0000894189-13-004119 Sample Contracts

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

AGREEMENT (“Agreement”) made as of the _____day of ___________, 2012, by and between Genworth Financial Wealth Management, Inc. a California corporation (the “Advisor”), and DoubleLine Capital LP (the “Sub-Advisor”), a Delaware limited partnership.

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FEE WAIVER AGREEMENT GPS FUNDS II
Fee Waiver Agreement • July 31st, 2013 • GPS Funds II

AGREEMENT made effective as of the 13th day of December, 2012, by and between GPS Funds II, a Delaware statutory trust (the “Trust), on behalf the GuidePath Altegris Multi-Strategy Alternative Allocation Fund (the “Fund”), and Genworth Financial Wealth Management, Inc., a California corporation (the “Advisor”).

SPECIAL CUSTODY ACCOUNT AGREEMENT
Special Custody Account Agreement • July 31st, 2013 • GPS Funds II • New York

AGREEMENT, dated as of January 29, 2013, by and among The Bank of New York Mellon, in its capacity as custodian (“Bank”), GuideMark Opportunistic Fixed Income Fund, a series of GPS Funds II (“Customer”), Loomis, Sayles & Company, L.P., as investment sub-advisor to Customer (“IA”) and Morgan Stanley & Co. LLC ("Broker").

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