0000894189-15-003658 Sample Contracts

FEE WAIVER AGREEMENT GPS FUNDS II
Fee Waiver Agreement • July 31st, 2015 • GPS Funds II

AGREEMENT made effective as of the 30th day of August, 2013, by and between GPS Funds II, a Delaware statutory trust (the “Trust), on behalf the GuidePath Altegris Diversified Alternatives Allocation Fund (the “Fund”), and Genworth Financial Wealth Management, Inc., a California corporation (the “Advisor”).

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GPS FUNDS II THIRD AMENDMENT TO THE CUSTODY AGREEMENT
The Custody Agreement • July 31st, 2015 • GPS Funds II

THIS THIRD AMENDMENT dated as of July 16, 2014, to the Custody Agreement, dated as of March 31, 2011, as amended September 1, 2012 and March 6, 2014 (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").

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

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

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

This DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of the 15th day of August, 2014, by and between GPS Funds II (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.

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