0001609006-16-000328 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • January 19th, 2016 • GPS Funds II • Delaware

AGREEMENT made as of the [_____] day of January, 2016, by and between AssetMark, Inc. a California corporation (the “Advisor”), and AlphaSimplex Group, LLC, a Delaware limited liability company (the “Sub-Advisor”).

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SECOND AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT BETWEEN GPS FUNDS II AND ASSETMARK, INC.
Administrative Services Agreement • January 19th, 2016 • GPS Funds II

AGREEMENT made as of the 1st day of April, 2011, as amended and restated as of September 30, 2011, further amended as of [__], 2012, and further amended and restated as of January [_], 2016, 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 AssetMark, Inc. (“AssetMark”).

AMENDMENT TO DISTRIBUTION AGREEMENT BETWEEN GPS FUNDS II AND ASSETMARK BROKERAGE, LLC
Distribution Agreement • January 19th, 2016 • GPS Funds II

This Amendment (the “Amendment”) is entered into as of [January___], 2016, by and between GPS Funds II, a Delaware statutory trust (the “Trust”), and AssetMark Brokerage, LLC, a Delaware limited liability company (the “Distributor”).

GPS FUNDS II THIRD AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • January 19th, 2016 • GPS Funds II

THIS THIRD AMENDMENT dated as of December 31, 2015, to the Fund Administration Servicing Agreement dated as of March 31, 2011, as amended September 1, 2012 and March 6, 2014 (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 AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT GPS FUNDS II
Expense Limitation Agreement • January 19th, 2016 • GPS Funds II

This Amendment (the “Amendment”) is entered into as of January___, 2016, by and 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. (formerly Genworth Financial Wealth Management, Inc.), a California corporation (the “Advisor”).

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT GPS FUNDS II
Investment Advisory Agreement • January 19th, 2016 • GPS Funds II

This amendment (the “Amendment”) is effective as of January___, 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 (the “Advisor”).

GPS FUNDS II THIRD AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • January 19th, 2016 • GPS Funds II

THIS THIRD AMENDMENT dated as of December 31, 2015, to the Fund Accounting Servicing Agreement dated as of March 31, 2011, as amended September 1, 2012 and March 6, 2014 (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 THIRD AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • January 19th, 2016 • GPS Funds II

THIS THIRD AMENDMENT, dated as of December 31, 2015, to the Transfer Agent Servicing Agreement, dated as of March 31, 2011, as amended September 1, 2012 and March 6, 2014 (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").

Contract
Custody Agreement • January 19th, 2016 • GPS Funds II
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