GPS Funds I Sample Contracts

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BETWEEN
Distribution Agreement • September 9th, 2002 • Assetmark Funds • California
ARTICLE I DEFINITIONS
Custody Agreement • September 9th, 2002 • Assetmark Funds • Ohio
SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 31st, 2017 • GPS Funds I • Delaware

AGREEMENT made as of the 31st day of October, 2016, by and between AssetMark, Inc. a California corporation (the “Advisor”), and Delaware Investments Fund Advisers, a series of Delaware Management Business Trust (the “Sub-Advisor”).

FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • July 28th, 2022 • GPS Funds I • Delaware

THIS FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of January 19, 2022 (the “Effective Date”), is made by and between each registered open-end investment company (each, a “Registrant”), on behalf of each portfolio series of each such Registrant listed on Schedule A or Schedule B hereto, or if the relevant Registrant has no portfolio series, then the relevant Registrant (as applicable, each an “Acquiring Fund” or “Acquired Fund” pursuant to the applicable schedule), each severally and not jointly.

FUND OF FUNDS INVESTMENT AGREEMENT
Funds Investment Agreement • July 28th, 2022 • GPS Funds I • New York

WHEREAS, each Fund is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment company under the Investment Company Act of 1940, as amended, (the “1940 Act”);

Investment Advisory Agreement GPS Funds I
Investment Advisory Agreement • July 31st, 2017 • GPS Funds I • California

AGREEMENT made this 31st day of October, 2016, by and between GPS Funds I, a Delaware statutory trust (the “Trust”), and AssetMark, Inc., a California corporation (the “Advisor”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 30th, 2010 • Assetmark Funds • Delaware

AGREEMENT amended and restated as of the 1st day of June, 2010, by and between Genworth Financial Wealth Management, Inc., a California corporation (the “Advisor”), Atlanta Capital Management Company, LLC (the “Sub-Advisor”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 31st, 2007 • Assetmark Funds • Delaware

AGREEMENT made as of the 31stday of May, 2007, by and between AssetMark Investment Services, Inc., a California corporation (the “Advisor”), and Russell Implementation Services Inc., a Washington corporation (the “Sub-Advisor”).

RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • July 28th, 2022 • GPS Funds I

THIS FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of January 19, 2022 (“Effective Date”), is made among GPS Funds I, GPS Funds II and Savos Investments Trust,, each on behalf of itself and each of its series listed in Schedule A as amended from time to time, severally and not jointly (each, an “Acquiring Fund”) and The Bank of New York Mellon, solely in its capacity as Trustee and on behalf of the Invesco QQQ Trust, Series 1 (the “Acquired Fund” and together with the Acquiring Funds, the “Funds”).

THIRD AMENDMENT TO WISDOMTREE TRUST FUND OF FUNDS INVESTMENT AGREEMENT
Funds Investment Agreement • July 27th, 2023 • GPS Funds I

This third amendment (the “Amendment”) to the WisdomTree Trust Fund of Funds Investment Agreement dated January 19, 2022 (the “Agreement”), by and between WisdomTree Trust (the “Trust”), on behalf of each of its current and future series, severally and not jointly (each, an “Acquired Fund”); and GPS FUNDS I and GPS FUNDS II, on behalf of each of its respective current and future series set forth on Appendix A of the Agreement, severally and not jointly (each, an “Acquiring Fund”), is entered into as of January 4, 2023 (the “Effective Date”).

AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration • January 9th, 2001 • Assetmark Funds • Delaware
AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • July 31st, 2018 • GPS Funds I • Wisconsin

THIS AGREEMENT is made and entered into as of 30th day of January, 2018, by and between GPS FUNDS I (“GPS I”), GPS FUNDS II (“GPS II”), SAVOS INVESTMENT TRUST (“SAVOS” and together with GPS I, GPS II referred to as the “Trust”), each separately and not jointly, and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

SECOND AMENDMENT to the AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • July 28th, 2021 • GPS Funds I

THIS Second Amendment, is made and entered into as of April 1, 2021 to the Amended and Restated Custody Agreement, dated as of January 30, 2018 (the “Agreement”), by and between GPS FUNDS I (“GPS I”), GPS FUNDS II (“GPS II”), SAVOS INVESTMENT TRUST (“SAVOS” and together with GPS I, GPS II referred to as the “Trust”), each separately and not jointly, and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

AMENDED AND RESTATED FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • July 31st, 2018 • GPS Funds I • Wisconsin

THIS AGREEMENT is made and entered into as of this 1st day of February, 2018, by and between GPS FUNDS I (“GPS I”), GPS FUNDS II (“GPS II”), SAVOS INVESTMENT TRUST (“SAVOS” and together with GPS I, GPS II referred to as the “Trust”), each separately and not jointly, and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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FIRST AMENDMENT to the AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • July 31st, 2020 • GPS Funds I

THIS First Amendment, is made and entered into as of December 23, 2019 to the Amended and Restated Custody Agreement, dated as of January 30, 2018 (the “Agreement”), by and between GPS FUNDS I (“GPS I”), GPS FUNDS II (“GPS II”), SAVOS INVESTMENT TRUST (“SAVOS” and together with GPS I, GPS II referred to as the “Trust”), each separately and not jointly, and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

SECOND AMENDMENT to the AMENDED AND RESTATED FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • July 28th, 2021 • GPS Funds I

