0000894189-21-004805 Sample Contracts

SECOND AMENDMENT to the AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • July 28th, 2021 • GPS Funds II

THIS Second Amendment, is made and entered into as of April 1, 2021 to the Amended and Restated Custody Agreement, dated as of January 30, 2018 (the “Agreement”), by and between GPS FUNDS I (“GPS I”), GPS FUNDS II (“GPS II”), SAVOS INVESTMENT TRUST (“SAVOS” and together with GPS I, GPS II referred to as the “Trust”), each separately and not jointly, and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

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SECOND AMENDMENT to the AMENDED AND RESTATED FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • July 28th, 2021 • GPS Funds II

THIS Second Amendment is made and entered into as of this April 1, 2021, to the Amended and Restated Fund Accounting Agreement (the “Agreement”), dated as of January 30, 2018, by and between GPS FUNDS I (“GPS I”), GPS FUNDS II (“GPS II”), SAVOS INVESTMENT TRUST (“SAVOS” and together with GPS I, GPS II referred to as the “Trust”), each separately and not jointly, and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

SECOND AMENDMENT to the AMENDED AND RESTATED TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • July 28th, 2021 • GPS Funds II

THIS Second Amendment is made and entered into as of this April 1, 2021 to the Amended and Restated Transfer Agent Agreement (the “Agreement”), dated as of January 30, 2018, by and between GPS FUNDS I (“GPS I”), GPS FUNDS II (“GPS II”), SAVOS INVESTMENT TRUST (“SAVOS” and together with GPS I, GPS II referred to as the “Trust”), each separately and not jointly, and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

SECOND AMENDMENT to the AMENDED AND RESTATED FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • July 28th, 2021 • GPS Funds II

THIS Second Amendment is made and entered into as of this April 1, 2021, to the Amended and Restated Fund Administration Agreement (the “Agreement”), dated as of January 30, 2018, by and between GPS FUNDS I (“GPS I”), GPS FUNDS II (“GPS II”), SAVOS INVESTMENT TRUST (“SAVOS” and together with GPS I, GPS II referred to as the “Trust”), each separately and not jointly, and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

AMENDMENT TO THE EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • July 28th, 2021 • GPS Funds II

This Amendment is effective as of April 1, 2021, by and between GPS Funds II, a Delaware statutory trust (the “Trust”), on behalf of each of its series listed on Schedule A below (each, a “Fund” and collectively, the “Funds”), and AssetMark, Inc., a California corporation (the “Advisor”).

SECOND AMENDMENT TO THE DISTRIBUTION AGREEMENT BETWEEN
Distribution Agreement • July 28th, 2021 • GPS Funds II

This Second Amendment is effective as of April 1, 2021, by and between GPS Funds II, a Delaware statutory trust (the “Trust”), on behalf of each of its separate series of shares (each, a “Fund” and collectively, the “Funds”) set forth on Annex A below, and AssetMark Brokerage, LLC, a Delaware limited liability company (the “Distributor”).

FOUTH AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT BETWEEN
Administrative Services Agreement • July 28th, 2021 • GPS Funds II

AGREEMENT made as of the 1st day of April, 2011, as amended and restated from time to time, and hereby amended and restated as of April 1, 2021, between the GPS Funds II, a Delaware statutory trust (the “Trust”), on behalf of the applicable class of each series of the Trust (each a “Fund,” and together, the “Funds”) listed in Exhibit A of this Agreement, as amended from time to time, and AssetMark, Inc. (“AssetMark”).

SECOND AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT BETWEEN
Investment Advisory Agreement • July 28th, 2021 • GPS Funds II

This Second Amendment is effective as of April 1, 2021, by and between GPS Funds II, a Delaware statutory trust (the “Trust”), and AssetMark, Inc., a California corporation (the “Advisor”).

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