Exhibit No. EX-99.d.1.a
FORM OF AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
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").
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
Investment Advisory Agreement
between
AssetMark Funds
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 EFFECTIVE DATE:
percentage of average
daily net assets):
AssetMark Large Cap Value Fund 0.95% October 20, 2006
AssetMark Large Cap Growth Fund 0.95% October 20, 2006
AssetMark Small/Mid-Cap Value Fund 0.95% October 20, 2006
AssetMark Small/Mid-Cap Growth 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 Index(TM) Large Company 0.75% May 15, 2007
Growth Fund
AssetMark Fundamental Index(TM) Large Company Value 0.75% May 15, 2007
Fund
AssetMark Fundamental Index(TM) Small Company 0.75% May 15, 2007
Growth Fund
AssetMark Fundamental Index(TM) Small Company Value 0.75% May 15, 2007
Fund
AssetMark Fundamental Index(TM) International 0.80% May 15, 2007
Equity Fund
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: By:
Title: Title:
