvin, 44 Senior Vice President and Principal/Owner of
1349 West Peachtree Street Atlanta. Mrs. Irvin serves as a portfolio manager
Suite 1600 for Atlanta's equity products and as an analyst with
Atlanta, GA 30309-2934 responsiblities in communication services. Ms. Irvin
joined Atlanta in 1989. Prior to joining Atlanta,
she was a Treasury Analyst for Consolidated Health
Care in Richmond, Virginia. She has 15 years
investment experience, including 10 years with
Atlanta. Mrs. Irvin holds a Bachelor of Business
Administration degree and an MS in finance degree
from Georgia State University. She is a Chartered
Financial Analyst and a Certified Cash Manager.
--------------------------- ----------------------------------------------------
Gregory L. Coleman, 53 Partner and owner of Atlanta. Mr. Coleman's primary
1349 West Peachtree Street responsibilities are in fixed income portfolio
Suite 1600 management and trading. Mr. Coleman joined Atlanta
Atlanta, GA 30309-2934 in 1990. Prior to joining Atlanta, he was Executive
Vice President and Treasurer of Northeast Savings,
F.A. in Hartford, Connecticut. In this capacity, Mr.
Coleman had overall responsibility for all
investment functions including asset/liability
management and other corporate finance duties. Prior
to joining Northeast Savings in 1983, Mr. Coleman
was with Southeast Bank, N.A. of Miami, Florida for
four years, where he served as Senior Vice President
and Manager of the Funds Management Department. A
cum laude graduate of Michigan State University with
a Bachelor of Business Administration degree, Mr.
Coleman also holds an MBA in finance from the
University of Michigan. He is a Chartered Financial
Analyst and a member of the Golf Writers Association
of America.
--------------------------- ----------------------------------------------------
Paul J. Marshall, 37 Vice President and owner of Atlanta. Mr. Marshall
1349 West Peachtree Street serves as Director of Research, a portfolio manager
Suite 1600 for Atlanta's equity products and has fundamental
Atlanta, GA 30309-2934 research responsibilities that include coverage of
the software, computer services and energy sectors.
Prior to joining Atlanta in April of 2000, Mr.
Marshall was a portfolio manager with Bank of
America Capital Management and was responsible for
managing the Nations Capital Growth Fund. He has
also served as a portfolio manager for the Nations
Value Fund and as an energy analyst supporting
Value, Growth, Balanced and Equity Income
Portfolios. Mr. Marshall is a graduate of Vanderbilt
University where he earned a Bachelor of Science
degree in economics. Additionally, he obtained his
MBA from the University of Notre Dame and is a
Chartered Financial Analyst. Mr. Marshall has served
as an officer in the United States Army.
--------------------------- ----------------------------------------------------
Walter F. Reames, 59 Managing Partner, owner and member of the Executive
1349 West Peachtree Street Committee of Atlanta. His responsibilities include
Suite 1600 oversight of the Marketing & Sales and Finance &
Atlanta, GA 30309-2934 Technology functions. In addition, he provides
investment strategy support to the Fixed Income
Group. Before joining Atlanta in 1978, he was a
Vice President of the Citizens & Southern National
Bank, serving as manager of its National Division
East. He was responsible for the bank's
relationships with major corporate clients
headquartered in seventeen eastern states and
Canada. He formerly headed the bank's New York
Service Office. Mr. Reames received his Bachelor's
degree from Yale University and received a
certificate from the Graduate School of Credit and
Financial Management at the Harvard Business School.
--------------------------- ----------------------------------------------------
Charles B. Reed, 37 Vice President and owner of Atlanta. Mr. Reed's
1349 West Peachtree Street responsibilities are primarily in portfolio
Suite 1600 management for Atlanta's small cap portfolios.
Atlanta, GA 30309-2934 Additionally, Mr. Reed has fundamental equity
research responsibilities including companies in the
publishing, building materials, engineering and
construction industries. Prior to joining Atlanta in
1998, Mr. Reed was a portfolio manager with the
Florida State Board of Administration. He was
responsible for managing their internal special
situation equity fund. Mr. Reed is a Chartered
Financial Analyst and graduate of Florida State
University where he earned a Bachelor's degree in
Finance.
--------------------------- ----------------------------------------------------

