SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __) Filed by the Registrant [ X ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec. 240.14a-12 Assetmark Funds ---------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) ---------------------------------------------------------------------------- Assetmark Funds ---------------------------------------------------------------------------- (Name of Registrant as Specified in its Charter) (specify) ---------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [_] Fee computed on table below per Exchange Act Rules 14a96(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [_] Fee paid previously by written preliminary materials. [_] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: AssetMark Funds AssetMark Large Cap Growth Fund AssetMark Large Cap Value Fund AssetMark Small/Mid Cap Growth Fund AssetMark Small/Mid Cap Value Fund AssetMark International Equity Fund AssetMark Real Estate Securities Fund AssetMark Tax-Exempt Fixed Income Fund AssetMark Core Plus Fixed Income Fund 2300 Contra Costa Blvd., Suite 425 Pleasant Hill, California 94523-3967 July 25, 2006 Dear Shareholder: Enclosed is a Notice, Proxy Statement and proxy card(s) for a meeting of shareholders (the "Meeting") of AssetMark Funds (the "Trust") relating to its eight series (each a "Fund" and together the "Funds"). The Meeting is scheduled for September 19, 2006. As you may be aware, Genworth Financial, Inc. ("Genworth"), AssetMark Investment Services, Inc. ("AssetMark") and AssetMark Capital Corporation ("AssetMark Capital") have agreed to enter into a transaction (the "Transaction") whereby Genworth would acquire ownership of AssetMark and AssetMark Capital. The Transaction will cause the investment advisory agreement between AssetMark and the Trust, on behalf of each of the Funds, to terminate as required by law. In order for the management and operation of each Fund to continue uninterrupted after the Transaction, the Board of Trustees is requesting that shareholders of each Fund approve a new investment advisory agreement between AssetMark and the Trust, to take effect upon the closing of the Transaction. Details of the Transaction and the proposed new investment advisory agreement are included in the attached proxy statement. The proposal has been carefully reviewed by the Trust's Board of Trustees. The Trustees believe that the proposal is in the best interests of shareholders. The Trustees recommend that you vote FOR the proposal. Whether or not you plan to attend the Meeting, please take a few minutes to read the enclosed materials and cast your vote promptly. To cast your vote, simply complete the proxy card(s) enclosed in this package. Be sure to sign the card before mailing it in the postage-paid envelope. You may also vote your shares by touch-tone telephone or through the Internet. Simply call the toll-free number or visit the web site indicated on your proxy card and follow the recorded or online instructions. Your vote is extremely important, no matter how large or small your holdings may be. It is important that your vote be received no later than September 19, 2006. Shareholders who execute proxies may revoke them at any time before they are voted by filing a written notice of revocation with the Trust, by delivering a duly executed proxy bearing a later date or by attending the Meeting and voting in person. If you have any questions before you vote, please call D.F. King & Co., Inc. ("D.F. King"), toll-free at 1-888-414-5566. You may also receive a telephone call from one of D.F. King's proxy solicitation agents asking you to vote your shares. Thank you for your participation in this important initiative. Sincerely, /s/ Ronald D. Cordes Ronald D. Cordes Chairman AssetMark Funds ASSETMARK FUNDS AssetMark Large Cap Growth Fund AssetMark Large Cap Value Fund AssetMark Small/Mid Cap Growth Fund AssetMark Small/Mid Cap Value Fund AssetMark International Equity Fund AssetMark Real Estate Securities Fund AssetMark Tax-Exempt Fixed Income Fund AssetMark Core Plus Fixed Income Fund 2300 Contra Costa Blvd., Suite 425 Pleasant Hill, California 94523-3967 NOTICE OF MEETING OF SHAREHOLDERS Notice is hereby given that a meeting of shareholders of AssetMark Funds (the "Trust") will be held at 10:00 a.m. Pacific time on, September 19, 2006 at the offices of the Trust, 2300 Contra Costa Blvd., Suite 425, Pleasant Hill, California 94523-3967, as adjourned from time to time (the "Meeting"). At the Meeting, or any adjournments thereof, shareholders of each Fund will vote on (i) a proposal to approve a new investment advisory agreement between AssetMark Investment Services, Inc. and the Trust, on behalf of each Fund, and (ii) any other business that may properly come before the Meeting or any adjourned session of the Meeting. The record date for determining the shareholders who will be entitled to vote at the Meeting is July 12, 2006. You are invited to attend the Meeting. If you do not expect to attend, you are requested to complete, date and sign the enclosed proxy instruction form and return it promptly in the envelope provided for that purpose. The enclosed proxy is being solicited on behalf of the Board of Trustees. By Order of the Board of Trustees, /s/ Chris Villas-Chernak Secretary Pleasant Hill, California July 25, 2006 Your vote is important. Please sign and return your proxy card(s) in the self-addressed envelope. ASSETMARK FUNDS AssetMark Large Cap Growth Fund AssetMark Large Cap Value Fund AssetMark Small/Mid Cap Growth Fund AssetMark Small/Mid Cap Value Fund AssetMark International Equity Fund AssetMark Real Estate Securities Fund AssetMark Tax-Exempt Fixed Income Fund AssetMark Core Plus Fixed Income Fund 2300 Contra Costa Blvd., Suite 425 Pleasant Hill, California 94523-3967 PROXY STATEMENT TABLE OF CONTENTS Page Questions and Answers (i) The Proposal 2 Additional Information about the Trust 8 Additional Information about the Meeting 11 Exhibit A: Form of New Investment Advisory Agreement A-1 Exhibit B: Investment Advisory Fees Paid to AssetMark B-1 Exhibit C: Directors and Principal Executive Officers of AssetMark and Genworth C-1 QUESTIONS AND ANSWERS Why have I been sent this Proxy Statement? You have been sent this Proxy Statement because you have the right to vote on the important proposal concerning your investment in one or more of the Funds. Genworth Financial, Inc. ("Genworth"), AssetMark Investment Services, Inc. ("AssetMark") and AssetMark Capital Corporation, Inc. ("AssetMark Capital") have agreed to enter into a transaction (the "Transaction") whereby Genworth would acquire ownership of AssetMark and AssetMark Capital. The Transaction will cause the investment advisory agreement between AssetMark and the Trust, on behalf of each of the Funds (the "Original Agreement"), to terminate, as required by law. The Board of Trustees of the Trust has decided to submit a new investment advisory agreement between AssetMark and the Trust (the "New Agreement"), to a vote of the Funds' shareholders (the "Proposal") and to recommend that the shareholders of each Fund vote to approve the New Agreement. The various factors that the Board considered in making this determination are described in the Proxy Statement. As a shareholder of one or more of the Funds, you are entitled to vote on the Proposal as it relates to each Fund in which you own shares. This proxy statement provides you with information regarding the Proposal for you to consider before casting your vote. Why am I being asked to approve a new investment advisory agreement? The Trust is an investment company registered under the Investment Company Act of 1940, as amended (the "Investment Company Act"), which requires that any investment advisory agreement for an investment company terminate automatically if the investment advisor experiences a significant change in ownership. This provision has the effect of requiring that shareholders vote on a new investment advisory agreement and is designed to ensure that shareholders have a say in the company or persons that manage their fund. The Transaction will result in a change of ownership of AssetMark and therefore requires shareholders of each Fund to approve a new Investment Advisory Agreement between the Trust and AssetMark. Details of the change of ownership are contained in the Proxy Statement. Are there any differences between the original Investment Advisory Agreement and the proposed new Investment Advisory Agreement? The New Agreement is substantially identical to the Original Agreement. The key features of the Original Agreement and the New Agreement are described in the Proxy Statement. Your approval of the New Agreement will not increase the management fees, sub-advisory fees or overall expenses of the