0001680359-18-000193 Sample Contracts

AMENDED AND RESTATED FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • April 27th, 2018 • GPS Funds II • Wisconsin

THIS AGREEMENT is made and entered into as of this 30th day of January, 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").

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AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • April 27th, 2018 • GPS Funds II • Wisconsin

THIS AGREEMENT is made and entered into as of this 30th day of January, 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. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the "Custodian").

AMENDMENT TO THE DISTRIBUTION AGREEMENT BETWEEN GPS FUNDS II AND ASSETMARK BROKERAGE, LLC
Distribution Agreement • April 27th, 2018 • GPS Funds II

This Amendment is effective as of _______, 201_, 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").

THIRD AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT BETWEEN GPS FUNDS II AND ASSETMARK, INC.
Administrative Services Agreement • April 27th, 2018 • 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 _____, 201___, 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").

AMENDED AND RESTATED TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • April 27th, 2018 • GPS Funds II • Wisconsin

THIS AGREEMENT is made and entered into as of this 30th day of January, 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").

EXPENSE LIMITATION AGREEMENT GPS FUNDS II
Expense Limitation Agreement • April 27th, 2018 • GPS Funds II

AGREEMENT made as of the 1st day of April, 2018, 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., a California corporation (the "Advisor").

AMENDED AND RESTATED FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • April 27th, 2018 • GPS Funds II • Wisconsin

THIS AGREEMENT is made and entered into as of this 1st day of February, 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").

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