Atlanta presently serves as an investment sub-advisor to the following
investment companies having a similar objective to the Fund:

[Enlarge/Download Table]

Name of Fund Net Assets as of April 30, 2002 Fee Paid
------------ ------------------------------- --------

Vantagepoint Large Cap Growth Fund $2,810,546,000 First $100 million 0.45%
Next $200 million 0.35%
Next $200 million 0.30%
Over $500 million 0.25%

Eaton Vance Large Cap Growth Fund $20,000,000 0.40%

NEW SUB-ADVISORY AGREEMENT

On May 9, 2002, the Trustees, including all of the Independent Trustees,
unanimously approved the selection by the Advisor of Atlanta as sub-advisor to
the Fund and the Sub-advisory Agreement. Atlanta began sub-advising the Fund on
May 16, 2002.

In considering the approval of the Sub-advisory Agreement, the Trustees,
including the Independent Trustees, considered whether the approval of the
Sub-Advisory Agreement was in the best interests of the Fund and its
shareholders. At the meeting, the Trustees reviewed materials furnished by the
Advisor and Atlanta. The Advisor explained to the Trustees the research, review
and selection process that it employed to identify sub-advisor candidates for
the Fund, which included the submission of requests for proposals from
candidates and on-site visits by the Advisor to those candidates under serious
consideration. The Advisor explained the reasons why it selected Atlanta and why
it recommended that the Trustees approve Atlanta as the Fund's new sub-advisor.

The Trustees considered a number of factors in approving Atlanta, including
Atlanta's history and background in managing similar portfolios for other
clients, Atlanta's investment philosophy, long-term performance record, and the
experience and background of the Atlanta personnel who would be responsible for
managing the Fund's assets. The Trustees also considered Atlanta's facilities
and compliance procedures. The Trustees considered the nature, quality and
extent of services expected to be provided to the Fund by Atlanta as well as the
reputation of Atlanta in the asset management industry. The Trustees also
considered the size and structure of Atlanta, as well as the amount of assets
that Atlanta currently manages.

The Trustees discussed and reviewed the terms of the Sub-Advisory
Agreement. Under the Sub-Advisory Agreement between the Advisor and Atlanta, the
sub-advisory fee is payable at the rate of 0.45% of the Fund's average daily net
assets up to $100 million and 0.40% of the Fund's average daily net assets in
excess of $100 million. Under the prior sub-advisory agreement with Provident,
the sub-advisory fee was payable at the rate of 0.50% of the Fund's average
daily net assets up to $50 million and 0.40% of the Fund's average daily net
assets in excess of $50 million.

The Sub-advisory Agreement provides that, subject to the Advisor's and the
Board of Trustees' supervision, Atlanta is responsible for managing the
investment operations of the Fund and for making investment decisions and
placing orders to purchase and sell securities for the Fund, all in accordance
with the investment objective and policies of the Fund as reflected in its
current prospectus and statement of additional information and as may be adopted
from time to time by the Board of Trustees. In accordance with the requirements
of the 1940 Act, Atlanta also provides the Advisor with all books and records
relating to the transactions it executes and renders for presentation to the
Trustees and such periodic and special reports as the Board of Trustees may
reasonably request.

The Sub-advisory Agreement will remain in full force and effect for a
period of two years from the date of its execution, and will continue thereafter
as long as its continuance is specifically approved at least annually by vote of
a majority of the outstanding voting securities (as that term is defined in the
1940 Act) of the Fund, or by the Board of Trustees, including the approval by a
majority of the Independent Trustees, at a meeting called for the purpose of
voting on such approval; provided, however, that (1) the Sub-advisory Agreement
may be terminated at any time without the payment of any penalty, either by vote
of the Board of Trustees or by vote of a majority of the outstanding voting
securities of the Fund, (2) the Sub-advisory Agreement will terminate
immediately in the event of its assignment (within the meaning of the 1940 Act)
or upon the termination of the Fund's investment advisory agreement with the
Advisor, and (3) the Sub-advisory Agreement may be terminated at any time by
Atlanta or the Advisor on not more than 60 days' nor less than 30 days' written
notice to the other party to the Sub-advisory Agreement.