THIS Second Amendment is made and entered into as of this April 1, 2021, to the Amended and Restated Fund Accounting Agreement (the “Agreement”), dated as of January 30, 2018, by and between GPS FUNDS I (“GPS I”), GPS FUNDS II (“GPS II”), SAVOS INVESTMENT TRUST (“SAVOS” and together with GPS I, GPS II referred to as the “Trust”), each separately and not jointly, and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • July 28th, 2022 • GPS Funds I

THIS FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of January 19, 2022 (“Effective Date”), is made between GPS Funds I, GPS Funds II and Savos Investments Trust, on behalf of each of their series listed in Schedule A, severally and not jointly (each, an “Acquiring Fund”) and the Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange- Traded Fund Trust, Invesco Actively Managed Exchange-Traded Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust, on behalf of each of their series (except such series listed on Schedule B, as may be amended from time to time), severally and not jointly (each, an “Acquired Fund” and together with the Acquiring Funds, the “Funds”).

SECOND AMENDMENT to the AMENDED AND RESTATED TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • July 28th, 2021 • GPS Funds I

THIS Second Amendment is made and entered into as of this April 1, 2021 to the Amended and Restated Transfer Agent Agreement (the “Agreement”), dated as of January 30, 2018, by and between GPS FUNDS I (“GPS I”), GPS FUNDS II (“GPS II”), SAVOS INVESTMENT TRUST (“SAVOS” and together with GPS I, GPS II referred to as the “Trust”), each separately and not jointly, and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

SECOND AMENDMENT to the AMENDED AND RESTATED FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • July 28th, 2021 • GPS Funds I

THIS Second Amendment is made and entered into as of this April 1, 2021, to the Amended and Restated Fund Administration Agreement (the “Agreement”), dated as of January 30, 2018, by and between GPS FUNDS I (“GPS I”), GPS FUNDS II (“GPS II”), SAVOS INVESTMENT TRUST (“SAVOS” and together with GPS I, GPS II referred to as the “Trust”), each separately and not jointly, and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

AMENDED AND RESTATED FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • July 31st, 2018 • GPS Funds I • Wisconsin

THIS AGREEMENT is made and entered into as of this 30th day of January, 2018, by and between GPS FUNDS I (“GPS I”), GPS FUNDS II (“GPS II”), SAVOS INVESTMENT TRUST (“SAVOS” and together with GPS I, GPS II referred to as the “Trust”), each separately and not jointly, and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

FIRST AMENDMENT to the AMENDED AND RESTATED FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • July 31st, 2020 • GPS Funds I

THIS First Amendment is made and entered into as of this December 23, 2019, to the Amended and Restated Fund Accounting Agreement (the “Agreement”), dated as of January 30, 2018, by and between GPS FUNDS I (“GPS I”), GPS FUNDS II (“GPS II”), SAVOS INVESTMENT TRUST (“SAVOS” and together with GPS I, GPS II referred to as the “Trust”), each separately and not jointly, and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

FIRST AMENDMENT to the AMENDED AND RESTATED TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • July 31st, 2020 • GPS Funds I

THIS Amendment is made and entered into as of this December 23, 2019 to the Amended and Restated Transfer Agent Agreement (the “Agreement”), dated as of January 30, 2018, by and between GPS FUNDS I (“GPS I”), GPS FUNDS II (“GPS II”), SAVOS INVESTMENT TRUST (“SAVOS” and together with GPS I, GPS II referred to as the “Trust”), each separately and not jointly, and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

GPS FUNDS I AMENDMENT TO THE AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • July 31st, 2017 • GPS Funds I

THIS AMENDMENT dated as of June 22, 2017, to the Amended and Restated Custody Agreement, dated as of August 20, 2004, as amended (the “Agreement”), is entered into by and between GPS FUNDS I, a Delaware statutory trust (the “Trust”) and U.S. BANK, N.A., a national banking association (the “Custodian”).

DISTRIBUTION AGREEMENT BETWEEN GPS FUNDS I AND ASSETMARK BROKERAGE, LLC
Distribution Agreement • July 31st, 2017 • GPS Funds I • Delaware

This DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of the 31st day of October, 2016, by and between GPS FUNDS I (the “Trust”), a Delaware statutory trust, on behalf of each of its separate series of shares (each a “Fund” and collectively, the “Funds”) as set forth on Annex A hereto, as amended from time to time, and ASSETMARK BROKERAGE, LLC (the “Distributor”), a Delaware limited liability company.

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • July 28th, 2022 • GPS Funds I

This Addendum (the “Addendum”) to the Fund Administration Servicing Agreement dated January 30, 2018, (the “Agreement”) is entered into by and between GPS Funds I, GPS Fund II, Savos Investment Trust (together the “Companies”) and U.S. Bancorp Fund Services, LLC (“USBFS”).

FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • July 28th, 2022 • GPS Funds I • Massachusetts

This Fund of Funds Investment Agreement (this “Agreement”), dated as of January 19, 2022 (the “Effective Date”), is made among GPS Funds I, GPS Funds II and Savos Investments Trust, each on behalf of itself and its separate series listed on Schedule A, as amended from time to time, severally and not jointly (each, the “Acquiring Fund”), and The Select Sector SPDR Trust, on behalf of each of its series listed on Schedule B, severally and not jointly (each, the “Acquired Fund” and together with the Acquiring Funds, the “Funds”).

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