ASSUMPTION AGREEMENT
THIS ASSUMPTION AGREEMENT is
made as of February 26, 2009 by and between Genworth Financial Wealth
Management, Inc., a California corporation (formerly, AssetMark Investment
Services, Inc.) (“Genworth”), and NFJ Investment group LLC, a Delaware limited
liability company.
WHEREAS, Genworth is a
federally registered investment adviser that serves as the investment adviser to
AssetMark Funds, an open-end investment company registered under the Investment
Company Act of 1940, as amended (the “1940 Act”); and
WHEREAS, Genworth retained NFJ
Investment Group, L.P., a Delaware limited partnership, to serve as a
sub-adviser responsible for managing a portion of the assets of the AssetMark
Large Cap Value Fund, a series of AssetMark Funds (the “Large Cap Value Fund”),
pursuant to an Investment Sub-Advisory Agreement between Genworth and NFJ
Investment Group, L.P., dated December 5, 2005, and the related letter agreement
date October 21, 2006 (collectively, the “Agreement”);
WHEREAS, NFJ Investment Group,
L.P. was a Delaware limited partnership and reorganized effective December 30,
2008 into a Delaware limited liability company called NFJ Investment Group LLC;
and
WHEREAS, the change in the
form of entity from NFJ Investment Group, L.P., a Delaware limited partnership,
to NFJ Investment Group LLC, a Delaware limited liability company, did not
result in a change of actual control or management of the sub-adviser, and thus
did not constitute an “assignment” of the Agreement under the 1940
Act.
NOW, THEREFORE, the parties
hereto agree as follows:
1. The Investment Sub-Advisory
Agreement originally in effect between Genworth and NFJ Investment Group, L.P.
relating to the Large Cap Value Fund (previously defined as the “Agreement”) is
hereby assumed in its entirety by NFJ Investment Group LLC, except that all
references to NFJ Investment Group, L.P. shall be replaced with reference to NFJ
Investment Group LLC.
2. NFJ Investment Group LLC
assumes and agrees to perform and be bound by all of the terms of the Agreement
and the obligations, duties and covenants of NFJ Investment Group, L.P.
thereunder.
3. The Agreement shall continue
in full force and effect as set forth therein for the remainder of its
term.
4. The assumption of the
Agreement contemplated herein shall not involve any “assignment,” as that term
is defined in the 1940 Act.
5. This Assumption Agreement may
be executed in one or more counterparts which, taken together, shall constitute
one and the same document.
IN WITNESS WHEREOF, the undersigned
have executed this Assumption Agreement as of the date set forth
above.
Genworth Financial Wealth Management, Inc. | NFJ Investment Group LLC |
By: /s/ Xxxxxx X. Xxxxxx | By: /s/ Xxxxxxx X. Xxxxxxxx |
Name and Title:
Xxxxxx X. Xxxxxx
|
Name and Title: Xxxxxxx X. Xxxxxxxx |
Senior VP & COO |
COO
|
Acknowledged on behalf of AssetMark Funds: | |
By: /s/ Xxxxxx X. Xxxxxx | |
Name and Title: Xxxxxx X. Xxxxxx | |
Senior VP
& COO
|