0000894189-15-003657 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 31st, 2015 • GPS Funds I • Delaware

AGREEMENT made as of the 1st day of October, 2014, by and between AssetMark, Inc., a California corporation (the “Advisor”), and Nuveen Asset Management, LLC (the “Sub-Advisor”).

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DISTRIBUTION AGREEMENT BETWEEN GPS FUNDS I AND ASSETMARK BROKERAGE, LLC
Distribution Agreement • July 31st, 2015 • GPS Funds I • Delaware

This DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of the 15th day of August, 2014, by and between GPS Funds I (the “Trust”), a Delaware statutory trust, on behalf of each of its separate series of shares (each a “Fund” and collectively, the “Funds”) as set forth on Annex A hereto, as amended from time to time, and ASSETMARK BROKERAGE, LLC (the “Distributor”), a Delaware limited liability company.

Exhibit A AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT GPS FUNDS I
Expense Limitation Agreement • July 31st, 2015 • GPS Funds I

This Expense Limitation Agreement (the “Agreement”) between GPS Funds I, 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 AssetMark, Inc. (formerly Genworth Financial Wealth Management, Inc.), a California corporation (the “Advisor”) is amended and restated effective July 31, 2015.

ASSUMPTION OF SUBADVISORY AGREEMENTS
Assumption of Subadvisory Agreements • July 31st, 2015 • GPS Funds I

This Assumption of Subadvisory Agreements is made as of January 1, 2015 by and between Wellington Management Company, LLP (“WMC Massachusetts”), a Massachusetts limited liability partnership, and Wellington Management Company LLP, a Delaware limited liability partnership (“WMC Delaware”).

GPS Funds I Fee Waiver Agreement
Fee Waiver Agreement • July 31st, 2015 • GPS Funds I

AGREEMENT effective 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 series of the Trust (each, a “Fund,” and collectively, the “Funds”), and Genworth Financial Wealth Management, Inc., a California corporation (the “Advisor”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 31st, 2015 • 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”).

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