0000894189-13-004117 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 31st, 2013 • GPS Funds I • Delaware

AGREEMENT made as of the 18th day of January 2013, by and between Genworth Financial Wealth Management, Inc. a California corporation (the “Advisor”), and River Road Asset Management, LLC (the “Sub-Advisor”).

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ASSUMPTION AGREEMENT
Assumption Agreement • July 31st, 2013 • GPS Funds I

THIS ASSUMPTION AGREEMENT is made as of 2/28, 2011 by and between Genworth Financial Wealth Management, Inc., a California corporation (“Genworth”), and Nuveen Asset Management, LLC, a Delaware limited liability company.

ASSIGNMENT AND ASSUMPTION OF SUBADVISORY AGREEMENT
Assignment and Assumption of Subadvisory Agreement • July 31st, 2013 • GPS Funds I

This Assignment and Assumption of Subadvisory Agreement is made as of June 7, 2013 by and between Delaware Management Company (“DMC”) and Delaware Investments Fund Advisers (“DIFA”), each a series of Delaware Management Business Trust, a Delaware statutory trust (“DMBT”).

GPS FUNDS I AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • July 31st, 2013 • GPS Funds I

THIS AMENDMENT effective as of the 18th day of December, 2012, to the Transfer Agent Servicing Agreement, dated as of May 11, 2001, as amended August 27, 2002, May 15, 2007, and April 1, 2011 (the “Agreement”), is entered into by and between GPS Funds I, a Delaware statutory trust (the “Trust”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

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