The Sub-advisory Agreement provides that, in the absence of willful
misfeasance, bad faith, gross negligence in the performance of its duties, or
reckless disregard of its obligations and duties thereunder, Atlanta will not be
liable for any act or omission in connection with its activities as sub-advisor
to the Fund.

In evaluating the terms of the Sub-advisory Agreement, the Trustees took
into account the fact that under the "multi-manager" style, the Advisor will
continue to be responsible for analyzing economic and market trends, formulating
and continuing assessment of investment policies and recommending changes to the
Board where appropriate, supervising compliance by Atlanta with the Fund's
investment objective, policies and restrictions, as well as with laws and
regulations applicable to the Fund, evaluating the performance of Atlanta as
compared to certain selected benchmarks and pre-determined peer groups,
evaluating potential additional or replacement sub-advisors and recommending
changes to the Board where appropriate, and reporting to the Board and
shareholders on the foregoing.

Based upon their review, the Trustees concluded that the Sub-advisory
Agreement was in the best interests of the Fund and the shareholders of the
Fund. Accordingly, after consideration of the above factors, and such other
factors and information as they deemed relevant, the Trustees, including the
Independent Trustees, unanimously approved the Sub-advisory Agreement.

SHAREHOLDER REPORTS

The Fund's most recent semi-annual report for the six-month period ended
December 31, 2001 has been sent to its shareholders. Copies of the Fund's most
recent semi-annual report may be obtained without charge by writing the Fund,
care of U.S. Bancorp Fund Services, LLC, 615 East Michigan Street, Milwaukee,
Wisconsin 53202 or by calling (888) 278- 5809 (toll-free).

SHAREHOLDINGS

As of April 30, 2002, the Fund had 5,946,311 outstanding shares and net
assets of $48,581.364. To the knowledge of the Trust, the executive officers and
Board members, as a group, owned less than 1% of the outstanding shares of the
Fund as of April 30, 2002. The beneficial owners, directly or indirectly, of
more than 5% of the outstanding shares of the Fund as of April 30, 2002 are
listed below:

---------------------------- ------------------------- ------------------------
Percent of Outstanding
No. of Shares Shares Held
Name and Address Held Beneficially Beneficially
---------------------------- ------------------------- ------------------------
PIMS & Co. 4,217,503.349 70.93%
FBO Customers
P.O. Box 3865
Englewood, CO 80155-3865
---------------------------- ------------------------- ------------------------
Donaldson, Lufkin & Jenrette 1,728,807.004 29.07%
Securities Corporation
Attn: Mutual Funds
P.O. Box 2052
Jersey City, NJ 07303-2052
---------------------------- ------------------------- ------------------------

SHAREHOLDER PROPOSALS

As a Delaware business trust, the Trust is not required to hold annual
meetings of shareholders and the Trustees currently do not intend to hold such
meetings unless shareholder action is required in accordance with the 1940 Act
or the Trust's Trust Instrument. A shareholder proposal intended to be presented
at any meeting of shareholders of the Fund must be received by the Fund a
reasonable time before the Trustees' solicitation relating thereto is made in
order to be included in the Fund's proxy statement and form of proxy relating to
that meeting and presented at the meeting. The mere submission of a proposal by
a shareholder does not guarantee that the proposal will be included in the proxy
statement because certain rules under the federal securities laws must be
complied with before inclusion of the proposal is required.

Ronald D. Cordes, President

Dated: July 23, 2002

EXHIBIT
MANAGEMENT OF THE TRUST

THE INVESTMENT ADVISOR

AssetMark Investment Services, Inc. serves as the Fund's investment advisor
under an investment advisory agreement ("Advisory Agreement") dated as of May
11, 2001, and renewed thereafter as required by the 1940 Act. The Advisory
Agreement was last approved by the Trustees of the Trust, including a majority
of the Independent Trustees, on May 9, 2002. The Advisory Agreement was approved
by the Fund's shareholders on March 29, 2001.

