GPS FUNDS II FIRST AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
FIRST AMENDMENT TO THE
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").
RECITALS
WHEREAS, the parties have entered into the Agreement; and
WHEREAS, the parties desire to add funds and amend the fees of the Agreement; and
WHEREAS, Section 12 of the Agreement allows for its amendment by a written instrument executed by all parties.
NOW, THEREFORE, the parties agree as follows:
Exhibit A of the Agreement is hereby superseded and replaced with Amended Exhibit A attached hereto.
Exhibit C of the Agreement is hereby superseded and replaced with Amended Exhibit C attached hereto.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 First 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 II | U.S. BANCORP FUND SERVICES, LLC |
| By: | By: |
| Name: | Name: Xxxxxxx X. XxXxx |
| Title: | Title: Executive Vice President |
| 2012 | 1 |
Amended Exhibit A
to the
Separate Series of GPS Funds II
Name of Series
GuidePath Strategic Asset Allocation Fund
GuidePath Tactical Constrained Asset Allocation Fund
GuidePath Tactical Unconstrained Asset Allocation Fund
GuidePath Absolute Return Asset Allocation Fund
GuideMark Opportunistic Fixed Income Fund
GuideMark Global Real Return Fund
GuidePath Multi-Asset Income Asset Allocation Fund
GuidePath Fixed Income Allocation Fund
GuidePath Altegris Multi-Strategy Alternative Allocation Fund
| 2012 | 2 |
Amended Exhibit C to the
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GPS Funds II – Fee Schedule effective August 1, 2012
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Shareholder Account Fee (Subject to Minimum)
No-Load - $[ ] per account
Load Fund - $[ ] per account
Money Market - $[ ] per account
The per account fees will be charged monthly from inception.
Annual Minimum*
$[ ] per fund with one class
Multiple Class Fee* - $[ ] annually for each class beyond the first class (waived during the first [ ] months of operations and tiered as listed below for months [ ] through [ ]).
*Minimum annual fee of $[ ] per fund is waived for each fund during the first [ ] months of operations. After the first [ ] months, the following tiered minimum annual fee schedule applies during months [ ] through [ ] of operations:
[ ]% of the minimum annual fee in months [ ], [ ] & [ ]
[ ]% of the minimum annual fee in months [ ], [ ] & [ ]
[ ]% of the minimum annual fee in months [ ], [ ] & [ ]
[ ]% of the minimum annual fee in month [ ] and beyond
Chief Compliance Officer Support Services: Trust level annual fee - $[ ] per year.
Implementation Charges:
First CUSIP: $[ ] /fund group (waived)
Subsequent CUSIPs: $[ ] /each additional CUSIP (waived)
Activity Charges:
Telephone Call - $[ ] per call
Manual Shareholder Transactions - $[ ] per event
Draft Check Processing - $[ ] per draft
Daily Valuation Trades - $[ ] per trade
ACH Shareholder Services:
$[ ] per month per fund group
$[ ] per ACH item, setup and/or change
$[ ] per correction, reversal, return item
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Charges Paid by Investors:
Shareholder accounts will be charged based upon the type of activity and type of account, including the following:
Qualified Plan Fees
$[ ] /qualified plan account or Xxxxxxxxx ESA account (Cap at $[ ] /SSN)
$[ ] /transfer to successor trustee
$[ ] /participant distribution (Excluding SWPs)
$[ ] /refund of excess contribution
$[ ] /reconversion/recharacterization
Additional Shareholder Paid Fees
$[ ] /outgoing wire transfer or overnight delivery
$[ ] /telephone exchange
$[ ] /return check or ACH or stop payment
$[ ] /research request per account (Cap at $[ ] /request) (This fee applies to requests for statements older than the prior year)
Plus out-of-pocket expenses, including, but not limited to:
Telephone – toll-free lines
Postage
Stationery, Envelopes
Programming, Special Reports
Insurance
Record Retention
Microfilm/fiche of records
Proxies, Proxy Services
ACH fees
NSCC charges
All other out-of-pocket expenses
Extraordinary services - quoted separately
File Transfer - $[ ] per month plus $[ ]/record
Fees and out-of-pocket expenses are billed monthly.
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| 2012 | 3 |
