Exhibit No. EX-99.h.3.a
ASSETMARK FUNDS
FORM OF AMENDMENT TO THE
FUND ACCOUNTING SERVICING AGREEMENT
THIS AMENDMENT dated as of this 15th day of May, 2007, to the Fund
Accounting Servicing Agreement, originally made and entered into in 2001 and
amended and restated as of March 16, 2006 (the "Agreement"), is entered into by
and between AssetMark Funds, a Delaware statutory trust (the "Trust") and U.S.
Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").
RECITALS
WHEREAS, the parties have entered into an Agreement; and
WHEREAS, the parties desire to amend the Agreement to add funds and related
fees; and
NOW, THEREFORE, the parties agree as follows:
Exhibit A of the Agreement is hereby superseded and replaced with Exhibit A
attached hereto.
Exhibit B of the Agreement is hereby superseded and replaced with Exhibit B
attached hereto.
Except to the extent amended hereby, the Agreement 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 date
and year first written above.
ASSETMARK FUNDS U.S. BANCORP FUND SERVICES, LLC
By: ______________________________ By: ________________________________
Name: ____________________________ Name: ______________________________
Title: ___________________________ Title: _____________________________
Exhibit A to the Fund Accounting Servicing Agreement - AssetMark Funds
Separate Series of AssetMark Funds
AssetMark International Equity Fund
AssetMark Large Cap Growth Fund
AssetMark Large Cap Value Fund
AssetMark Real Estate Securities Fund
AssetMark Small/Mid Cap Growth Fund
AssetMark Small/Mid Cap Value Fund
AssetMark Tax-Exempt Fixed Income Fund
AssetMark Fundamental Index (TM)Large Company Growth Fund
AssetMark Fundamental Index (TM)Large Company Value Fund
AssetMark Fundamental Index (TM)Small Company Growth Fund
AssetMark Fundamental Index (TM)Small Company Value Fund
AssetMark Fundamental Index (TM)International Equity Fund
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U.S. BANCORP FUND SERVICES, LLC
FUND ACCOUNTING SERVICES
ANNUAL FEE SCHEDULE
EFFECTIVE JULY 1, 2005
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Annual fee based upon assets in the fund family: Multiple Classes - Each class is an additional 25% of the
1.25 basis points on the first $2 billion charge of the initial class.
0.75 basis points on the next $2 billion
0.50 basis points on the balance Extraordinary services - quoted separately
Minimum annual fee: $250,000 (8 funds) Conversion Estimate - one month's fee (if necessary)
Fee schedule includes secondary pricing service fees. NOTE - All schedules subject to change depending upon the
use of derivatives - options, futures, short sales, etc.
All fees are billed monthly plus out-of-pocket expenses,
including pricing service:
$.15 Domestic and Canadian Equities
$.15 Options
$.25 Corp/Gov/Agency Bonds
$.40 CMO's
$.25 International Equities and Bonds
$.40 Municipal Bonds
$.80 Money Market Instruments
$125 Per fund per month - Fund of Funds
Factor Services (BondBuyer)
Per CMO - $1.50/month
Per Mortgage Backed - $0.25/month
Minimum - $300/month
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U.S. BANCORP FUND SERVICES, LLC
ASSETMARK FUNDAMENTAL INDEX FUNDS
FUND ACCOUNTING SERVICES
ANNUAL FEE SCHEDULE
April, 2007
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Annual fee based upon assets in the fund family: Multiple Classes - Each class is an additional 25% of the
1.25 basis points on the first $2 billion charge of the initial class.
0.75 basis points on the next $2 billion
0.50 basis points on the balance Extraordinary services - quoted separately
Minimum annual fee (4 funds)*: $140,000 Conversion Estimate - one month's fee (if necessary)
*Minimum - In the following months, if the fund family NOTE - All schedules subject to change depending upon the
is at the minimum, the following fee applies. After use of derivatives - options, futures, short sales, etc.
the 10th month, the above schedule applies.
1st month- Fees waived All fees are billed monthly plus out-of-pocket expenses,
2nd month- 10% of monthly minimum including pricing service: WAIVED UNTIL TOTAL NET ASSETS
3rd month- 20% of monthly minimum OF FUND FAMILY REACH $1.5 BILLION.
4th month- 30% of monthly minimum $.15 Domestic and Canadian Equities
5th month- 40% of monthly minimum $.15 Options
6th month- 50% of monthly minimum $.25 Corp/Gov/Agency Bonds
7th month- 60% of monthly minimum $.40 CMO's
8th month- 70% of monthly minimum $.25 International Equities and Bonds
9th month- 80% of monthly minimum $.40 Municipal Bonds
10th month-90% of monthly minimum $.80 Money Market Instruments
11th month-100% of monthly minimum $125 Per fund per month - Fund of Funds
12th month-100% of monthly minimum
Factor Services (BondBuyer)
Per CMO - $1.50/month
Per Mortgage Backed - $0.25/month
Minimum - $300/month
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