AMENDMENT TO RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT FOR THE PURPOSE OF REMOVING SAVOS INVESTMENTS TRUST AND ITS SERIES

October 10, 2022

FlexShares® Trust

Attn: Jose Del Real, Esq. Northern Trust Investments, Inc. 50 South LaSalle Street Chicago, Illinois 60603

Email: jjd4@ntrs.com

RE:    Removal of Savos Investments Trust and its series from Fund of Funds Investment Agreement

Dear Sirs and Madams:

This letter will confirm an amendment (“Amendment”) to the agreement dated as of January 19, 2022, between GPS Funds I, GPS Funds II and Savos Investments Trust (each a statutory trust ) organized under the laws of the State of Delaware (the “Acquiring Trust”), on behalf of itself or its separate series listed on Schedule A, severally and not jointly (each, an “Acquiring Fund”), and FlexShares® Trust, a statutory trust organized under the laws of the State of Maryland (the “Trust”), on behalf of its respective series listed on Schedule B and such additional series as shall be designated in the future, severally and not jointly (each, an “Acquired Fund” and collectively, the “Acquired Funds”).

WHEREAS, the Acquiring Trusts and the Trust (collectively, the “Parties” and individually, a “Party”) entered into a Fund of Funds Investment Agreement dated as of January 19, 2022 (the “Agreement”);

WHEREAS, the Parties desire to terminate the Agreement as between Savos Investments Trust and the Trust pursuant to Section 8 of the Agreement;

WHEREAS, the Parties desire to amend Schedule A of the Agreement to remove Savos Investment Trust and its separate series, Savos Dynamic Hedging Fund, as an Acquiring Fund pursuant to Section 8b of the Agreement;

NOW, THEREFORE, the Parties hereby agree as follows, effective as of the date hereof:

1.This Amendment shall constitute notice of termination of the Agreement between Savos Investments Trust and the Trust pursuant to Section 8(b) of the Agreement, effective as of October 10, 2022. For the avoidance of doubt, it is the intent of the

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Parties that the Agreement as between both GPS Funds I and GPS Funds II and the Trust shall remain in full force and effect.

2.In accordance with the forgoing, Schedule A that is part of the Agreement is hereby deleted in its entirety and replaced with the Schedule A attached to this Amendment.

3.Except as modified by this Amendment, the Agreement shall otherwise remain in full force and effect.

4.This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same instrument. Counterparts may be executed in either original or electronically transmitted form, and the Parties hereby adopt as original any signatures received via electronically transmitted form.

[Signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
GPS Funds I, on behalf of itself and each of its series listed on Schedule A, severally and not jointly
By:	/s/ Patrick Young
Name:	Patrick Young
Title	Treasurer
GPS Funds II, on behalf of itself and each of its series listed on Schedule A, severally and not jointly
By:	/s/ Patrick Young
Name:	Patrick Young
Title	Treasurer
Savos Investment Trust, on behalf of itself and each of its series listed on Schedule A, severally and not jointly
By:	/s/ Patrick Young
Name:	Patrick Young
Title	Treasurer
FlexShares® Trust, on behalf of itself and each of its series listed on Schedule B, severally and not jointly
By:	/s/ Patrick K. Ewing
Name:	Patrick K. Ewing
Title	President

SCHEDULE A

List of Acquiring Funds

GPS Funds I

GuideMark Large Cap Core Fund

GuideMark Emerging Markets Fund

GuideMark Small/Mid Cap Core Fund

GuideMark World ex-US Fund

GuideMark Core Fixed Income Fund

GPS Funds II

GuidePath Growth Allocation Fund

GuidePath Conservative Allocation Fund

GuidePath Tactical Allocation Fund

GuidePath Absolute Return Allocation Fund

GuidePath Multi-Asset Income Allocation Fund

GuidePath Flexible Income Allocation Fund

GuidePath Conservative Income Fund

GuidePath Income Fund

GuidePath Growth and Income Fund

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