0000894189-07-002169 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 31st, 2007 • Assetmark Funds • Delaware

AGREEMENT made as of the 6th day of December, 2006, by and between AssetMark Investment Services, Inc., a California corporation (the "Advisor"), and Wellington Management Company, LLP (the “Sub-Advisor”).

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SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 31st, 2007 • Assetmark Funds • Delaware

AGREEMENT made as of the 31stday of May, 2007, by and between AssetMark Investment Services, Inc., a California corporation (the “Advisor”), and Russell Implementation Services Inc., a Washington corporation (the “Sub-Advisor”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 31st, 2007 • Assetmark Funds • California

AGREEMENT made as of the 31stday of May, 2007, by and between AssetMark Investment Services, Inc., a California corporation (“AssetMark”), and Research Affiliates, LLC, a California limited liability company (“Research Affiliates”).

ASSETMARK FUNDS AMENDMENT TO THE AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • July 31st, 2007 • Assetmark Funds

THIS AMENDMENT dated as of this 15th day of May, 2007, to the Amended and Restated Custody Agreement, dated as of August 20, 2004 (the “Agreement”), is entered into by and between AssetMark Funds, a Delaware statutory trust (the “Trust”) and U.S. Bank, N.A., a national banking association (the “Custodian”).

AMENDMENT TO DISTRIBUTION AGREEMENT BETWEEN ASSETMARK FUNDS AND ASSETMARK CAPITAL CORPORATION
Distribution Agreement • July 31st, 2007 • Assetmark Funds

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”).

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT ASSETMARK FUNDS
Investment Advisory Agreement • July 31st, 2007 • Assetmark Funds

This amendment (the “Amendment”) is effective as of May 15, 2007, by and between AssetMark Funds, a Delaware statutory trust (the “Trust”), and AssetMark Investment Services, Inc., a California corporation (the “Advisor”).

EXPENSE WAIVER AND REIMBURSEMENT AGREEMENT
Expense Waiver and Reimbursement Agreement • July 31st, 2007 • Assetmark Funds

AGREEMENT made this 20th day of October 2006, between AssetMark Funds, a Delaware statutory trust (the “Trust”), on behalf of each series of the Trust (a “Fund” or the “Funds”), and AssetMark Investment Services, Inc., a California corporation (the “Advisor”).

EXPENSE WAIVER AND REIMBURSEMENT AGREEMENT
Expense Waiver and Reimbursement Agreement • July 31st, 2007 • Assetmark Funds

AGREEMENT made this 15th day of May 2007 between AssetMark Funds, a Delaware statutory (the “Trust”), Trust, on behalf of certain of its series listed on Schedule A hereto (each a “Fundamental Index Fund” and together the “Fundamental Index Funds”), and AssetMark Investment Services, Inc., a California corporation (the “Advisor”).

ASSETMARK FUNDS AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Assetmark Funds • July 31st, 2007 • Assetmark Funds

THIS AMENDMENT dated as of this 15th day of May, 2007, to the Transfer Agent Servicing Agreement, dated as of May 11, 2001, as amended August 27, 2002 (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").

ASSETMARK FUNDS AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • July 31st, 2007 • Assetmark Funds

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").

ASSETMARK FUNDS AMENDMENT TO THE SUB-DISTRIBUTION AGREEMENT
Assetmark Funds • July 31st, 2007 • Assetmark Funds

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).

ASSETMARK FUNDS AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • July 31st, 2007 • Assetmark Funds

THIS AMENDMENT dated as of this 15th day of May, 2007, to the Fund Administration Servicing Agreement, dated as of May 11, 2001, as amended February 21, 2002 and May 25, 2004 (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").

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