Funds, or change the level, nature or quality of services provided to the Funds. (i) Who is asking for my vote? The Board of Trustees of the Trust is requesting your vote on the Proposal discussed in this Proxy Statement. The Board has unanimously approved the Proposal and recommends that you vote in favor of the Proposal. Who is eligible to vote? Shareholders of record at the close of business on July 12, 2006 are entitled to vote at the Meeting or any adjournment thereof. Each share of record of each Fund is entitled to one vote on the Proposal presented at the Meeting as it relates to that Fund. How can I vote my shares? By Mail: by signing, dating, voting and returning the enclosed proxy card(s) in the enclosed postage paid envelope. By Phone: by calling the toll-free number listed on your proxy card and entering the proper information, or by calling our proxy solicitor toll-free at 1-888-414-5566. By Internet: by signing onto the internet site listed on your proxy card(s) and entering the proper information, including the control number also listed on your proxy card(s). In Person: by attending the Meeting and voting your shares. What will happen if there are not enough votes to approve the New Agreement? It is important that shareholders complete and return signed proxy cards no later than September 19, 2006 to ensure that there is a quorum for the Meeting. If we do not receive your proxy card(s) after several weeks, you may be contacted by officers of the Trust or AssetMark or by our proxy solicitor, who will remind you to vote your shares and help you return your proxy. If we do not receive sufficient votes to approve the New Agreement for any Fund, we may adjourn the Meeting to a later date so that we can continue to seek more votes. (ii) ASSETMARK FUNDS AssetMark Large Cap Growth Fund AssetMark Large Cap Value Fund AssetMark Small/Mid Cap Growth Fund AssetMark Small/Mid Cap Value Fund AssetMark International Equity Fund AssetMark Real Estate Securities Fund AssetMark Tax-Exempt Fixed Income Fund AssetMark Core Plus Fixed Income Fund 2300 Contra Costa Blvd., Suite 425 Pleasant Hill, California 94523-3967 July 25, 2006 PROXY STATEMENT This Proxy Statement is furnished in connection with the solicitation by the Board of Trustees of AssetMark Funds (the "Trust") relating to its eight series (each a "Fund" and together the "Funds") of proxies to be voted at the meeting of shareholders to be held at 10:00 a.m. Pacific time on September 19, 2006, at the offices of the Trust, 2300 Contra Costa Blvd., Suite 425, Pleasant Hill, California 94523-3967, and at any and all adjournments or postponements thereof (the "Meeting"). This Proxy Statement is being mailed to shareholders on or about July 25, 2006. Shareholders of record at the close of business on July 12, 2006 (the "Record Date") are entitled to vote at the Meeting. Shareholders of each Fund are entitled to one vote for each share held and an appropriate fraction of a vote for each fractional share held, with no shares having cumulative voting rights. For each Fund in which you owned shares on the Record Date, a proxy card or voting instruction form, bearing the appropriate Fund's name, is included with this Proxy Statement. If you own shares in more than one Fund as of the Record Date, you will receive more than one proxy card or voting instruction form. Please complete each proxy card you receive, or if you vote by telephone or over the Internet, please vote on the proposal as it relates to each Fund you own. All properly executed proxies received prior to the Meeting will be voted at the Meeting. Shareholders who execute proxies may revoke them at any time before they are voted by filing with the Trust a written notice of revocation, by delivering a duly executed proxy bearing a later date or by attending the Meeting and voting in person. To avoid the expense of further solicitation, we urge you to indicate your voting instructions on the enclosed proxy card(s), date and sign it and return it promptly in the envelope provided. If you submit a properly executed proxy but do not indicate how you wish your shares to be voted, your shares will be voted in accordance with the recommendation of the Board of Trustees. If your shares are held in the name of your broker or dealer (i.e., in "street name"), you must provide voting instructions to your broker or dealer about how to vote your shares in order for your broker or dealer to vote your shares on the proposal. The Trust will furnish, without charge, a copy of the Trust's most recent annual report for the fiscal period ended March 31, 2006, to any shareholder of the Funds upon request. Shareholders may request such reports by calling 1-888-278-5809. THE PROPOSAL The Board of Trustees of the Trust is recommending that shareholders approve a proposed new investment advisory agreement (the "New Agreement") between AssetMark Investment Services, Inc. ("AssetMark") and the Trust, for the management of the AssetMark Funds, that would become effective following shareholder approval. A form of the New Agreement is attached as Exhibit A to this Proxy Statement. The New Agreement is substantially identical to the original investment advisory agreement (the "Original Agreement"). The key features of the New Agreement and the Original Agreement are described below. Background and Description of the Transaction. On June 28, 2006, Genworth Financial, Inc. ("Genworth"), AssetMark, AssetMark Capital Corporation, Inc. ("AssetMark Capital") and certain owners of AssetMark entered into a definitive agreement (the "Transaction Agreement") pursuant to which Genworth would acquire 100% of AssetMark and AssetMark Capital (the "Transaction"). Under the terms of the Transaction Agreement, Genworth will pay $230 million for AssetMark and AssetMark Capital at closing, with additional performance-based payments of up to $110 million over five years. The closing of the Transaction, which is presently expected to take place in the third quarter of 2006, or as soon as practical thereafter, is subject to certain conditions. Among the conditions is the approval by the shareholders of each Fund of the proposed New Agreement between AssetMark and the Trust. Information About AssetMark and Genworth. AssetMark's primary business is to operate the AssetMark Investment Services program, a managed account program that is used by thousands of financial professionals such as investment advisors and broker-dealers to deliver financial planning, investment advisory and asset allocation services to their clients. Through the AssetMark program, investors can invest according to a variety of asset allocation models, in, among other things, open-end mutual funds. The AssetMark Funds are included among the many investments made available through the AssetMark program. Through the program, AssetMark provides investment consulting and administrative services to advisors and broker-dealers and currently administers in excess of $8 billion in investor assets, including mutual funds, variable annuities, exchange-traded funds and privately managed accounts. In its role as investment advisor to the Funds, AssetMark uses a multi-manager approach, whereby it hires and supervises investment sub-advisors that manage portions of each Fund's portfolio on a day-to-day basis. AssetMark has obtained an exemptive order (the "SEC Order") issued by the U.S. Securities and Exchange Commission ("SEC"). The SEC Order permits AssetMark to hire new investment sub-advisors with the approval of the Trust's Board of Trustees, without having to experience the delay or expense of obtaining shareholder approval. The SEC Order generally allows AssetMark to enter into and amend agreements with 2 unaffiliated sub-advisors for the Funds without obtaining shareholder approval of such changes. This authority is subject to certain conditions, including the requirement that the Trustees (including a majority of the Independent Trustees) must approve any new or amended agreements with sub-advisors. Shareholders of the Funds continue to have the right to terminate an agreement with a sub-advisor at any time, without penalty, by a vote of the majority of outstanding voting securities of a Fund. AssetMark, on behalf of a Fund, will notify shareholders of any new sub-advisor, or of any material amendments to the agreement with a sub-advisor as required by the SEC Order. AssetMark remains responsible for the performance of each Fund, oversees sub-advisors to ensure compliance with each Fund's investment objectives and policies, monitors each sub-advisor's adherence to each Fund's investment policies and the sub-advisor's investment style, and also monitors performance results and other factors in order to recommend any changes in sub-advisors