0000894189-10-002685 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 30th, 2010 • Assetmark Funds • Delaware

AGREEMENT amended and restated as of the 1st day of June, 2010, by and between Genworth Financial Wealth Management, Inc., a California corporation (the "Advisor"), and Copper Rock Capital Partners, LLC (the “Sub-Advisor”).

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INVESTMENT ADVISORY AGREEMENT ASSETMARK FUNDS
Investment Advisory Agreement • July 30th, 2010 • Assetmark Funds • California

AGREEMENT made this 20th day of October, 2006, by and between AssetMark Funds, a Delaware statutory trust (the “Trust”), and AssetMark Investment Services, Inc., a California corporation (the “Advisor”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 30th, 2010 • Assetmark Funds • Delaware

AGREEMENT amended and restated as of the 1st day of June, 2010, by and between Genworth Financial Wealth Management, Inc., a California corporation (the “Advisor”), Atlanta Capital Management Company, LLC (the “Sub-Advisor”).

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT ASSETMARK FUNDS
Investment Advisory Agreement • July 30th, 2010 • Assetmark Funds

This amendment (the “Amendment”) is effective as of May 15, 2007, by and between AssetMark Funds, a Delaware statutory trust (the “Trust”), and AssetMark Investment Services, Inc., a California corporation (the “Advisor”).

ASSETMARK FUNDS FUND ACCOUNTING SERVICING AGREEMENT
Assetmark Funds • July 30th, 2010 • Assetmark Funds • Wisconsin

THIS AGREEMENT, originally made and entered into in 2001, by and between ASSETMARK FUNDS, a Delaware statutory trust, (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”) is amended and restated as of March 16, 2006.

ASSETMARK FUNDS AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Assetmark Funds • July 30th, 2010 • Assetmark Funds

THIS AMENDMENT dated as of August 27, 2002 to the Transfer Agent Servicing Agreement, as amended, dated as of May 11, 2001, by and between AssetMark Funds, a Delaware business trust, and U.S. Bancorp Fund Services, LLC (formerly Firstar Mutual Fund Services, LLC), a Wisconsin limited liability company shall be as follows:

AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT BETWEEN U.S. BANCORP FUND SERVICES, LLC AND ASSETMARK FUNDS
The Fund Administration Servicing Agreement • July 30th, 2010 • Assetmark Funds

WHEREAS, the above parties have entered into an Agreement dated May 11, 2001, where U.S. Bancorp Fund Services, LLC (“USBFS”) has agreed to provide fund administration services to the AssetMark Funds (the “Trust”); and

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