0000894189-12-004129 Sample Contracts

SUB-ADVISORY AGREEMENT

Sub-Advisory Agreement • July 31st, 2012 • GPS Funds I • Delaware

• Contract Type
  Sub-Advisory Agreement
• Filed
  July 31st, 2012
• Company
  GPS Funds I
• Jurisdiction
  Delaware

AGREEMENT made as of the 1st day of August, 2012, by and between Genworth Financial Wealth Management, Inc. a California corporation (the “Advisor”), and Wellington Management Company, LLP, a limited liability partnership organized under the laws of the Commonwealth of Massachusetts (the “Sub-Advisor”).

GPS FUNDS I AMENDMENT TO THE AMENDED AND RESTATED CUSTODY AGREEMENT

Custody Agreement • July 31st, 2012 • GPS Funds I

• Contract Type
  Custody Agreement
• Filed
  July 31st, 2012
• Company
  GPS Funds I

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”).

GPS Funds I Amended and Restated Fee Waiver Agreement

Fee Waiver Agreement • July 31st, 2012 • GPS Funds I

• Contract Type
  Fee Waiver Agreement
• Filed
  July 31st, 2012
• Company
  GPS Funds I

GPS FUNDS I AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT

Fund Administration Servicing Agreement • July 31st, 2012 • GPS Funds I

• Contract Type
  Fund Administration Servicing Agreement
• Filed
  July 31st, 2012
• Company
  GPS Funds I

THIS AMENDMENT effective as of the 1st day of April, 2011, to the Fund Administration Servicing Agreement, dated as of May 11, 2001, as amended February 21, 2002, May 25, 2004 and May 15, 2007 (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. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

GPS FUNDS I AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT

Transfer Agent Servicing Agreement • July 31st, 2012 • GPS Funds I

• Contract Type
  Transfer Agent Servicing Agreement
• Filed
  July 31st, 2012
• Company
  GPS Funds I

THIS AMENDMENT effective as of the 1st day April, 2011, to the Transfer Agent Servicing Agreement, dated as of May 11, 2001, as amended August 27, 2002 and May 15, 2007 (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. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

ADMINISTRATIVE SERVICES AGREEMENT BETWEEN GPS FUNDS I AND GENWORTH FINANCIAL WEALTH MANAGEMENT, INC.

Administrative Services Agreement • July 31st, 2012 • GPS Funds I

• Contract Type
  Administrative Services Agreement
• Filed
  July 31st, 2012
• Company
  GPS Funds I

AMENDMENT TO EXPENSE WAIVER AND REIMBURSEMENT AGREEMENT BETWEEN GPS FUNDS I AND GENWORTH FINANCIAL WEALTH MANAGEMENT, INC.

Expense Waiver and Reimbursement Agreement • July 31st, 2012 • GPS Funds I

• Contract Type
  Expense Waiver and Reimbursement Agreement
• Filed
  July 31st, 2012
• Company
  GPS Funds I

AMENDMENT TO DISTRIBUTION AGREEMENT BETWEEN GPS FUNDS I AND CAPITAL BROKERAGE CORPORATION

Distribution Agreement • July 31st, 2012 • GPS Funds I

• Contract Type
  Distribution Agreement
• Filed
  July 31st, 2012
• Company
  GPS Funds I

GPS FUNDS I AMENDMENT TO THE AMENDED AND RESTATED FUND ACCOUNTING SERVICING AGREEMENT

Fund Accounting Servicing Agreement • July 31st, 2012 • GPS Funds I

• Contract Type
  Fund Accounting Servicing Agreement
• Filed
  July 31st, 2012
• Company
  GPS Funds I

THIS AMENDMENT effective as of the 1st day of April, 2011, to the Fund Accounting Servicing Agreement, originally made and entered into in 2001 and amended and restated as of March 16, 2006, as amended May 15, 2007 (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. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").