to the Board of Trustees. Genworth, headquartered in Richmond, Virginia, is a leading insurance company in the United States and is expanding globally, with operations in 24 countries. Genworth serves the life and lifestyle protection, retirement income, investment and mortgage insurance needs of more than 15 million customers. As of March 31, 2006, Genworth had total assets and stockholders' equity in excess of $104 billion and $12.4 billion, respectively. Genworth Financial Asset Management, Inc. ("GFAM"), located at 16501 Ventura Boulevard, Suite 201, Encino, California 91436, is a wholly-owned, indirect subsidiary of Genworth. GFAM, together with Genworth Financial Trust Company ("GFTC"), a trust company located in Phoenix, Arizona, operates a managed account program with $3.9 billion in assets as of June 30, 2006, that competes with AssetMark's program. Genworth and AssetMark entered into the Transaction with the intention of integrating GFAM's existing managed investment account program into AssetMark's program, in order to create a market leader in high-growth, independent fee-based business. The integrated operations shall be referred to herein as the "Business." Ronald Cordes will be responsible for the day-to-day operations of the Business and will continue in his role as Chairman of AssetMark. The current President and CEO of AssetMark, Richard Steiny and Brian O'Toole, respectively, will retain these positions in the combined entities, and the President/CEO of GFAM, Gurinder Ahluwalia, will assume the position of Vice-Chairman of AssetMark. Carrie E. Hansen and John M. Whittaker will both be Senior Vice Presidents and members of the Executive Committee of the Business, with Ms. Hansen retaining the position of Chief Compliance Officer. Lovell Minnick Partners, LLC ("Lovell Minnick"), The Park Avenue Tower, 65 East 55th Street, New York, NY 10022, is a financial partner that owns 46.81% of AssetMark's outstanding shares. James E. Minnick and Cameron L. Miller are the principal owners of Lovell Minnick and each currently serves as a director of AssetMark. After the consummation of the Transaction, Lovell Minnick, Mr. Minnick and Mr. Miller will no longer have any ownership of, or director positions with, AssetMark. Mr. Cordes, Mr. Steiny and Mr. O'Toole, directly or indirectly own or control 11.87%, 18.12% and 11.87% of AssetMark's outstanding shares, respectively. For Mr. Cordes and Mr. Steiny, these percentages include shares representing 4.83% and 0.91% of the outstanding shares, respectively, that were transferred in November 2005 to charitable foundations. Following completion of the Transaction, AssetMark will be referred to as "AssetMark Investment Services, Inc., a Genworth Financial Company." 3 AssetMark believes that its acquisition by Genworth will provide AssetMark greater financial backing and enhanced opportunities for the firm's growth and expansion. The combined managed account business of AssetMark and GFAM will total $12.4 billion in assets (based on current numbers), and the distribution networks of the combined firms will include relationships with over 3,000 independent advisors and broker-dealers throughout the United States (based on current contracts). The Trustees believe that the Transaction could benefit Fund shareholders by, among other things, increasing the assets of the Funds, thereby triggering breakpoints and lowering fees. The Trustees expect that the Funds and their shareholders will benefit from the financial, marketing, administrative, compliance and other resources that an organization of Genworth's size and sophistication can provide. It is expected that these benefits will include a strong capital base for AssetMark, allowing AssetMark to continue to enhance the services that it currently provides to the Funds. The name, address and principal occupation of each of the directors and principal executive officers of AssetMark and Genworth are included in Exhibit C. Section 15(f) of the Investment Company Act. Section 15(f) of the Investment Company Act provides that an investment advisor (such as AssetMark) to a registered investment company (such as the Trust), and the affiliates of such advisor, may receive any amount or benefit in connection with a sale of any interest in such investment advisor that results in an assignment of an investment advisory contract if the following two conditions are satisfied: (1) for a period of three years after such assignment, at least 75% of the board of directors of the investment company cannot be "interested persons" (within the meaning of Section 2(a)(19) of the Investment Company Act) of the new investment advisor or its predecessor; and (2) no "unfair burden" (as defined in the Investment Company Act) may be imposed on the investment company as a result of the assignment or any express or implied terms, conditions or understandings applicable thereto. An "unfair burden" on a fund is defined to include any arrangement during the two year period after any such transaction occurs whereby the investment advisor or its predecessor or successor, or any interested person of such investment advisor, predecessor or successor, receives or is entitled to receive any compensation, either directly or indirectly, of two types. The first type is compensation in connection with the purchase or sale of securities or other property to, from or on behalf of the fund, other than bona fide ordinary compensation as principal underwriter for such fund. The second type is compensation from the fund or its security holders for anything other than bona fide investment advisory or other services. As purchaser, Genworth has agreed to use its commercially reasonable efforts to assure compliance with the conditions of Section 15(f) as it applies to the Funds and the Transaction. The Board of Trustees of the Trust intends to maintain a board structure that will satisfy the first condition of Section 15(f) and to operate the Funds in a manner that will satisfy the no "unfair burden" condition of Section 15(f) of the Investment Company Act, for the time periods in the rule. Board of Trustees' Considerations. At an in-person Board meeting held on June 29, 2006, the Board of Trustees, including the Independent Trustees, discussed and approved the New Agreement between AssetMark and the Trust, on behalf of each of the Funds and determined to recommend that shareholders approve the New Agreement. The Independent Trustees had 4 requested and been provided with detailed materials relating to AssetMark, Genworth and the Transaction in advance of the Meeting. The Independent Trustees had met in executive session with their independent legal counsel prior and during the Meeting to discuss the proposed Transaction and its possible effect on the Funds. The material factors and conclusions that formed the basis for this recommendation are discussed below. The Nature, Extent, and Quality of the Services Provided by AssetMark. The Board considered the fact that AssetMark and its current management team would continue to operate the Funds using a manager-of-managers structure and would maintain a primary focus on the evaluation and oversight of the Funds' various sub-advisors. The Board considered AssetMark's capabilities in providing the administrative and compliance services needed to operate a sophisticated investment management business and to support the management of the Funds. The Board also took into account the information provided to them at their regular meetings with AssetMark's senior management with respect to the Funds. The Board also evaluated AssetMark's willingness to hire additional personnel as needed to support the Funds as they have grown in assets over time. The Board met with Gurinder Ahluwalia, a member of Genworth's management team who would serve as Vice Chairman for AssetMark following the Transaction. Mr. Ahluwalia and Ron Cordes, AssetMark's Chairman, discussed the services to be provided to the Funds after the consummation of the Transaction. Under the negotiated terms of the Transaction, members of AssetMark's senior management team would be subject to employment retention agreements and would be expected to remain responsible for managing the Funds. The Investment Performance of the Funds. The Board evaluated each Fund's performance in the context of a manager-of-managers structure. The Board considered the comparative performance of each of the Funds in light of fact that the Funds are intended for long-term investors. The Board also considered that AssetMark continued to be proactive in seeking to replace and/or add sub-advisors with a view toward improving performance over the long-term finding that these actions improved the Funds' performance, and considered Genworth's willingness