Exhibit No. EX-99.e.2.a
ASSETMARK FUNDS
FORM OF AMENDMENT TO THE SUB-DISTRIBUTION AGREEMENT
THIS AMENDMENT dated this 15th day of May, 2007, to the Sub-Distribution
Agreement dated September 27, 2006 (the "Agreement"), is entered by and among
AssetMark Funds, a Delaware statutory trust (the "Trust"), AssetMark Capital
Corporation, a California corporation (the "Distributor") and Quasar
Distributors, LLC, a Delaware limited liability company (the "Sub-Distributor).
RECITALS
WHEREAS, the parties have entered into an Agreement; and
WHEREAS, the Trust intends to create additional funds; and
WHEREAS, Section 11 of the Agreement allows for its amendment by a written
instrument executed by all parties.
NOW, THEREFORE, the parties agree as follows:
Schedule A of the Agreement is hereby superseded and replaced with Schedule
A attached hereto.
Except to the extent supplemented 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 QUASAR DISTRIBUTORS, LLC
By: _____________________________ By: ________________________________
Name:____________________________ Name: ______________________________
Title:___________________________ Title: _____________________________
ASSETMARK CAPITAL CORPORATION
By:_______________________________
Name:_____________________________
Title:______________________________
Schedule A
to the Sub-Distribution Agreement
Fund Names
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
