0000894189-08-002319 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 30th, 2008 • Assetmark Funds • Delaware

AGREEMENT made as of the _____day of ___________, 2007, by and between AssetMark Investment Services, Inc., a California corporation (the “Advisor”), and Duff & Phelps Investment Management Co. (the “Sub-Advisor”).

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SUB-DISTRIBUTION AGREEMENT
Sub-Distribution Agreement • July 30th, 2008 • Assetmark Funds • Wisconsin

THIS AGREEMENT is made and entered into as of the 1st day of May, 2008, by and among AssetMark Funds, a Delaware statutory trust (the “Trust”), Capital Brokerage Corporation, a Washington corporation (the “Distributor”), and Quasar Distributors, LLC, a Delaware limited liability company (the “Sub-Distributor”).

DISTRIBUTION AGREEMENT BETWEEN ASSETMARK FUNDS AND CAPITAL BROKERAGE CORPORATION
Distribution Agreement • July 30th, 2008 • Assetmark Funds • California

THIS AGREEMENT entered into the ____ day of _____________, 2008, by and between ASSETMARK FUNDS, a Delaware statutory trust with an office located at 2300 Contra Costa Boulevard, Suite 600, Pleasant Hill, CA 94523-3967 (the “Trust”), on behalf of each of its separate series of shares (each a “Fund” and collectively, the “Funds”) as set forth on Appendix A hereto, as amended from time to time, and CAPITAL BROKERAGE CORPORATION, a Washington corporation, and a registered broker-dealer and member of FINRA, with its principal office located at 6620 West Broad Street, Building 2, Richmond, Virginia 23230 (the “Distributor”).

ASSUMPTION AGREEMENT
Assumption Agreement • July 30th, 2008 • Assetmark Funds

THIS ASSUMPTION AGREEMENT is made as of May [ ], 2008 by and between AssetMark Investment Services, Inc., a California corporation (“AssetMark”) and Clay Finlay, LLC, a Delaware limited liability company.

AssetMark Investment Services, Inc. Davis Selected Advisers, L.P. Amendment No. 1 to Sub-Advisory Agreement
Sub-Advisory Agreement • July 30th, 2008 • Assetmark Funds

This Amendment No. 1 to Sub-Advisory Agreement (“Amendment”) is made as of this 1st day of July 2007, by and between AssetMark Investment Services, Inc. (“Assetmark”) and Davis Selected Advisers, L.P. (“Sub-Advisor”). Capitalized terms not defined herein shall have the meaning assigned to them in the Agreement (defined below).

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