0000894189-12-004131 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 31st, 2012 • GPS Funds II • Delaware

AGREEMENT made as of the 29th day of March, 2011, and as amended on the 30th day of March, 2012, by and between Genworth Financial Wealth Management, Inc., a California corporation (the “Advisor”), and Franklin Advisers, Inc., a California corporation (the “Sub-Advisor”).

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SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 31st, 2012 • GPS Funds II • Delaware

AGREEMENT made as of the ___ day of ___________, 2012, by and between Genworth Financial Wealth Management, Inc. a California corporation (the “Advisor”), and Altegris Advisors, L.L.C. (the “Sub-Advisor”).

GPS FUNDS II FIRST AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • July 31st, 2012 • GPS Funds II

THIS FIRST AMENDMENT dated as of _____________, 2012, to the Fund Administration Servicing Agreement dated as of March 31, 2011 (the “Agreement”), is entered into by and between GPS FUNDS II, a Delaware statutory trust (the “Trust”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

AMENDMENT TO DISTRIBUTION AGREEMENT BETWEEN GPS FUNDS II AND CAPITAL BROKERAGE CORPORATION
Distribution Agreement • July 31st, 2012 • GPS Funds II

This Amendment (the “Amendment”) is entered into as of ______________, 2012, by and between GPS Funds II, a Delaware statutory trust (the “Trust”), and Capital Brokerage Corporation, a California corporation (the “Distributor”).

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT BETWEEN GPS FUNDS II AND GENWORTH FINANCIAL WEALTH MANAGEMENT, INC.
Investment Advisory Agreement • July 31st, 2012 • GPS Funds II

This amendment (the “Amendment”) is effective as of ______________, 2012, by and between GPS Funds II, a Delaware statutory trust (the “Trust”), and Genworth Financial Wealth Management, Inc., a California corporation (the “Advisor”).

PARTICIPATION AGREEMENT
Participation Agreement • July 31st, 2012 • GPS Funds II • Delaware

THIS AGREEMENT, dated as of ______________, between _____________, a [business trust /corporation] organized under the laws of the [Commonwealth/State] of _______________, on behalf of itself or its separate series listed on Schedule A, severally and not jointly (each, an “Underlying Fund,” as defined below), GPS Funds II, a statutory trust organized under the laws of the State of Delaware, on behalf of each of its series, severally and not jointly (each a “GPS Fund” and collectively the “GPS Funds”).

ADMINISTRATIVE SERVICES AGREEMENT BETWEEN GPS FUNDS II AND GENWORTH FINANCIAL WEALTH MANAGEMENT, INC.
Administrative Services Agreement • July 31st, 2012 • GPS Funds II

AGREEMENT made as of the 1st day of April, 2011, and amended as of September 30, 2011, between the GPS Funds II, a Delaware statutory trust (the “Trust”), on behalf of the Service Shares class of each series of the Trust (each a “Fund,” and together, the “Funds”) listed in Exhibit A of this Agreement, as amended from time to time, and Genworth Financial Wealth Management, Inc. (“GFWM”).

GPS FUNDS II FIRST AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • July 31st, 2012 • GPS Funds II

THIS FIRST AMENDMENT dated as of ______________, 2012, to the Fund Accounting Servicing Agreement dated as of March 31, 2011 (the “Agreement”), is entered into by and between GPS Funds II, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

GPS FUNDS II FIRST AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • July 31st, 2012 • GPS Funds II

THIS FIRST AMENDMENT, dated as ______________, 2012, to the Transfer Agent Servicing Agreement, dated as of March 31, 2011 (the “Agreement”), is entered into by and between GPS FUNDS II, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

AMENDMENT TO EXPENSE LIMITATION AGREEMENT BETWEEN GPS FUNDS II AND GENWORTH FINANCIAL WEALTH MANAGEMENT, INC.
Expense Limitation Agreement • July 31st, 2012 • GPS Funds II

This Amendment (the “Amendment”) is entered into as of ______________, 2012, by and between GPS Funds II, a Delaware statutory trust (the “Trust”), and Genworth Financial Wealth Management, Inc., a California corporation (the “Advisor”).

AMENDMENT TO AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT BETWEEN GPS FUNDS II AND GENWORTH FINANCIAL WEALTH MANAGEMENT, INC.
Administrative Services Agreement • July 31st, 2012 • GPS Funds II

This Amendment (the “Amendment”) is entered into as of ______________, 2012, by and between GPS Funds II, a Delaware statutory trust (the “Trust”), and Genworth Financial Wealth Management, Inc., a California corporation (“GFWM”).

GPS FUNDS II FIRST AMENDMENT TO THE CUSTODY AGREEMENT
The Custody Agreement • July 31st, 2012 • GPS Funds II

THIS FIRST AMENDMENT dated as of _____________, 2012, to the Custody Agreement, dated as of March 31, 2011, (the "Agreement"), is entered into by and between GPS FUNDS II, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "Custodian").

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