EXPENSE WAIVER AND REIMBURSEMENT AGREEMENT
AGREEMENT
made this 20th
day of October 2006, between AssetMark Funds, a Delaware statutory trust (the
“Trust”), on behalf of each series of the Trust (a “Fund” or the “Funds”), and
AssetMark Investment Services, Inc., a California corporation (the
“Advisor”).
WHEREAS,
the Advisor has entered into an Investment Advisory Agreement with the Trust,
effective October 20, 2006 pursuant to which the Advisor provides, or arranges
for the provision of, investment advisory and management services to each Fund,
and for which it is compensated based on the average daily net assets of each
such Fund; and
WHEREAS,
the Trust and the Advisor have determined that it is appropriate and in the
best
interests of each Fund and its shareholders to limit the total expenses of
each
Fund of the Trust as listed on Schedule A of the Investment Advisory Agreement
between the Trust and the Advisor, as may be amended from time to
time;
NOW,
THEREFORE, the parties hereto agree as follows:
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1.
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Expense
Waiver and Reimbursement by the Advisor. The Advisor agrees
to reduce all or a portion of its management fee and, if necessary,
to
bear certain other expenses (to the extent permitted by the Internal
Revenue Code of 1986, as amended) associated with operating the Funds
to
the extent necessary to limit the annualized expenses of each Fund
to the
rates reflected in Schedule A to this
Agreement.
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2.
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Duty
of Fund to Reimburse. Subject to approval by the Board of
Trustees of the Trust, the Trust, on behalf of the applicable Fund,
agrees
to reimburse the Advisor on a monthly basis such reduced or waived
management fees, and any expenses borne pursuant to paragraph 1,
in later
periods; provided, however, that a Fund is not obligated to reimburse
any
such reduced or waived management fees, or expenses borne pursuant
to
paragraph 1, more than three years after the end of the fiscal year
in
which the fee was reduced or waived or the expense was
borne. The Trust’s Board of Trustees shall review quarterly any
reimbursement paid to the Advisor with respect to any Fund in such
quarter.
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3.
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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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4.
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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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AssetMark
Investment Services, Inc.
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By:
/s/ Xxxxxx X.
Xxxxxx
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By:
/s/ Xxxxxx X.
Xxxxxx
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Name:
Xxxxxx X.
Xxxxxx
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Name:
Xxxxxx X.
Xxxxxx
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Title:
SVP,
CFO/CCO
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Title:
SVP,
CFO/CCO
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SCHEDULE
A
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Fund
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Expense
Cap
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Large
Cap Value Fund
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1.49%
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Large
Cap Growth Fund
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1.49%
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Small/Mid
Cap Value Fund
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1.59%
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Small/Mid
Cap Growth Fund
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1.59%
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International
Equity Fund
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1.59%
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Real
Estate Securities Fund
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1.49%
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Tax-Exempt
Fixed Income Fund
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1.29%
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Core
Plus Fixed Income Fund
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1.29%
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