GPS FUNDS I AMENDMENT TO THE AMENDED AND RESTATED CUSTODY AGREEMENT
AMENDMENT TO THE
AMENDED AND RESTATED CUSTODY AGREEMENT
THIS AMENDMENT effective as of the 1st day of April, 2011, 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 f/k/a AssetMark Funds, a Delaware statutory trust (the “Trust”) and U.S. Bank, N.A., a national banking association (the “Custodian”).
RECITALS
WHEREAS, the parties have entered into the Agreement; and
WHEREAS, the parties desire to amend the Agreement; and
NOW, THEREFORE, the parties agree as follows:
Effective as of April 1, 2011, AssetMark Funds shall be known as GPS Funds I. Accordingly, all references to the AssetMark Funds in the Agreement shall be replaced with GPS Funds I.
Exhibit B of the Agreement is hereby superseded and replaced with Exhibit B attached hereto.
Exhibit E, the fees of the Agreement, is attached hereto.
Except to the extent amended hereby, the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.
| GPS FUNDS I | U.S. BANK, N.A. |
| By: _____________________________ | By: ________________________________ |
| Name:___________________________ | Name: Xxxxxxx X. XxXxx |
| Title: ____________________________ | Title: Vice President |
2011
1
Exhibit B to the Custody Agreement – GPS Funds I
Separate Series of GPS Funds I
GuideMark Large Cap Growth Fund
GuideMark Large Cap Value Fund
GuideMark Small/Mid Cap Core Fund
GuideMark World ex-US Fund
GuideMark Tax-Exempt Fixed Income Fund
GuideMark Core Fixed Income Fund
GuideMark Opportunistic Equity Fund
2011
2
Exhibit E to the Custody Agreement – GPS Funds I
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U.S. BANK, N.A
DOMESTIC CUSTODY SERVICES
FEE SCHEDULE
EFFECTIVE April 1, 2011
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Annual Fee Based Upon Market Value Fund Family:
[ ] basis point on first $ billion
[ ] basis points on the next $[ ] billion
[ ] basis points on assets greater than $[ ] billion
Minimum annual fee:$ [ ] (7 funds)
CCO Support Services - $[ ] Per Year Per Fund Complex*
Portfolio Transaction Fees
$ [ ] per book entry DTC or Federal Reserve transaction
$ [ ] per principal paydown
$ [ ] per short sale/liability
$ [ ] per US Bank repurchase agreement transaction
$ [ ] per option/future contract written, exercised or expired
$ [ ] per mutual fund trade
$ [ ] per definitive (physical) security
$ [ ] per Cedel/Euroclear transaction
$ [ ] per disbursement (waived if U.S. Bancorp is Administrator)
$ [ ] per Fed Wire
$ [ ] per margin variation Fed wire
Variable Amount Demand Notes: Used as a short-term investment, variable amount notes offer safety and prevailing high interest rates. Our charge, which is [ ] of [ ]%, is deducted from the variable amount note income at the time it is credited to your account.
· A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.
· No charge for the initial conversion free receipt.
· Overdrafts – charged to the account at prime interest rate plus [ ].
Plus Out-Of-Pocket Expenses – Including but not limited to expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, extraordinary expenses based upon complexity, and all other out-of-pocket expenses.
Fees are billed monthly.
* Subject to annual CPI increase, Milwaukee MSA.
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In Addition to the Domestic Custody Fees, the following Global Custody Fees Apply:
Annual Base Fee: [ ] per portfolio, Plus any applicable transaction fees and basis point safekeeping fees, as indicated below.*
GLOBAL CUSTODY SERVICES
ANNUAL FEE SCHEDULE for GPS FUNDS I
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Country
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Instrument
