0000894189-14-003493 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 31st, 2014 • GPS Funds I • Delaware

AGREEMENT made as of the 30th day of August, 2013, by and between Genworth Financial Wealth Management, Inc. a California corporation (the “Advisor”), and Barrow, Hanley, Mewhinney & Strauss, LLC (the “Sub-Advisor”).

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Investment Advisory Agreement GPS Funds I
Investment Advisory Agreement • July 31st, 2014 • GPS Funds I • California

AGREEMENT made this 30th day of August, 2013, by and between GPS Funds I (formerly AssetMark Funds), a Delaware statutory trust (the “Trust”), and Genworth Financial Wealth Management, Inc. (formerly AssetMark Investment Services, Inc.), a California corporation (the “Advisor”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 31st, 2014 • GPS Funds I • Delaware

AGREEMENT made as of the 30th day of August, 2013, by and between Genworth Financial Wealth Management, Inc., a California corporation (the “Advisor”), and Pyramis Global Advisors, LLC, a Delaware limited liability company (the “Sub-Advisor”).

GPS FUNDS I AMENDMENT TO THE AMENDED AND RESTATED FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • July 31st, 2014 • GPS Funds I

THIS AMENDMENT dated as of March 1, 2014, to the Fund Accounting Servicing Agreement, originally made and entered into in 2001 and amended and restated as of March 16, 2006, further amended May 15, 2007 and April 1, 2011 (the “Agreement”), is entered into by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").

GPS FUNDS I AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • July 31st, 2014 • GPS Funds I

THIS AMENDMENT dated as of March 6, 2014, to the Transfer Agent Servicing Agreement, dated as of May 11, 2001, as amended August 27, 2002, May 15, 2007, April 1, 2011 and December 18, 2012 (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”).

EXPENSE LIMITATION AGREEMENT GPS FUNDS I
Expense Limitation Agreement • July 31st, 2014 • GPS Funds I

AGREEMENT made as of the 30th day of August, 2013, between GPS Funds I (formerly AssetMark Funds), a Delaware statutory trust (the “Trust”), on behalf of each of its series listed on Schedule A hereto (each a “Fund” and, together the “Funds”), and Genworth Financial Wealth Management, Inc. (formerly AssetMark Investment Services, Inc.), a California corporation (the “Advisor”).

GPS FUNDS I AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • July 31st, 2014 • GPS Funds I

THIS AMENDMENT dated as of the 6th day of March, 2014, to the Fund Administration Servicing Agreement, dated as of May 11, 2001, as amended February 21, 2002, May 25, 2004, 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").

GPS FUNDS I AMENDMENT TO THE AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • July 31st, 2014 • GPS Funds I

THIS AMENDMENT dated as of March 6, 2014, to the Amended and Restated Custody Agreement, dated as of August 20, 2004 and further amended as of April 1, 2011 (the “Agreement”), is entered into by and between GPS FUNDS I, a Delaware statutory trust (the “Trust”) and U.S. BANK, N.A., a national banking association (the “Custodian”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 31st, 2014 • GPS Funds I • Delaware

AGREEMENT made as of the 30th day of June, 2014, by and between AssetMark, Inc., a California corporation (the “Advisor”), and River Road Asset Management, LLC (the “Sub-Advisor”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 31st, 2014 • GPS Funds I • Delaware

AGREEMENT made as of the 30th day of August, 2013, 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”).

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