CERTIFICATE OF TRUST
OF
ASSETMARK FUNDS
This Certificate of Trust of AssetMark Funds, a business trust
(the "Trust"), executed by the undersigned trustees, and filed under and in
accordance with the provisions of the Delaware Business Trust Act (12 DEL. C.ss.
3801 et seq.) (the "Act"), sets forth the following:
FIRST: The name of the business trust formed hereby is AssetMark Funds
SECOND: The address of the registered office of the Trust in the State
of Delaware is 1209 Orange Street, Wilmington Delaware 19801. The name
of the Trust's registered agent at such address is The Corporation
Trust Company.
THIRD: The Trust formed hereby is or will become an investment
company registered under the Investment Company Act of 1940, as amended
(15 U.S.C.ss.ss.80a-1 et seq.).
FOURTH: Pursuant to Section 3804 of the Act, the debts, liabilities,
obligations, costs, charges, reserves and expenses incurred, contracted
for or otherwise existing with respect to a particular series, whether
such series is now authorized and existing pursuant to the governing
instrument of the Trust or is hereafter authorized and existing
pursuant to said governing instrument, shall be enforceable against the
assets associated with such series only, and not against the assets of
the Trust generally or any other series thereof, and, except as
otherwise provided in the governing instrument of the Trust, none of
the debts, liabilities, obligations, costs, charges, reserves and
expenses incurred, contracted for or otherwise existing with respect to
the Trust generally or any other series thereof shall be enforceable
against the assets of such series.
In witness whereof, the undersigned, being all of the trustees of
AssetMark Funds, have duly executed this Certificate of Trust as of the 2nd day
of January, 2001.
/s/Ron Cordes
------------------------
Ron Cordes, Trustee