to continue this stance. The Profitability of AssetMark and its Affiliates from the Relationship with the Funds, Including "Fall-Out" Benefits. The Trustees evaluated AssetMark's profitability from managing the Funds. The Board reviewed financial information relating to AssetMark and detailing AssetMark's profitability with respect to its management of the Funds. The Board also evaluated AssetMark's analysis of the Funds' expenses and relevant comparisons to the expenses of other funds. The Trustees compared the advisory fees and total expenses of each Fund (as a percentage of average net assets) with the fees and expenses of a group of funds selected by a third-party information provider. The Trustees also considered other benefits received by AssetMark as a result of its relationship with the Funds, including the benefits of offering an integrated set of investment options as an integral part of AssetMark's asset allocation investment programs and the related marketing rebates received by AssetMark. In addition, the Trustees considered the financial stability that Genworth would add to AssetMark. Fee Levels; Economies of Scale. The Board considered each Fund's overall fee level and how breakpoints may affect AssetMark's profitability. The Trustees considered AssetMark's 5 expense limitation agreement to waive advisory fees received from the Funds and/or pay Fund expenses to the extent necessary to reflect: (1) potential economies of scale; and (2) reductions in fees that may occur as a result of certain contractual breakpoints in the fees paid by AssetMark to sub-advisors under the relevant sub-advisory agreements. They also considered that the Transaction could increase the assets in the Funds, thereby triggering breakpoints and lowering fees. Conclusion. The Board, including all of the Independent Trustees, considered each of the foregoing factors and concluded that each factor supported a determination to approve the New Agreement. No single factor was determinative to the decision of the Board. The Board of Trustees concluded that the approval of the New Agreement was in the best interests of each Fund and its respective shareholders. Comparison of the Current Investment Advisory Agreement to the New Investment Advisory Agreement. AssetMark currently serves as each Fund's investment adviser under an investment advisory agreement with the Trust dated as of May 11, 2001. The Original Agreement was last approved by the Trustees of the Trust, including a majority of the Independent Trustees, on May 2, 2006. The Original Agreement was approved by the initial shareholder of each series of the Trust before the Trust commenced operations on June 29, 2001. The New Agreement is substantially identical to the Original Agreement. The key features of the Original Agreement and the New Agreement are described below. Advisory Services. Under the Original Agreement, AssetMark has overall supervisory responsibility for the general management and investment of each Fund's securities portfolio, and subject to review and approval by the Board: (i) sets the Fund's overall investment strategies; (ii) evaluates, selects and recommends sub-advisors to manage all or part of a Fund's assets; (iii) when appropriate, allocates and reallocates a Fund's assets among sub-advisors; (iv) monitors and evaluates the performance of sub-advisors, including their compliance with the investment objectives, policies, and restrictions of the Funds; and (v) implements procedures to ensure that the sub-advisors comply with the Fund's investment objectives, policies and restrictions. AssetMark has ultimate responsibility (subject to oversight by the Trust's Board of Trustees) to oversee the sub-advisors and recommend their hiring, termination and replacement. Under the New Agreement, AssetMark, as investment advisor, would provide the same services that it performs under the Original Agreement. Investment Advisory Fees. Pursuant to the Original Agreement, AssetMark is entitled to an annual fee from each Fund. The annual fee rate for each Fund is 0.95% of average daily net assets, except for the Small/Mid Cap Value Fund, the Tax-Exempt Fixed Income Fund and the Core Plus Fixed Income Fund, which have annual fee rates of 1.00%, 0.80% and 0.75%, respectively. Under the New Agreement, the annual fee rate for each Fund will not change. Exhibit B to this Proxy Statement lists the amount of advisory fees that each Fund paid to AssetMark for the last fiscal year. The compensation payable to all sub-advisors is paid by AssetMark. The Funds are not responsible for payment of any sub-advisory fees. Continuance. If shareholders approve the New Agreement, it will continue for one year from the date of its effectiveness, unless earlier terminated. The New Agreement may be continued from year to year thereafter by a majority vote of the Board of Trustees or by a vote of 6 a majority of outstanding shares of a Fund, provided that, in either case, the terms and the renewal have been approved by the vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval. The Original Agreement contains an identical provision. Termination. The Original Agreement provides that it may be terminated as to any Fund at any time, without the payment of any penalty by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on not less than 30 days nor more than 60 days written notice to AssetMark, or by AssetMark at any time without the payment of any penalty, on 90 days written notice to the Trust. The Original Agreement also provides that it will automatically and immediately terminate in the event of its assignment. The New Agreement contains identical provisions. Shareholder Approval. With respect to each Fund, the New Agreement must be approved by a "majority of outstanding voting securities" as defined in the Investment Company Act, which means the lesser of the vote of (i) 67% or more of the voting securities of the Fund that are present at a meeting called for the purpose of voting on such approval or represented by proxy if holders of shares representing more than 50% of the outstanding voting securities of the Fund are present or represented by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund. The New Agreement must be approved by the shareholders of each Fund for the Transaction to go forward. If there are sufficient votes for some, but not all, of the Funds to approve the New Agreement, the Meeting may be adjourned as to those Funds for which there are not sufficient votes to approve the New Agreement. A shareholder vote may be taken prior to any adjournment of the Meeting with respect to one or more Funds for which there are sufficient votes for approval of the New Agreement, even though the Meeting is adjourned as to one or more other Funds. The shares over which broker-dealers have discretionary voting power, the shares that represent "broker non-votes" (i.e., shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter), and the shares whose proxies reflect an abstention will all be counted as shares present and entitled to vote for purposes of determining whether the required quorum of shares exists; however they will have the effect of a vote against the Proposal. The Board of Trustees unanimously recommends that you vote to approve the new Investment Advisory Agreement. 7 ADDITIONAL INFORMATION ABOUT THE TRUST The Investment Advisor. AssetMark Investment Services, Inc., 2300 Contra Costa Boulevard, Suite 425, Pleasant Hill, California 94523, currently serves as the investment advisor of the Trust, on behalf of each Fund. The Administrator and Transfer Agent. U.S. Bancorp Fund Services, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202, serves as the Funds' administrator and transfer agent. The Distributor and Sub-Distributor. AssetMark Capital Corporation, 2300 Contra Costa Boulevard, Suite 425, Pleasant Hill, California 94523, serves as the Funds' distributor. Quasar Distributors, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202, serves as sub-distributor to each of the Funds. The Custodian. U.S. Bank, N.A., 1555 N. RiverCenter Drive, Suite 302, Milwaukee, Wisconsin 53212, serves as the Funds' custodian. Shareholders Sharing an Address. If two or more shareholders share the same address, only one copy of this proxy statement may be delivered to that address, unless the Trust has received contrary instructions from one or more of the shareholders at that shared address. Upon written or oral request, the Trust will deliver promptly a separate copy of this proxy statement to a shareholder at a shared address. Please call 1-888-278-5809 or send a written request to U.S. Bancorp Fund Services, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202 if you would like to (1) receive a separate copy of this proxy statement; (2) receive your annual reports or proxy statements separately in the future; or (3) request delivery of a single copy of annual reports or proxy statements if you are currently receiving multiple copies at a shared address. 