ASSUMPTION AGREEMENT
THIS ASSUMPTION AGREEMENT is
made as of May [ ], 2008 by and between AssetMark Investment Services, Inc., a
California corporation (“AssetMark”) and Xxxx Xxxxxx, LLC, a Delaware limited
liability company.
WHEREAS, AssetMark 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, AssetMark retained
Xxxx Xxxxxx Inc., a New York corporation, to serve as a sub-adviser responsible
for managing a portion of the assets of the AssetMark International Equity Fund,
a series of AssetMark Funds (the “International Equity Fund”), pursuant to an
Investment Sub-Advisory Agreement between AssetMark and Xxxx Xxxxxx Inc. dated
July 11, 2006 (the “Agreement”); and
WHEREAS, Xxxx Xxxxxx Inc. was
a New York corporation and reorganized effective March 31, 2008 into a Delaware
limited liability company called Xxxx Xxxxxx, LLC.
WHEREAS, the change in the
form of entity from Xxxx Xxxxxx Inc., a New York corporation, to Xxxx Xxxxxx,
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 AssetMark and
Xxxx Xxxxxx Inc. relating to the International Equity Fund (previously defined
as the “Agreement”) is hereby assumed in its entirety by Xxxx Xxxxxx, LLC,
except that all references to Xxxx Xxxxxx Inc. shall be replaced with references
to Xxxx Xxxxxx, LLC.
2.
Xxxx Xxxxxx, LLC assumes and agrees to perform and be bound by all of the terms
of the Agreement and the obligations, duties and covenants of Xxxx Xxxxxx Inc.
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.
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AssetMark
Investment Services, Inc.
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Xxxx
Xxxxxx, LLC
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By:
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By:
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Name
and Title:
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Name
and title:
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Acknowledged
on behalf of AssetMark Funds:
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By:
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Name
and Title:
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