AMENDMENT TO INVESTMENT ADVISORY AGREEMENT ASSETMARK FUNDS
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
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”).
WHEREAS the parties entered into an Investment Advisory Agreement (the “Agreement”) dated October 20, 2006; and
WHEREAS the parties now wish to amend the Agreement, in accordance with Section 13 thereof, by changing Schedule A thereof to include additional series of the Trust;
NOW THEREFORE, the parties agree as follows:
AMENDMENT
Schedule A to the Agreement is hereby deleted and replaced with the following:
Schedule A
to the
between
and
AssetMark Investment Services, Inc.
Pursuant to Section 5 of the Investment Advisory Agreement, the Trust shall cause each Fund to pay the Advisor compensation at an annual rate as follows:
|
Fund:
|
COMPENSATION
(as a percentage of
average daily net
assets):
|
EFFECTIVE
DATE:
|
|
AssetMark Large Cap Value Fund
|
0.95%
|
October 20, 2006
|
|
AssetMark Large Cap Growth Fund
|
0.95%
|
October 20, 2006
|
|
AssetMark Small/Mid-Cap Growth
Fund
|
0.95%
|
October 20, 2006
|
|
AssetMark Small/Mid-Cap Value
Fund
|
1.00%
|
October 20, 2006
|
|
AssetMark International Equity
Fund
|
0.95%
|
October 20, 2006
|
|
AssetMark Real Estate Securities
Fund
|
0.95%
|
October 20, 2006
|
|
AssetMark Tax-Exempt Fixed Income
Fund
|
0.80%
|
October 20, 2006
|
|
AssetMark Core Plus Fixed Income
Fund
|
0.75%
|
October 20, 2006
|
|
AssetMark Fundamental IndexTM
Large Company Growth Fund
|
0.75%
|
May 15, 2007
|
|
AssetMark Fundamental IndexTM
Large Company Value Fund
|
0.75%
|
May 15, 2007
|
|
AssetMark Fundamental IndexTM
Small Company Growth Fund
|
0.75%
|
May 15, 2007
|
|
AssetMark Fundamental IndexTM
Small Company Value Fund
|
0.75%
|
May 15, 2007
|
|
AssetMark Fundamental IndexTM
International Equity Fund
|
0.80%
|
May 15, 2007
|
Except to the extent modified by this Amendment, the remaining provisions of the Agreement shall remain in full force and effect. In the event of a conflict between the provisions of the Agreement and those of this Amendment, the Amendment shall control.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above.
| AssetMark Investment | AssetMark Funds |
| Services, Inc. | |
| By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
| Title: SVP | Title: President |