0000894189-17-003740 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 31st, 2017 • GPS Funds II • Delaware

AGREEMENT (“Agreement”) made as of the 31st day of October, 2016, by and between AssetMark, Inc. a California corporation (the “Advisor”), and DoubleLine Capital LP (the “Sub-Advisor”), a Delaware limited partnership.

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INVESTMENT ADVISORY AGREEMENT GPS FUNDS II
Investment Advisory Agreement • July 31st, 2017 • GPS Funds II • Delaware

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

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 31st, 2017 • GPS Funds II • Delaware

AGREEMENT made as of the 31st day of October, 2016, by and between AssetMark, Inc., a California corporation (the “Advisor”), and Franklin Advisers, Inc., a California corporation (the “Sub-Advisor”).

GPS FUNDS II AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • July 31st, 2017 • GPS Funds II

THIS AMENDMENT dated as of June 22, 2017, to the Custody Agreement, dated as of March 31, 2011, as amended (the “Agreement”), is entered into by and between GPS FUNDS II, a Delaware statutory trust (the “Trust”) and U.S. BANK, N.A., a national banking association (the “Custodian”).

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

This DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of the 31st day of October, 2016, by and between GPS FUNDS II (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.

GPS FUNDS II AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • July 31st, 2017 • GPS Funds II

THIS AMENDMENT dated as of June 22, 2017, to the Fund Accounting Servicing Agreement, dated as of March 31, 2011, as amended (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”).

EXPENSE LIMITATION AGREEMENT GPS FUNDS II
Expense Limitation Agreement • July 31st, 2017 • GPS Funds II

AGREEMENT made as of the 31st day of October, 2016, between GPS Funds II, a Delaware statutory trust (the “Trust), on behalf of each of its series listed on Schedule A hereto (each, a “Fund” and, together, the “Funds”), and AssetMark, Inc., a California corporation (the “Advisor”).

SECOND AMENDMENT TO AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT BETWEEN GPS FUNDS II AND ASSETMARK, INC. (FORMERLY, GENWORTH FINANCIAL WEALTH MANAGEMENT, INC.)
Administrative Services Agreement • July 31st, 2017 • GPS Funds II

This Second Amendment (the “Amendment”) is entered into as of January 19, 2016, by and between GPS Funds II, a Delaware statutory trust (the “Trust”), and AssetMark, Inc. (formerly, Genworth Financial Wealth Management, Inc.), a California corporation (“AssetMark”).

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