AMENDMENT TO DISTRIBUTION AGREEMENT BETWEEN ASSETMARK FUNDS AND ASSETMARK CAPITAL CORPORATION
AMENDMENT
TO
BETWEEN
AND
ASSETMARK
CAPITAL CORPORATION
This
Amendment (the “Amendment”) is
entered into as of the 15th day of May 2007, by and between AssetMark Funds,
a
Delaware statutory trust (the “Trust”), and AssetMark Capital Corporation, a
California corporation (the “Distributor”).
The
parties hereby amend the
Distribution Agreement dated as of the 20th day of
October,
2006 (the “Agreement”), as set forth below. Unless otherwise
provided, capitalized terms used herein shall have the same meanings given
to
such terms in the Agreement.
1. Effective
immediately, Appendix A of the Agreement is replaced with Appendix A attached
hereto.
The
Agreement, as amended, 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 day and year first above written.
/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:
SVP
AssetMark
Capital Corporation
/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:
CEO
APPENDIX
A
AssetMark
Large Cap Value Fund
AssetMark
Large Cap Growth Fund
AssetMark
Small/Mid Cap Value Fund
AssetMark
Small/Mid Cap Growth Fund
AssetMark
International Equity Fund
AssetMark
Real Estate Securities Fund
AssetMark
Tax-Exempt Fixed Income Fund
AssetMark
Core Plus Fixed Income Fund
AssetMark
Fundamental Index™ Large Company Value Fund
AssetMark
Fundamental Index™ Large Company Growth Fund
AssetMark
Fundamental Index™ Small Company Value Fund
AssetMark
Fundamental Index™ Small Company Growth Fund
AssetMark
Fundamental Index™ International Equity Fund