July 15, 2019
VIA EDGAR TRANSMISSION AND FEDEX
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
| Attention: | Ms. Cara Lubit | |
| Mr. Hugh West | ||
| Mr. Lori Empie | ||
| Ms. Jessica Livingston | ||
| Mr. Michael Clampitt | ||
| Mr. Eric Envall |
Re: AssetMark Financial Holdings, Inc.
Registration Statement on Form S-1
File No. 333-232312
Request for Acceleration
Ladies and Gentlemen:
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we, as representatives of the several underwriters, wish to advise that between July 9, 2019 and the date hereof, approximately 1,080 copies of the Preliminary Prospectus dated July 8, 2019 were distributed to prospective underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration Statement.
We wish to advise you that the participating underwriters have informed us that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
We hereby join in the request of AssetMark Financial Holdings, Inc. that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time on July 17, 2019 or as soon thereafter as practicable, or at such other time as Davis Polk & Wardwell LLP, outside counsel for AssetMark Financial Holdings, Inc., may request by a telephone call to the staff of the United States Securities and Exchange Commission.
[Signature page follows]
Very truly yours,
J.P. Morgan Securities LLC
Goldman Sachs & Co. LLC
As representatives of the Underwriters
| J.P. Morgan Securities LLC | ||
| By: | /s/ Frank Bruni | |
| Name: Frank Bruni | ||
| Title: Managing Director | ||
| Goldman Sachs & Co. LLC | ||
| By: | /s/ C. Erich Bluhm | |
| Name: C. Erich Bluhm | ||
| Title: Managing Director | ||
[Signature Page to Underwriters Acceleration Letter]