Putnam Lovell Equity Partner, LP owns a controlling interest (over 25%) in
the Advisor. James E. Minnick and Cameron L. Miller, both members of Putnam
Lovell Equity Partner, LP, are both directors of the Advisor.

TERMS OF THE ADVISORY AGREEMENT

Under the Advisory Agreement, the Advisor provides the Fund with investment
advisory services. As the Advisor, AssetMark Investment Services, Inc. manages
the investment operations of the Fund and the composition of the Fund's
investment portfolio, including the purchase, retention and sale of securities
in the portfolio, in accordance with the Fund's investment objectives, policies
and restrictions. The Advisory Agreement authorizes the Advisor to employ
sub-advisors for the Fund, which will furnish the day-to-day portfolio
management services for the Fund. If a sub-advisor is employed for the Fund, the
Advisor will continue to have responsibility for all investment advisory
services furnished pursuant to any sub-advisory agreement.

The Advisor's Directors and Officers

The table below lists the name, age and principal occupation during the
past five years for each of the directors and principal executive officers of
the Advisor:

[Enlarge/Download Table]

----------------------------------- -------------------------------- -----------------------------------
Name, Age and Address Principal Occupation Position(s) with the Advisor
----------------------------------- -------------------------------- -----------------------------------

Richard T. O'Toole, 72 Chairman of the Board, Chairman of the Board
AssetMark Investment Services, Inc. AssetMark Investment Services,
2300 Contra Costa Blvd, Suite 425 Inc., 1994 to present; Vice
Pleasant Hill, CA 94523-3967 President/Stockholder, ACG
Capital Corp. (a
broker-dealer), 1995 to
present; Vice
President/General Partner, ACG
Realty Corp., 1985 to present.
----------------------------------- -------------------------------- -----------------------------------
Ronald D. Cordes, 43 President and CEO, AssetMark President and Chief Executive
AssetMark Investment Services, Inc. Investment Services, Inc., Officer
2300 Contra Costa Blvd, Suite 425 1994 to present; President,
Pleasant Hill, CA 94523-3967 AssetMark Capital Corporation
(a broker-dealer), 1994 to
present; President, ACG
Management Corp. (a real
estate management firm), 1982
to present.
----------------------------------- -------------------------------- -----------------------------------
Brian R. O'Toole, 43 Senior Vice Senior Vice President
AssetMark Investment Services, Inc. President/Stockholder,
2300 Contra Costa Blvd, Suite 425 AssetMark Investment Services,
Pleasant Hill, CA 94523-3967 Inc., 1994 to present; Vice
President/Stockholder, ACG
Capital Corp. (a
broker-dealer), 1995 to
present; Vice
President/General Partner, ACG
Realty Corp., 1985 to present.
----------------------------------- -------------------------------- -----------------------------------
Richard E. Steiny, 45 Senior Vice President, Senior Vice President
AssetMark Investment Services, Inc. AssetMark Investment Services,
2300 Contra Costa Blvd, Suite 425 Inc., 1994 to present;
Pleasant Hill, CA 94523-3967 Secretary, AssetMark Capital
Corporation, 1994 to present.
----------------------------------- -------------------------------- -----------------------------------
James E. Minnick, 54 President, Putnam Lovell Director
Putnam Lovell Capital Capital Partners, Inc. (a
Partners, Inc. private equity investment
The Park Avenue Tower firm), 1999 to present;
65 East 55th Street Managing Director, Putnam
New York, NY 10022 Lovell Group, Inc. (investment
banking firm), 1999 to
present; President and
Trustee, Morgan Grenfall
Investment Trust (investment
company), 1994 to present;
President, Director and CEO,
Morgan Grenfall Small Cap
Fund, Inc. (closed-end fund),
1997 to present.
----------------------------------- -------------------------------- -----------------------------------
Cameron L. Miller, 28 Principal, Putnam Lovell Director
Putnam Lovell Capital Capital Partners, Inc., 1998
Partners, Inc. to present; Analyst, Putnam
Four Embarcadero Center Lovell Securities, Inc., 1996
26th Floor to 1998.
San Francisco, CA 94111
----------------------------------- -------------------------------- -----------------------------------

