Exhibit No.EX-99.e.1.a
FORM OF AMENDMENT TO
DISTRIBUTION AGREEMENT
BETWEEN
ASSETMARK FUNDS
AND
ASSETMARK CAPITAL CORPORATION
This Amendment (the "Amendment") is entered into as of the 15th day of May
2007, by and between AssetMark Funds, a Delaware statutory trust (the "Trust"),
and AssetMark Capital Corporation, a California corporation (the "Distributor").
The parties hereby amend the Distribution Agreement dated as of the 20th
day of October, 2006 (the "Agreement"), as set forth below. Unless otherwise
provided, capitalized terms used herein shall have the same meanings given to
such terms in the Agreement.
1. Effective immediately, Appendix A of the Agreement is replaced with
Appendix A attached hereto.
The Agreement, as amended, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by a duly authorized officer on one or more counterparts as of the day
and year first above written.
AssetMark Funds
______________________________
Name:
Title:
AssetMark Capital Corporation
______________________________
Name:
Title:
APPENDIX A
AssetMark Large Cap Value Fund
AssetMark Large Cap Growth Fund
AssetMark Small/Mid Cap Value Fund
AssetMark Small/Mid Cap Growth Fund
AssetMark International Equity Fund
AssetMark Real Estate Securities Fund
AssetMark Tax-Exempt Fixed Income Fund
AssetMark Core Plus Fixed Income Fund
AssetMark Fundamental Index(TM) Large Company Value Fund
AssetMark Fundamental Index(TM) Large Company Growth Fund
AssetMark Fundamental Index(TM) Small Company Value Fund
AssetMark Fundamental Index(TM) Small Company Growth Fund
AssetMark Fundamental Index(TM) International Equity Fund