EXPENSE WAIVER AND REIMBURSEMENT AGREEMENT
AGREEMENT
made this 15th
day of May 2007 between AssetMark Funds, a Delaware statutory (the “Trust”),
Trust, on behalf of certain of its series listed on Schedule A hereto (each
a
“Fundamental Index Fund” and together the “Fundamental Index Funds”), and
AssetMark Investment Services, Inc., a California corporation (the
“Advisor”).
WHEREAS,
the Advisor has entered into an Investment Advisory Agreement with the Trust,
on
behalf of each of the Fundamental Index Funds, pursuant to which the Advisor
provides, or arranges for the provision of, investment advisory and management
services to each Fundamental Index Fund, and for which it is compensated based
on the average daily net assets of each such Fundamental Index Fund;
and
WHEREAS,
the Trust and the Advisor have determined that it is appropriate and in the
best
interests of each Fundamental Index Fund and its shareholders to limit the
total
expenses of each Fundamental Index 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
Fundamental Index Funds to the extent necessary to limit the annualized
expenses of each Fundamental Index 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 Fundamental
Index 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 Fundamental
Index
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
Fundamental Index 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 for a
period of one year from 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
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Title:
Chairman
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SCHEDULE
A
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Fund
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Expense
Cap
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AssetMark
Fundamental Index Large Company Growth Fund
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1.22%
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AssetMark
Fundamental Index Large Company Value Fund
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1.22%
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AssetMark
Fundamental Index Small Company Growth Fund
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1.22%
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AssetMark
Fundamental Index Small Company Value Fund
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1.22%
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AssetMark
Fundamental Index International Equity Fund
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1.35%
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