Advisor Compensation and Fee Waivers

Under the Advisory Agreement, the Trust will pay the Advisor advisory fees,
as a percentage of the average net assets of the Fund, as follows (before giving
effect to any fee waivers described below):

Advisory Fees
AssetMark Large Cap Growth Fund 0.95%

The compensation payable to all sub-advisors is paid by the Advisor. The
Fund is not responsible for payment of any sub-advisory fees. The Advisor has
agreed to waive a portion of its investment advisory fees, or to reimburse
expenses, to the extent that the Fund's total expense ratio exceeds 1.49%,
through October 31, 2003. After October 31, 2003, this fee waiver may be
discontinued by the Advisor at any time. The Fund paid $218,870 for advisory
fees during the ten months ended April 30, 2002 before deducting any fee waivers
or expense reimbursements. Of these fees, $56,530 was paid pursuant to a
sub-advisory agreement that is no longer in effect, and has been replaced by the
Sub-advisory Agreement described above.

Transfer Agent

The Fund's transfer agent is U.S. Bancorp Fund Services, LLC ("USBFS"), 615
East Michigan Street, Milwaukee, Wisconsin 53202, pursuant to which USBFS
maintains shareholder records and keeps such accounts, books, records, or other
documents as the Fund is required to keep under federal or state laws. USBFS
also acts as stock registrar and dividend disbursing agent, issues and redeems
the Fund's shares, mails the Fund's prospectus and proxy statements to the
Fund's shareholders, and disburses dividend payments.

Administrator

USBFS also serves as the Fund's administrator and monitors the compliance
of the Fund, updates the Trust's Registration Statement and prepares tax
returns, among other duties.

Each of the Advisory Agreement, Sub-advisory Agreement, Transfer Agent
Servicing Agreement and Fund Administration Servicing Agreement may be
terminated by any party thereto upon 60, 60, 90 and 90 days' notice,
respectively, and may be terminated immediately by the Trust for cause, as
defined in each Agreement. Each Agreement also provides that after an initial
period (two years for the Advisory and Sub-advisory Agreement and one year for
the Transfer Agent and Fund Administration Servicing Agreements), it will
automatically terminate (1) if it is not approved by a majority of the Trust's
trustees and a majority of the Trust's Independent Trustees prior to the
anniversary date of the agreement, or (2) if it is assigned in whole or in part
by either party. If any Agreement is terminated for either of the foregoing
reasons, the Trust will enter into a similar arrangement with another qualified
party upon such terms and conditions as can be obtained at that time.

Distributor; Distribution Plan

The Trust, on behalf of the Funds, has adopted a distribution plan pursuant
to Rule 12b-1 under the 1940 Act (the "12b-1 Plan"), which provides that the
Funds will pay distribution fees to AssetMark Capital Corporation, an affiliate
of the Advisor, at an annual rate of up to 0.25% of the average daily net assets
of the Fund. Quasar Distributors, LLC, an affiliate of U.S. Bank, N.A., serves
as sub-distributor to the Fund. Payments under the distribution plan shall be
used to compensate persons who provide support services in connection with the
distribution of the Fund's shares and servicing of the Fund's shareholders. The
Fund paid $57,597 in fees under the Distribution Plan during the ten months
ended April 30, 2002. All of the fees paid by the Fund were paid to compensate
broker-dealers and their sales personnel for sales of shares of the Fund.

Brokerage

During the ten months ended April 30, 2002, the Fund paid total brokerage
commissions of $50,307.

Dates Referenced Herein and Documents Incorporated by Reference

This ‘DEFR14C’ Filing	Date	Other Filings

	10/31/03
Filed on:	7/23/02
	5/31/02
	5/16/02
	5/9/02
	4/30/02
	12/31/01	N-30D, NSAR-A
	9/30/01
	5/11/01	N-1A/A
	3/29/01
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Filing Submission 0000894189-02-000856 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

GPS Funds I – ‘DEFR14C’ on 7/23/02

On: Tuesday, 7/23/02, at 5:20pm ET · Accession #: 894189-2-856 · File #: 811-10267

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