8 Principal Shareholders, Control Persons and Management Ownership. To the knowledge of the Trust, the executive officers and Board members, as a group, owned less than 1% of the outstanding shares of each Fund as of July 12, 2006. As of July 12, 2006, the total shares outstanding and net assets of each Fund were as follows: ----------------------------- ------------------ ------------ Fund Outstanding Shares Net Assets ----------------------------- ------------------ ------------ Large Cap Growth Fund 66,736,973 596,629,634 Large Cap Value Fund 52,915,337 630,496,577 Small/Mid Cap Growth Fund 18,086,289 171,491,095 Small/Mid Cap Value Fund 12,869,321 179,988,410 International Equity Fund 49,467,321 673,279,360 Real Estate Securities Fund 4,801,006 89,905,019 Tax-Exempt Fixed Income Fund 20,389,832 218,482,971 Core Plus Fixed Income Fund 72,323,814 652,310,642 ----------------------------- ------------------ ------------ The direct and indirect owners of more than 5% of the outstanding shares of each Fund as of July 12, 2006 are listed below. 9 ---------------------------- -------------- ----------------- --------------------- Fund/Shareholder Name and Shares % Ownership Type of Ownership Address ---------------------------- -------------- ----------------- --------------------- Large Cap Growth Fund IMS & Co 32,412,011 48.5% Record P.O Box 3865 Englewood, CO 80155-3865 Pershing LLC 29,118,122 43.6% Record P.O. Box 2052 Jersey City, NJ 07303-2052 National Financial 4,306,753 6.4% Record Services LLC 200 Liberty Street New York, NY 10281 Large Cap Value Fund IMS & Co 26,699,361 50.4% Record P.O Box 3865 Englewood, CO 80155-3865 Pershing LLC 24,038,313 45.4% Record P.O. Box 2052 Jersey City, NJ 07303-2052 Small/Mid Cap Growth Fund IMS & Co 9,462,462 52.3% Record P.O Box 3865 Englewood, CO 80155-3865 Pershing LLC 7,832649 43.3% Record P.O. Box 2052 Jersey City, NJ 07303-2052 Small/Mid Cap Value Fund Pershing LLC 6,538,648 50.8% Record P.O. Box 2052 Jersey City, NJ 07303-2052 IMS & Co 5,939,171 46.1% Record P.O Box 3865 Englewood, CO 80155-3865 International Equity Fund IMS & Co 24,701,079 49.9% Record P.O Box 3865 Englewood, CO 80155-3865 Pershing LLC 22,330,651 45.1% Record P.O. Box 2052 Jersey City, NJ 07303-2052 Real Estate Securities Fund IMS & Co 2,360,555 49.1% Record P.O Box 3865 Englewood, CO 80155-3865 10 Pershing LLC 2,219,132 46.2% Record P.O. Box 2052 Jersey City, NJ 07303-2052 Tax-Exempt Fixed Income Fund Pershing LLC 10,221,592 50.1% Record P.O. Box 2052 Jersey City, NJ 07303-2052 IMS & Co 7,152,600 35.1% Record P.O Box 3865 Englewood, CO 80155-3865 FTC & Co 2,509,229 12.3% Record PO Box 17376 Denver, CO 80217 Core Plus Fixed Income Fund Pershing LLC 34,234,613 47.3% Record P.O. Box 2052 Jersey City, NJ 07303-2052 IMS & Co 32,559,837 45.0% Record P.O Box 3865 Englewood, CO 80155-3865 ---------------------------- -------------- ----------------- --------------------- ADDITIONAL INFORMATION ABOUT THE MEETING Solicitation of Proxies. Your vote is being solicited by the Board of Trustees. The cost of soliciting proxies, including the fees of a proxy soliciting agent, will be borne by Genworth and AssetMark, with each bearing 50% of the cost up to $150,000, and AssetMark bearing any expenses in excess of such amount. Genworth and AssetMark will reimburse brokerage firms and others for their expenses in forwarding proxy material to the beneficial owners and soliciting them to execute proxies. AssetMark has engaged D.F. King & Co., Inc. ("D.F. King"), a professional proxy solicitation firm, to solicit proxies at an estimated cost of $46,000, including out-of-pocket expenses. AssetMark expects that the solicitation would be primarily by mail, but may also include telephone, facsimile, electronic or other means of communication. If the Trust does not receive your proxy by a certain time you may receive a telephone call from a proxy 11 soliciting agent asking you to vote. The Trust does not reimburse officers of the Trust, or regular employees and agents of AssetMark involved in the solicitation of proxies. Genworth and AssetMark, together, intend to pay all costs associated with the solicitation and the Meeting. Quorum. A quorum of shares of each Fund is required in order for the shareholders of the Fund to take action at the Meeting. Because the shareholders of each Fund are voting separately on the Proposal, the presence of a quorum at the Meeting will be determined on a Fund-by-Fund basis. One-third of the shares entitled to vote, present in person or represented by proxy, constitutes a quorum at the Meeting for purposes of acting upon the Proposal. The shares over which broker-dealers have discretionary voting power, the shares that represent "broker non-votes" (i.e., shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter), and the shares whose proxies reflect an abstention will all be counted as shares present and entitled to vote for purposes of determining whether the required quorum of shares exists. Adjournment. The Meeting may be adjourned from time to time for any reason whatsoever by vote of the holders of a majority of the shares present (in person or by proxy) and entitled to vote at the Meeting, or by the Chairperson of the Board, or, in the absence of the Chairperson of the Board, by the President of the Trust. Such authority to adjourn the Meeting may be used in the event that a quorum is not present at the Meeting or, in the event that a quorum is present but sufficient votes have not been received to approve the Proposal, or for any other reason consistent with Delaware law and the Trust's By-Laws, including to allow for the further solicitation of proxies. Unless otherwise instructed by a shareholder granting a proxy, the persons designated as proxies may use their discretionary authority to vote as instructed by management of the Trust on questions of adjournment and on any other proposals raised at the Meeting to the extent permitted by the SEC's proxy rules, including proposals for which management of the Trust did not have timely notice, as set forth in the SEC's proxy rules. Shareholder Proposals. The Trust is not required, and does not intend, to hold regular annual meetings of shareholders. A shareholder who wishes to submit a proposal for consideration for inclusion in the Trust's proxy statement for the next meeting of shareholders should send his or her written proposal to the Trust's offices at 2300 Contra Costa Boulevard, Suite 425, Pleasant Hill, California 94523-3967, Attention: Secretary, so that it is received within a reasonable time in advance of such meeting in order to be included in the Trust's proxy statement and proxy card relating to that meeting and presented at the meeting. A shareholder proposal may be presented at a meeting of shareholders only if such proposal concerns a matter that may be properly brought before the meeting under applicable federal proxy rules, state law, and other governing instruments. Submission of a proposal by a shareholder does not guarantee that the proposal will be included in the Trust's proxy statement or presented at the meeting. No business other than the matter described above is expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, including any questions as to an 12 adjournment or postponement of the Meeting, the persons designated as proxies named on the enclosed proxy card will vote on such matters in accordance with the views of management. By Order of the Board of Trustees, /s/ Chris Villas-Chernak Secretary 13 EXHIBIT A Form of INVESTMENT ADVISORY AGREEMENT ASSETMARK FUNDS AGREEMENT made this __ day of _________, 2006, by and between AssetMark Funds, a Delaware statutory trust (the "Trust"), and AssetMark Investment Services, Inc., a California corporation (the "Advisor"). WHEREAS, the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"). The Trust is authorized to create and currently consists of several separate series shares, each having its own investment objectives and policies; and WHEREAS, the Advisor is a registered investment adviser under the Investment Advisers Act of 1940, as amended and engages in the business of providing investment management services; and WHEREAS, the Trust desires to retain the Advisor to render investment management services with respect to the series listed on Schedule A, as may be amended from time to time, attached hereto and made a part of this Agreement (each a "Fund" and collectively the "Funds"), and the Advisor is willing to render such services on the following terms and