0000894189-14-003495 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 31st, 2014 • GPS Funds II • 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 SSgA Funds Management, Inc. (the “Sub-Advisor”).

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INVESTMENT ADVISORY AGREEMENT GPS FUNDS II
Investment Advisory Agreement • July 31st, 2014 • GPS Funds II • Delaware

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

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 31st, 2014 • GPS Funds II • 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 Franklin Advisers, Inc., a California corporation (the “Sub-Advisor”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 31st, 2014 • GPS Funds II • 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 Altegris Advisors, L.L.C. (the “Sub-Advisor”).

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

AGREEMENT (“Agreement”) made as of the 30th day of August, 2013, by and between Genworth Financial Wealth Management, Inc. a California corporation (the “Advisor”), and DoubleLine Capital LP (the “Sub-Advisor”), a Delaware limited partnership.

GPS FUNDS II SECOND AMENDMENT TO THE CUSTODY AGREEMENT
The Custody Agreement • July 31st, 2014 • GPS Funds II

THIS SECOND AMENDMENT dated as of March 6, 2014, to the Custody Agreement, dated as of March 31, 2011, as amended September 1, 2012 (the "Agreement"), is entered into by and between GPS FUNDS II, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "Custodian").

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

AGREEMENT made as of the 30th day of August, 2013, by and between GPS Funds II, 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., a California corporation (the “Advisor”).

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

THIS SECOND AMENDMENT dated as of March 6, 2014, to the Fund Administration Servicing Agreement dated as of March 31, 2011, as amended September 1, 2012 (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").

GPS FUNDS II SECOND AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • July 31st, 2014 • GPS Funds II

THIS SECOND AMENDMENT dated as of March 6, 2014, to the Fund Accounting Servicing Agreement dated as of March 31, 2011, as amended September 1, 2012 (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").

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

THIS SECOND AMENDMENT, dated as March 6, 2014, to the Transfer Agent Servicing Agreement, dated as of March 31, 2011, as amended September 1, 2012 (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").

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