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

October 20, 2022

ALPS ETF Trust

c/o ALPS Advisors, Inc. 1290 Broadway, Suite 1000

Denver, CO 80203

Email: AAICompliance@alpsinc.com

RE:    Addition of Acquired Funds and Removal of Investing Company 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 (the “Agreement”), between GPS Funds I, GPS Funds II and Savos Investments Trust (each an “Acquiring Trust” and collectively, the “Acquiring Trusts”), on behalf of itself and each of its separate series listed on Schedule A, severally and not jointing (each, an “Acquiring Fund”), and the ALPS ETF Trust (“Acquired Trust”), each on behalf of itself and its separate series listed on Schedule B, as amended from time to time or as such additional series are deemed to be added in the future, severally and not jointly, (each, an “Acquired Fund” and collectively, the “Acquired Funds”).

WHEREAS, the Acquiring Trusts and the Acquired 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 Acquired 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 8 of the Agreement;

WHEREAS, the Parties desire to amend Schedule B of the Agreement to add additional series added subsequent to the date of the Agreement, as an Acquired Fund, pursuant to Section 8 of the Agreement;

WHEREAS, Section 6 of the Agreement provides for the amendment or modification of the Agreement by a written document signed by an authorized representative of each Party;

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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 Acquired Trust pursuant to Section 8(b) of the Agreement, effective as of October 20, 2022. For the avoidance of doubt, it is the intent of the Parties that the Agreement as between GPS Funds I and GPS Funds II and the Acquired Trust shall remain in full force and effect.

2.In accordance with the forgoing, Schedule A and Schedule B that is part of the Agreement is hereby deleted in its entirety and replaced with the Schedule A and Schedule B 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 Agreement 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
ALPS ETF Trust, on behalf of itself and each of its series listed on Schedule A, severally and not jointly
By:	/s/ Kathryn Burns
Name:	Kathryn Burns
Title	Treasurer

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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SCHEDULE B- LIST OF ACQUIRED FUNDS

Alerian MLP ETF

ALPS Active REIT ETF

ALPS Clean Energy ETF

ALPS Disruptive Technologies ETF

ALPS Emerging Sector Dividend Dogs ETF

ALPS Global Travel Beneficiaries ETF

ALPS Hillman Active Value ETF

ALPS Intermediate Municipal Bond ETF

ALPS International Sector Dividend Dogs ETF

ALPS Medical Breakthroughs ETF

ALPS REIT Dividend Dogs ETF

ALPS Sector Dividend Dogs ETF

ALPS | O’Shares U.S. Quality Dividend ETF

ALPS | O’Shares U.S. Small-Cap Quality Dividend ETF

ALPS | O’Shares Global Internet Giants ETF

ALPS | O’Shares Europe Quality Dividend ETF

ALPS/Alerian Energy Infrastructure ETF

Barron's 400 ETF

RiverFront Dynamic Core Income ETF

RiverFront Dynamic US Dividend Advantage ETF

RiverFront Dynamic US Flex-Cap ETF

RiverFront Strategic Income Fund

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