conditions. NOW, THEREFORE, in consideration of mutual covenants recited below, the parties agree as follows: 1. DUTIES OF THE TRUST. (a) The Trust, except as otherwise provided in this Agreement, is responsible for conducting its own business and affairs and for all necessary and incidental expenses and salaries including, but not limited to, the costs incurred in: the maintenance of its corporate existence; the maintenance of its own books, records and procedures; dealing with its own shareholders; the payment of dividends; transfer of stock, including issuance, redemption and repurchase of shares; preparation of share certificates; preparation and filing of such forms as may be required by the various jurisdictions in which the Trust's shares may be sold; preparation, printing and mailing of reports and notices to shareholders; calling and holding of shareholders' meetings; miscellaneous office expenses; brokerage commissions; custodian fees; legal and accounting fees; taxes, and state and federal registration fees. (b) In the conduct of the respective businesses of the parties and in the performance of this Agreement, the Trust and the Advisor may share facilities common to each, with appropriate proration of expenses between them. A-1 (c) To the extent the Advisor incurs any costs by assuming expenses that are an obligation of the Trust as set forth herein, the Trust shall promptly reimburse the Advisor for such costs and expenses, except to the extent the Advisor has otherwise agreed to bear such expenses. To the extent the services for which the Trust is obligated to pay are performed by the Advisor, the Advisor shall be entitled to recover from the Trust to the extent of the Advisor's actual costs for providing such services. 2. DUTIES OF THE ADVISOR. (a) The Trust employs the Advisor generally to manage the investment and reinvestment of the assets of the Funds. In so doing, the Advisor may hire one or more sub-advisors for each Fund to carry out the investment program of the Fund(s) (subject to the approval of the Trust's Board of Trustees and, except as otherwise permitted under the terms of any exemptive relief obtained by the Advisor from the U.S. Securities and Exchange Commission, or by rule or regulation, a majority of the outstanding voting securities of any affected Fund(s)). To the extent that the Advisor does hire any sub-advisor, it will thereafter continuously review, supervise and (where appropriate) administer the investment program of the Fund(s). (b) The Advisor will provide, or direct any sub-advisor to provide to the Administrator and the Trust records concerning the Advisor's and sub-advisor(s)' activities which the Trust is required to maintain, and to render regular reports to the Administrator and to the Trust's officers and Trustees concerning the Advisor's and sub-advisor(s)' performance of the foregoing responsibilities. The retention of a sub-advisor by the Advisor shall not relieve the Advisor of its responsibilities under this Agreement. (c) The Advisor shall discharge the foregoing responsibilities subject to the control of the Board of Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Fund set forth in the Trust's prospectus and statement of additional information, as amended from time to time (referred to collectively as the "Prospectus"), and applicable laws and regulations. The Trust will furnish the Advisor from time to time with copies of all amendments or supplements to the Prospectus, if any. (d) The Advisor accepts such employment and agrees, at its own expense, to render the services and to provide the office space, furnishings and equipment and the personnel (including any sub-advisors) required by it to perform the services on the terms and for the compensation provided herein. The Advisor will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Trust. 3. DELIVERY OF DOCUMENTS. (a) The Trust has furnished Advisor with copies properly certified or authenticated of each of the following and will furnish any amendments and restatements as they are effected. A-2 (i) The Trust's Agreement and Declaration of Trust, as filed with the Secretary of State of Delaware (such Agreement and Declaration of Trust, as presently in effect and as it shall from time to time be amended, is herein called the "Declaration of Trust"); (ii) By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the "By-Laws"); (iii) Prospectus(es) of the Fund(s). (b) The Advisor has furnished to the Trust, a copy of its Form ADV as filed with the U.S. Securities and Exchange Commission, and will furnish any amendment thereto as it may be effected. 4. OTHER COVENANTS. The Adviser agrees that it: (a) will comply with all applicable Rules and Regulations of the U.S. Securities and Exchange Commission and will in addition conduct its activities under this Agreement in accordance with other applicable law; (b) will place or will cause the sub-advisors to place orders pursuant to its/their investment determinations for the Fund(s) either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Advisor will, or will cause the sub-advisors to use its/their best efforts to seek on behalf of a Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Advisor (or any sub-advisor) shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction the Advisor (or any sub-advisor) may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to a Fund and/or other accounts over which the Adviser or an affiliate of the Advisor may exercise investment discretion. The Advisor (or any sub-advisor) is authorized, subject to the prior approval of the Trust's Board of Trustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Funds that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Advisor (or any sub-advisor) determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer - - viewed in terms of that particular transaction or terms of the overall responsibilities of the Advisor to a Fund. In no instance, however, will any Fund's securities be purchased from or sold to the Advisor, any sub-advisor engaged with respect to that Fund, the Trust's principal underwriter, or any affiliated person of either the Trust, the Advisor, and sub-advisor or the principal underwriter, acting as principal in the transaction, except to the extent A-3 permitted by the U.S. Securities and Exchange Commission and the 1940 Act. The Advisor (and any sub-advisor) is also authorized to enter into brokerage/service arrangements with broker-dealers whereby certain broker-dealers agree to pay all or a portion of a Fund's custodian, administrative, transfer agency, and/or other fees in exchange for such Fund directing certain minimum brokerage amounts to such broker-dealer, if, and only if, the Advisor (or any sub-advisor) determines in good faith that such arrangement was reasonable - viewed in terms of that particular transaction or terms of the overall responsibilities of the Advisor (or sub-advisor) to a Fund. 5. COMPENSATION OF THE ADVISOR. (a) For the services to be rendered by the Advisor as provided in Sections 1 and 2 of this Agreement, the Trust shall pay to the Advisor compensation at the rate(s) specified in Schedule A, as may be amended from time to time, attached hereto and made a part of this Agreement. Such compensation shall be paid to the Advisor at the end of each month and calculated by applying a daily rate to the assets of each of the Funds, based on the annual percentage rates as specified in the attached Schedule A. The fee shall be based on the average daily net assets for the month involved. (b) Any advisory fees which may be charged by sub-advisors hired by the Advisor are the sole obligation of the Advisor, and not of the Trust. (c) If this Agreement is terminated prior to the end of any calendar month, the management fee shall be prorated for the portion of any month in which this Agreement is in effect according to the proportion which the number of calendar days, during which the Agreement is in effect, bears to the number of calendar days in the month, and shall be payable within 10 days after the date of termination. (d) The Advisor may voluntarily or contractually agree to reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may similarly agree to make payments to limit expenses which are the responsibility of the Trust under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed upon prior to accrual of the related expense or fee and will be estimated daily. Any fee withheld shall be voluntarily reduced and any Fund expense paid by the Advisor voluntarily or pursuant to an agreed expense limitation shall be reimbursed by the Fund to the Advisor in the first, second, or third (or any combination thereof) fiscal year next succeeding the fiscal year of the withholding, reduction, or payment to the extent permitted by applicable law if the aggregate expenses for the next succeeding fiscal year, second fiscal year or third succeeding fiscal year do not exceed any limitation to which the Advisor has agreed. 