|
Safekeeping
(BPS)
|
Transaction
Fee
|
Country
|
Instrument
|
Safekeeping
(BPS)
|
Transaction
Fee
|
|
|
Argentina
|
All
|
[ ]
|
$[ ]
|
Latvia
|
Gov't Bonds
|
[ ]
|
$[ ]
|
|
|
Australia
|
All
|
[ ]
|
$[ ]
|
Lebanon
|
All
|
[ ]
|
$[ ]
|
|
|
Austria
|
Equities/Bonds
|
[ ]
|
$[ ]
|
Lithuania
|
All
|
[ ]
|
$[ ]
|
|
|
Austria
|
Depo Receipt
|
[ ]
|
$[ ]
|
Luxembourg
|
All
|
[ ]
|
$[ ]
|
|
|
Austria
|
non ATS ALL
|
[ ]
|
$[ ]
|
Malaysia
|
All
|
[ ]
|
$[ ]
|
|
|
Bahrain
|
All
|
[ ]
|
$[ ]
|
Mali
|
All
|
[ ]
|
$[ ]
|
|
|
Bangladesh
|
All
|
[ ]
|
$[ ]
|
Malta
|
All
|
[ ]
|
$[ ]
|
|
|
Belgium
|
All
|
[ ]
|
$[ ]
|
Mauritius
|
All
|
[ ]
|
$[ ]
|
|
|
Benin
|
All
|
[ ]
|
$[ ]
|
Mexico
|
All
|
[ ]
|
$[ ]
|
|
|
Bermuda
|
All
|
[ ]
|
$[ ]
|
Morocco
|
All
|
[ ]
|
$[ ]
|
|
|
Bolivia
|
All
|
[ ]
|
$[ ]
|
Namibia
|
All
|
[ ]
|
$[ ]
|
|
|
Botswana
|
All
|
[ ]
|
$[ ]
|
Netherlands
|
All
|
[ ]
|
$[ ]
|
|
|
Brazil
|
All
|
[ ]
|
$[ ]
|
New Zealand
|
All
|
[ ]
|
$[ ]
|
|
|
Bulgaria
|
All
|
[ ]
|
$[ ]
|
Niger
|
All
|
[ ]
|
$[ ]
|
|
|
Burkina Faso
|
All
|
[ ]
|
$[ ]
|
Nigeria
|
All
|
[ ]
|
$[ ]
|
|
|
Canada
|
All
|
[ ]
|
$[ ]
|
Norway
|
All
|
[ ]
|
$[ ]
|
|
|
Chile
|
All
|
[ ]
|
$[ ]
|
Oman
|
All
|
[ ]
|
$[ ]
|
|
|
China-Shanghai
|
All
|
[ ]
|
$[ ]
|
Pakistan
|
All
|
[ ]
|
$[ ]
|
|
|
China-Shenzhen
|
All
|
[ ]
|
$[ ]
|
Palestinian
|
All
|
[ ]
|
$[ ]
|
|
|
Columbia
|
All
|
[ ]
|
$[ ]
|
Panama
|
All
|
[ ]
|
$[ ]
|
|
|
Costa Rica
|
All
|
[ ]
|
$[ ]
|
Peru
|
All
|
[ ]
|
$[ ]
|
|
|
Croatia
|
All
|
[ ]
|
$[ ]
|
Philippines
|
All
|
[ ]
|
$[ ]
|
|
|
Cyprus
|
All
|
[ ]
|
$[ ]
|
Poland
|
All
|
[ ]
|
$[ ]
|
|
|
Czech Republic
|
All
|
[ ]
|
$[ ]
|
Portugal
|
All
|
[ ]
|
$[ ]
|
|
|
Denmark
|
All
|
[ ]
|
$[ ]
|
Qatar
|
All
|
[ ]
|
$[ ]
|
|
|
EASDAQ
|
All
|
[ ]
|
$[ ]
|
Romania
|
All
|
[ ]
|
$[ ]
|
|
|
Ecuador
|
All
|
[ ]
|
$[ ]
|
Russia
|
Equities/Bonds
|
[ ]
|
$[ ]
|
|
|
Egypt
|
All
|
[ ]
|
$[ ]
|
Russia
|
MINFIN
|
[ ]
|
$[ ]
|
|
|
Estonia
|
All
|
[ ]
|
$[ ]
|
Senegal
|
All
|
[ ]
|
$[ ]
|
|
|
Euromarkets
|
All
|
[ ]
|
$[ ]
|
Singapore
|
All
|
[ ]
|
$[ ]
|
|
|
Finland
|
All
|
[ ]
|
$[ ]
|
Slovak Republic
|
All
|
[ ]
|
$[ ]
|
|
|
France
|
All
|
[ ]
|
$[ ]
|
Slovenia
|
All
|
[ ]
|
$[ ]
|
|
|
Germany
|
All
|
[ ]
|
$[ ]
|
South Africa
|
All
|
[ ]
|
$[ ]
|
|
|
Ghana
|
All
|
[ ]
|
$[ ]
|
South Korea
|
All
|
[ ]
|
$[ ]
|
|
|
Greece
|
All
|
[ ]
|
$[ ]
|
Spain
|
All
|
[ ]
|
$[ ]
|
|
|
Guinea Bissau
|
All
|
[ ]
|
$[ ]
|
Sri Lanka
|
All
|
[ ]
|
$[ ]
|
|
|
Hong Kong
|
All
|
[ ]
|
$[ ]
|
Swaziland
|
All
|
[ ]
|
$[ ]
|
|
|
Hungary
|
All
|
[ ]
|
$[ ]
|
Sweden
|
All
|
[ ]
|
$[ ]
|
|
|
Iceland
|
All
|
[ ]
|
$[ ]
|
Switzerland
|
All
|
[ ]
|
$[ ]
|
|
|
India
|
All
|
[ ]
|
$[ ]
|
Taiwan
|
All
|
[ ]
|
$[ ]
|
|
|
Indonesia
|
All
|
[ ]
|
$[ ]
|
Thailand
|
All
|
[ ]
|
$[ ]
|
|
|
Ireland
|
All
|
[ ]
|
$[ ]
|
Togo
|
All
|
[ ]
|
$[ ]
|
|
|
Israel
|
All
|
[ ]
|
$[ ]
|
Trinidad & Tobago
|
All
|
[ ]
|
$[ ]
|
|
|
Italy
|
All
|
[ ]
|
$[ ]
|
Tunisia
|
All
|
[ ]
|
$[ ]
|
|
|
Ivory Coast
|
All
|
[ ]
|
$[ ]
|
Turkey
|
All
|
[ ]
|
$[ ]
|
|
|
Jamaica
|
All
|
[ ]
|
$[ ]
|
United Kingdom
|
All
|
[ ]
|
$[ ]
|
|
|
Japan
|
All
|
[ ]
|
$[ ]
|
Ukraine
|
All
|
[ ]
|
$[ ]
|
|
|
Jordan
|
All
|
[ ]
|
$[ ]
|
Uruguay
|
All
|
[ ]
|
$[ ]
|
|
|
Kazakhstan
|
Equities
|
[ ]
|
$[ ]
|
Venezuela
|
All
|
[ ]
|
$[ ]
|
|
|
Kazakhstan
|
Bonds
|
[ ]
|
$[ ]
|
Zambia
|
All
|
[ ]
|
$[ ]
|
|
|
Kenya
|
All
|
[ ]
|
$[ ]
|
Zimbabwe
|
All
|
[ ]
|
$[ ]
|
|
|
Latvia
|
Equities/Bonds
|
[ ]
|
$[ ]
|
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*Any non-Eurobond assets held in CEDEL and Euroclear will be charged at the local market price quote.
All fees quoted are payable monthly
2011
4
