AssetMark Funds Fee Waiver Agreement
AGREEMENT made as of the
31st day
of July, 2009 between AssetMark Funds, a Delaware statutory trust (the “Trust”),
on behalf of each series of the Trust (each, a “Fund,” and collectively, the
“Funds”), and Genworth Financial Wealth Management, Inc., a California
corporation (the “Advisor”).
WHEREAS, the Advisor has
entered into an Investment Advisory Agreement with the Trust, effective October
20, 2006 (the “Investment Advisory Agreement”), pursuant to which the Advisor
provides, or arranges for the provision of, investment advisory and management
services to each Fund, and for which the Advisor is compensated based on
the average daily net assets of each such Fund;
WHEREAS, the Advisor, on
behalf of the Funds, has entered into Sub-Advisory Agreements with various
investment advisory firms (“Sub-Advisors”), pursuant to which Sub-Advisors
manage all or a portion of Fund portfolios on a discretionary basis and receive
from the Advisor a fee at annual rates based on the average daily net assets of
their sub-advised portions of the Funds (with such fees in some cases including
breakpoints at higher asset levels), with such fee paid by the Advisor out of
the fees that are paid to the Advisor under the Investment Advisory
Agreement;
WHEREAS, the Trust and the
Advisor have determined that it is appropriate and in the best interests of the
Funds and their shareholders that the Advisor waive a portion of the advisory
fee paid by each Fund to the extent necessary to reflect economies of scale and
have agreed upon a fee waiver approach that combines complex-wide breakpoints as
well as fee waivers over certain targeted net fee levels.
NOW, THEREFORE, the parties
hereto agree to document the fee waiver agreement as follows:
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1.
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Fee Waiver by the
Advisor.
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A.
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The
Advisor agrees to waive its receipt of the advisory fee associated with
operating each Fund as follows: (1) the Advisor shall waive 0.025% of each
Fund’s annual advisory fee on Trust assets in excess of $6 billion; and
(2) the Advisor shall waive an additional 0.025% of each Fund’s annual
advisory fee on Trust assets in excess of $12
billion.
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B.
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The
Advisor further agrees to waive its receipt of a portion of the advisory
fee associated with operating each Fund listed on Schedule A for each
month when the aggregate average daily net assets of the Funds listed on
Schedule A are at or above $2.5 billion, to the extent necessary to ensure
that the net advisory fee payable to the Advisor, after taking into
account the fees it pays to Sub-Advisors, does not exceed the stated
target maximum net advisory fee amounts outlined in Schedule
A.
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2.
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Assignment. No
assignment of this Agreement shall be made by the Advisor without the
prior consent of the Trust.
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3.
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Duration and
Termination. This Agreement shall be effective on the
date first set forth above, and shall continue in effect from year to year
thereafter upon mutual agreement of the Trust and the
Advisor. This Agreement shall automatically terminate upon the
termination of the Investment Advisory Agreement between the Advisor and
the Trust.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first-above written.
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By: /s/ Xxxxxx
Xxxx
Name: Xxxxxx
Xxxx
Title: VP and
Treasurer
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Genworth
Financial Wealth Management, Inc.
By:
/s/ Xxxxxx
Xxxxxx
Name: Xxxxxx
Xxxxxx
Title:
S.V.P.,
C.O.O.
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2
Schedule
A
The table
below shows the annual percentage amount of the target maximum net advisory fee
for each Fund to be payable to the Advisor, as described in Section 1.B. of the
Fee Waiver Agreement. The amounts shown will be subject to any
further reductions described in Section 1.A. of the Fee Waiver
Agreement:
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Fund
Name:
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Target
Maximum Net Advisory Fee (as a percentage of average daily net
assets):
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AssetMark
Large Cap Value Fund
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0.5193%
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AssetMark
Large Cap Growth Fund
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0.513%
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AssetMark
Small/Mid-Cap Value Fund
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0.4625%
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AssetMark
Small/Mid-Cap Growth Fund
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0.510%
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AssetMark
International Equity Fund
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0.570%
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AssetMark
Real Estate Securities Fund
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0.550%
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AssetMark
Tax-Exempt Fixed Income Fund
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0.604%
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AssetMark
Core Plus Fixed Income Fund
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0.549%
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