6. EXCESS EXPENSES. If the expenses for any Fund for any fiscal year (including fees and other amounts payable to the Advisor, but excluding interest, taxes, brokerage costs, litigation, and other A-4 extraordinary costs) as calculated every business day would exceed the expense limitations imposed on investment companies by any applicable statute or regulatory authority of any jurisdiction in which Shares are qualified for offer and sale, the Advisor shall bear such excess cost. However, the Advisor will not bear expenses of the Trust or any Fund which would result in the Trust's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code. Payment of expenses by the Advisor pursuant to this Section 6 shall be settled on a monthly basis (subject to fiscal year end reconciliation) by a waiver of the Advisor's fees provided for hereunder, and such waiver shall be treated as a reduction in the purchase price of the Advisor's services. 7. REPORTS. The Trust and the Advisor agree to furnish to each other, if applicable, current prospectuses, proxy statements, reports to shareholders, certified copies of their financial statements, and such other information with regard to their affairs as each may reasonably request. The Advisor further agrees to furnish to the Trust, if applicable, the same such documents and information pertaining to any sub-advisor as the Trust may reasonably request. 8. STATUS OF THE ADVISOR. The services of the Advisor to the Trust are not to be deemed exclusive, and the Advisor shall be free to render similar services to others so long as its services to the Trust are not impaired thereby. The Advisor shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. To the extent that the purchase or sale of securities or other investments of any issuer may be deemed by the Advisor to be suitable for two or more accounts managed by the Advisor, the available securities or investments may be allocated in a manner believed by the Advisor to be equitable to each account. It is recognized that in some cases this may adversely affect the price paid or received by the Trust or the size or position obtainable for or disposed by the Trust or any Fund. 9. USE OF ASSETMARK NAME. In accordance with the Agreement and Declaration of Trust of the Trust, in the event that the Advisor ceases to be the Trust's investment manager for any reason, the Trust will (unless the Advisor otherwise agrees in writing) take all necessary steps to cause the Trust to change to a name not including the word "AssetMark," within a reasonable period of time. 10. CERTAIN RECORDS. The Advisor shall maintain, and cause any sub-advisors to maintain, books and records with respect to the Advisor's and the sub-advisor's respective services to the Funds in accordance with best practices, applicable federal and state securities laws, and such instructions as may be provided to it by the Trust from time to time. A-5 11. LIMITATION OF LIABILITY OF THE ADVISOR. The duties of the Advisor shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Advisor hereunder. The Advisor shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable state law which cannot be waived or modified hereby. (As used in this Section 11, the term "Advisor" shall include directors, officers, employees and other corporate agents of the Advisor as well as that corporation itself). 12. PERMISSIBLE INTERESTS. Trustees, agents, and shareholders of the Trust are or may be interested in the Advisor (or any successor thereof) as directors, partners, officers, or shareholders, or otherwise; directors, partners, officers, agents, and shareholders of the Advisor are or may be interested in the Trust as Trustees, officers, shareholders or otherwise; and the Advisor (or any successor) is or may be interested in the Trust as a shareholder or otherwise subject to the provisions of applicable law. All such interests shall be fully disclosed between the parties on an ongoing basis and in the Trust's Prospectus as required by law. In addition, brokerage transactions for the Trust may be effected through affiliates of the Advisor or any sub-advisor if approved by the Board of Trustees, subject to the rules and regulations of the U.S. Securities and Exchange Commission. 13. DURATION AND TERMINATION. This Agreement, unless sooner terminated as provided herein, shall for each Fund listed on Schedule A attached hereto remain in effect from the date of execution or, if later, the date approved by the Fund's shareholders (the "Effective Date."), until one year from the Effective Date, and thereafter, for periods of one year so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Fund; provided, however, that if the shareholders of any Fund fail to approve the Agreement as provided herein, the Advisor may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. No amendment to this Agreement shall be effective unless the terms thereof have been approved as required by the 1940 Act (currently, by the vote of a majority of the outstanding voting securities of the Fund as prescribed by the 1940 Act (unless shareholder approval of the amendment would not be required to be consistent with SEC interpretations of Section 15 of the 1940 Act), and by the vote of a majority of Trustees of the Trust who are not parties to the A-6 Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval). This Agreement may be terminated as to any Fund at any time, without the payment of any penalty by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on not less than 30 days nor more than 60 days written notice to the Advisor, or by the Advisor at any time without the payment of any penalty, on 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. This Agreement shall extend to and bind the heirs, executors, administrators and successors of the parties hereto. As used in this Section 13, the terms "assignment," "interested persons," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the U.S. Securities and Exchange Commission. 14. GOVERNING LAW. This Agreement shall be governed by the internal laws of the State of California, without regard to conflict of law principles; provided, however that nothing herein shall be construed as being inconsistent with the 1940 Act. 15. NOTICE. Any notice, advice or report to be given pursuant to this Agreement shall be deemed sufficient if delivered or mailed by registered, certified or overnight mail, postage prepaid addressed by the party giving notice to the other party at the last address furnished by the other party: To the Advisor at: AssetMark Investment Services, Inc. 2300 Contra Costa Blvd., Suite 425 Pleasant Hill, CA 94523-3967 Attn: Carrie E. Hansen To the Trust at: AssetMark Funds c/o AssetMark Investment Services, Inc. 2300 Contra Costa Blvd., Suite 425 Pleasant Hill, CA 94523-3967 Attn: Carrie E. Hansen 16. SEVERABILITY. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. A-7 17. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to this Agreement's subject matter. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. A copy of the Certificate of Trust of the Trust is on file with the Secretary of State of Delaware, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees, and is not binding upon any of the Trustees, officers, or shareholders of the Trust individually but binding only upon the assets and property of the Trust. No series of the Trust shall be liable for the obligations of any other series of the Trust. Without limiting the generality of the foregoing, the Advisor shall look only to the assets of a particular Fund for payment of fees for services rendered to that Fund. