0001496688-10-000022 Sample Contracts

AGREEMENT AND DECLARATION OF TRUST of ASSETMARK FUNDS II a Delaware Statutory Trust adopted as of October 20, 2010

Agreement and Declaration • October 22nd, 2010 • AssetMark Funds II • Delaware

• Contract Type
  Agreement and Declaration
• Filed
  October 22nd, 2010
• Company
  AssetMark Funds II
• Jurisdiction
  Delaware

THIS AGREEMENT AND DECLARATION OF TRUST is made as of the 20th day of October 2010, by the Trustees hereunder, and by the holders of Shares issued or to be issued by AssetMark Funds II (the “Trust”) hereunder.

FORM OF INVESTMENT ADVISORY AGREEMENT ASSETMARK FUNDS II

Investment Advisory Agreement • October 22nd, 2010 • AssetMark Funds II • Delaware

• Contract Type
  Investment Advisory Agreement
• Filed
  October 22nd, 2010
• Company
  AssetMark Funds II
• Jurisdiction
  Delaware

AGREEMENT made as of the ____ day of ___________, 2010, by and between AssetMark Funds II, a Delaware statutory trust (the “Trust”), and Genworth Financial Wealth Management, Inc., a California corporation (the “Advisor”).