July 25, 2006 VIA Edgar Patricia Williams Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: AssetMark Funds (File Nos. 333-53450 and 811-10267) Dear Ms. Williams: On behalf of AssetMark Funds (the "Trust"), I am responding to your comments, communicated to me via telephone on Friday, July 21, 2006, related to the preliminary proxy statement filing made by the Trust on Schedule 14A on July 11, 2006. Each comment is summarized below, followed by the Trust's response to the comment. Please note that the changes to disclosure indicated below will be made in the definitive proxy statement to be filed by the Trust. Capitalized terms not otherwise defined in this letter have the meanings assigned to the terms in the preliminary proxy statement. 1. Comment. In order to comply with Section 15(f) of the Investment Company Act, a fund must, among other things, meet the condition that at least 75% of its trustees will not be "interested persons" of the adviser for a period of three years after the transaction. The section entitled "Section 15(f) of the Investment Company Act" currently indicates that the parties to the transaction have agreed that Genworth, as the acquirer, "will use its commercially reasonable efforts" to assure compliance with the 75% requirement. Please revise the first paragraph of the section to indicate that satisfaction of the conditions of Section 15(f) would be mandatory. Response. We agree that the conditions of Section 15(f) must be satisfied in order to rely on the "safe harbor" protections of Section 15(f). However, the composition of the board and the manner of operation of the Funds is determined in large part by the Fund Board, including the independent trustees, and not entirely by Genworth. Nonetheless, we have revised the disclosure to address your comment as follows: "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." 2. Comment. In the section entitled "Shareholder Approval," please consider adding disclosure addressing the possibility that shareholders of some, but not all, of the Funds may approve the New Agreement. Response. The following disclosure will be inserted: "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." 3. Comment. In order to increase its prominence, please consider moving the paragraph entitled "Shareholder Reports" to a location closer to the beginning of the proxy statement. Response. This paragraph will be moved to a more prominent location in accordance with your comment. 4. Comment. Please add disclosure describing how "broker non-votes" will be treated for purposes of voting on the Proposal. Response. In the section entitled "Shareholder Approval," disclosure will be added as indicated below. Please note that the new disclosure is underlined, while the rest of the paragraph is moved from the section entitled "Quorum" in order to explain and/or define terms at the point of their first use. "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." In connection with the Trust's responses to your comments, the Trust acknowledges, that: (i) the Trust is responsible for the adequacy and accuracy of the disclosure in the Trust's filings; (ii) Staff comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to the filings; and (iii) the Trust may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. * * * Should you have any questions or concerns regarding any of the above, please contact me at (215) 564-8077. Best Regards, /s/ Fabio Battaglia, III Fabio Battaglia, III cc: Carrie E. Hansen Mark D. Perlow, Esq. Michael P. O'Hare, Esq.
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Filed: 25 Jul 06, 12:00am