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the U.S. Securities and Exchange Commission, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above. ASSETMARK INVESTMENT ASSETMARK FUNDS SERVICES, INC. By: By: Attest: Attest: Title: Title: A-8 Schedule A to the Investment Advisory Agreement between AssetMark Funds and AssetMark Investment Services, Inc. Pursuant to Article 4, the Trust shall pay the Advisor compensation at an annual rate as follows: ---------------------------- -------------------------------------- ----------- Fund: Compensation (as a percentage of Date Added: daily net assets): ---------------------------- -------------------------------------- ----------- Large Cap Value Fund 0.95% ---------------------------- -------------------------------------- ----------- Large Cap Growth Fund 0.95% ---------------------------- -------------------------------------- ----------- Small/Mid-Cap Value Fund 0.95% ---------------------------- -------------------------------------- ----------- Small/Mid-Cap Growth Fund 1.00% ---------------------------- -------------------------------------- ----------- International Equity Fund 0.95% ---------------------------- -------------------------------------- ----------- Real Estate Securities Fund 0.95% ---------------------------- -------------------------------------- ----------- Tax-Exempt Bond Fund 0.80% ---------------------------- -------------------------------------- ----------- Core Plus Fixed Income Fund 0.75% ---------------------------- -------------------------------------- ----------- A-9 EXHIBIT B Investment Advisory Fees Paid to AssetMark The table below sets forth the investment advisory fees paid by each Fund to AssetMark for the twelve months ended March 31, 2006: -------------------------------------- ------------ Advisory Fee Fund ($) -------------------------------------- ------------ AssetMark Large Cap Growth Fund 5,699,299 AssetMark Large Cap Value Fund 5,705,612 AssetMark Small/Mid Cap Growth Fund 1,616,081 AssetMark Small/Mid Cap Value Fund 1,531,004 AssetMark International Equity Fund 4,488,439 AssetMark Real Estate Securities Fund 737,401 AssetMark Tax-Exempt Fixed Income Fund 1,421,833 AssetMark Core Plus Fixed Income Fund 4,189,274 -------------------------------------- ------------ B-1 EXHIBIT C Directors and Principal Executive Officers of AssetMark and Genworth The name, address and principal occupation of each of the directors and principal executive officers of AssetMark are set forth below. Name and Address Principal Occupation Position with AssetMark Ronald D. Cordes Chairman, AssetMark Investment Services, Chairman AssetMark Investment Services, Inc. Inc. and President, AssetMark Capital 2300 Contra Costa Blvd, Suite 425 Corporation. Pleasant Hill, CA 94523-3967 Brian R. O'Toole CEO, AssetMark Investment Services, Inc. CEO AssetMark Investment Services, Inc. 2300 Contra Costa Blvd, Suite 425 Pleasant Hill, CA 94523-3967 Richard E. Steiny President, AssetMark Investment President AssetMark Investment Services, Inc. Services, Inc. and Secretary, AssetMark 2300 Contra Costa Blvd, Suite 425 Capital Corporation. Pleasant Hill, CA 94523-3967 James E. Minnick President, Lovell Minnick Partners, LLC Director Lovell Minnick Partners, LLC The Park Avenue Tower 65 East 55th Street New York, NY 10022 Cameron L. Miller Principal, Lovell Minnick Partners, LLC Director Lovell Minnick Partners, LLC Four Embarcadero Center, 26th Floor San Francisco, CA 94111 John M. Whittaker Chief Operating Officer, AssetMark Chief Operating Officer AssetMark Investment Services, Inc. Investment Services, Inc. 2300 Contra Costa Blvd, Suite 425 Pleasant Hill, CA 94523-3967 Carrie E. Hansen Chief Financial Officer and Chief Chief Financial Officer AssetMark Investment Services, Inc. Compliance Officer, AssetMark Investment and Chief Compliance 2300 Contra Costa Blvd, Suite 425 Services, Inc. Officer Pleasant Hill, CA 94523-3967 The name, address and principal occupation of each of the directors and principal executive officers of Genworth are set forth below. C-1 Name and Address Principal Occupation Position with Genworth Frank J. Borelli Former Chief Financial Officer, Director 6620 West Broad Street Marsh & McLennan companies, Inc. Richmond, VA 23230 Michael D. Fraizer Chairman, President and Chief Chairman, President and Chief 6620 West Broad Street Executive Officer of Genworth Executive Officer of Genworth Richmond, VA 23230 Financial, Inc. Financial, Inc. Nancy J. Karch Former Senior Partner, McKinsey & Director 6620 West Broad Street Company Richmond, VA 23230 J. Robert "Bob" Kerrey President, New School University and Director 6620 West Broad Street former United States Senator Richmond, VA 23230 Saiyid T. Naqvi Chief Executive Officer, Deep Green Director 6620 West Broad Street Financial, Inc. Richmond, VA 23230 James A. Parke Vice Chairman and Chief Financial Director 6620 West Broad Street Officer, GE Capital and Senior Vice Richmond, VA 23230 President, General Electric Company James S. Riepe Former Vice Chairman of T. Rowe Director 6620 West Broad Street Price Group, Inc. Richmond, VA 23230 Barrett A. Toan Former Chairman of Express Director 6620 West Broad Street Scripts, Inc. Richmond, VA 23230 Thomas B. Wheeler Former President and Chief Executive Director 6620 West Broad Street Officer, MassMutual Financial Group Richmond, VA 23230 Thomas H. Mann President and Chief Executive President and Chief Executive 6601 Six Forks Road Officer - Mortgage Insurance Officer - Mortgage Insurance Raleigh, NC 27615 Genworth Financial, Inc. Pamela S. Schutz President and Chief Executive President and Chief Executive 6620 West Broad Street Officer - Retirement Income and Officer - Retirement Income and Richmond, VA 23230 Investments Genworth Financial, Inc. Investments George R. Zippel President and Chief Executive President and Chief Executive 700 Main Street Officer - Protection Genworth Officer - Protection Lynchburg, VA 24504 Financial, Inc. Mark W. Griffin Senior Vice President - Chief Senior Vice President - Chief 3003 Summer Street Investment Officer Genworth Investment Officer Stamford, CT 06904 Financial, Inc. Michael S. Laming Senior Vice President - Human Senior Vice President - Human 6620 West Broad Street Resources Genworth Financial, Inc. Resources Richmond, VA 23230 C-2 Name and Address Principal Occupation Position with Genworth Samuel D. Marsico Senior Vice President - Chief Risk Senior Vice President - Chief Risk 6620 West Broad Street Officer Genworth Financial, Inc. Officer Richmond, VA 23230 Scott J. McKay Senior Vice President - Operations & Senior Vice President - Operations & 6620 West Broad Street Quality and Chief Information Quality and Chief Information Officer Richmond, VA 23230 Officer Genworth Financial, Inc. Richard P. McKenney Senior Vice President - Chief Senior Vice President - Chief 6620 West Broad Street Financial Officer Genworth Financial Financial Officer Richmond, VA 23230 Victor C. Moses Senior Vice President - Chief Senior Vice President - Chief Actuary 601 Union Street Actuary Genworth Financial Suite 2200 Seattle, WA 98101 Joseph J. Pehota Senior Vice President - Business Senior Vice President - Business 3001 Summer Street Development Genworth Financial Development Stamford, CT 06905 Jean S. Peters Senior Vice President - Investor Senior Vice President - Investor 6620 West Broad Street Relations and Corporate Relations and Corporate Richmond, VA 23230 Communications Genworth Financial Communications Leon E. Roday Senior Vice President, General Senior Vice President, General 6620 West Broad Street Counsel and Secretary Genworth Counsel and Secretary Richmond, VA 23230 Financial AssetMark Funds [Name of Fund] 2300 Contra Costa Blvd., Suite 425 Pleasant Hill, California 94523-3967 PROXY FOR MEETING OF SHAREHOLDERS SEPTEMBER 19, 2006 The undersigned hereby revokes all previous proxies for his/her shares and appoints each of RONALD D. CORDES, CARRIE E. HANSEN and CHRIS VILLAS-CHERNAK, individually, as proxy and attorney-in-fact for the undersigned with full power of substitution to vote on behalf of the undersigned at the Meeting of Shareholders of above-named fund (the "Fund") to be held at 2300 Contra Costa Blvd., Suite 425 Pleasant Hill, California 94523-3967 on September 19, 2006, and at any adjournment or postponement thereof, all shares of the Fund standing in the name of the undersigned or which the undersigned may be entitled to vote. This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting or any adjournments or postponements thereof, hereby revoking any proxy or proxies heretofore given by the undersigned. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The Proposal: 1. To approve a new investment advisory agreement with AssetMark Investment Services, Inc. FOR [ ] AGAINST [ ] ABSTAIN [ ] IF YOU DO NOT VOTE ON THE PROPOSAL, THE PROXIES SHALL VOTE "FOR" THE PROPOSAL. For individual accounts, your name should be signed exactly as it appears on this proxy card. When shares are held by joint tenants, either party may sign, but the name of the party signing should conform exactly to a name shown on this Proxy card. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in the corporate name by president or other authorized officer. If a partnership, please sign in the partnership name by authorized person. Please sign: Date: _________________________________ _______________________________________ Signature _______________________________________ Signature (if held jointly) Please mark, sign, date and mail this proxy promptly using the enclosed envelope.
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DEF 14A Filing
GPS Funds I DEF 14ADefinitive proxy
Filed: 25 Jul 06, 12:00am