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EXHIBIT 9b
TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT
AGREEMENT made as of the 1st day of August, 1995 between THE HIGHMARK
GROUP (the "Trust"), a Massachusetts business trust having its principal place
of business at 0000 Xxxx Xxxxxx-Xxxxxxxxx Xxxx, Xxxxxxxx, XX 00000, and BISYS
FUND SERVICES OHIO, INC. ("BISYS Fund Services"), a corporation organized under
the laws of the State of Ohio and having its principal place of business at 0000
Xxxx Xxxxxx-Xxxxxxxxx Xxxx, Xxxxxxxx, XX 00000.
WHEREAS, the Trust desires that BISYS Fund Services perform certain
services for the Trust, and for its series denominated as funds and whose shares
of beneficial interest currently comprise the shares of the Trust identified on
Schedule A hereto (individually referred to herein as a "Fund" and collectively
as the "Funds"); and
WHEREAS, BISYS Fund Services is willing to perform such services on the
terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. SERVICES; USE OF SUBTRANSFER AGENTS. BISYS Fund Services shall
perform for the Trust the services set forth in Schedule B hereto, including
services as Transfer Agent and Shareholder Servicing Agent.
BISYS Fund Services also agrees to perform for the Trust such special
services incidental to the performance of the services enumerated herein as
agreed to by the parties from time to time. BISYS Fund Services shall perform
such additional services as are provided on an amendment to Schedule B hereof,
in consideration of such fees as the parties hereto may agree.
BISYS Fund Services may, in its discretion, appoint in writing other
parties qualified to perform transfer agency and shareholder services
(individually, a "Subtransfer Agent") to carry out some or all of its
responsibilities under this Agreement with respect to a Fund; provided, however,
that the Subtransfer Agent shall be the agent of BISYS Fund Services and not the
agent of the Trust or such Fund, and that BISYS Fund Services shall be fully
responsible for the acts of such Subtransfer Agent and shall not be relieved of
any of its responsibilities hereunder by the appointment of such Subtransfer
Agent.
2. FEES. The Trust shall pay BISYS Fund Services for the services to
be provided by BISYS Fund Services under this Agreement in accordance with, and
in the manner set forth in, Schedule D hereto. BISYS Fund Services will not
change the fees it charges pursuant to the fee schedule until the expiration of
one year from the Effective Date of this Agreement (as defined below), unless
the Trust otherwise agrees to such change in writing; thereafter, BISYS Fund
Services may change its fees only upon the written consent of the Trust. Fees
for any additional
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services to be provided by BISYS Fund Services pursuant to an amendment to
Schedule B hereto shall be subject to mutual agreement at the time such
amendment to Schedule B is proposed.
3. REIMBURSEMENT OF EXPENSES. In addition to paying BISYS Fund
Services the fees described in Section 2 hereof, the Trust agrees to reimburse
BISYS Fund Services for BISYS Fund Services's out-of-pocket expenses in
providing services hereunder, including without limitation the following:
a. All freight and other delivery and bonding charges incurred by
BISYS Fund Services in delivering materials to and from the Trust
and in delivering all materials to shareholders;
b. All direct telephone, telephone transmission and telecopy or
other electronic transmission expenses incurred by BISYS Fund
Services in communication with the Trust, the Trust's investment
adviser or custodian, dealers, shareholders, or others as
required for BISYS Fund Services to perform the services to be
provided hereunder;
c. Costs of postage, couriers, stock computer paper, statements,
labels, envelopes, checks, reports, letters, tax forms, proxies,
notices or other form of printed material which shall be required
by BISYS Fund Services for the performance of the services to be
provided hereunder;
d. The cost of microfilm or microfiche of records or other
materials; and
e. Any expenses BISYS Fund Services shall incur at the written
direction of an officer of the Trust thereunto duly authorized.
4. EFFECTIVE DATE. This Agreement shall become effective with
respect to a Fund as of the date first written above (the "Effective Date").
5. TERM. This Agreement shall continue in effect with respect to a
Fund, unless earlier terminated by either party hereto as provided hereunder,
for an initial term of one year from the Effective Date. Thereafter, this
Agreement shall continue in effect unless either party hereto terminates this
Agreement with respect to a Fund by giving 90 days' written notice to the other
party, whereupon this Agreement with respect to that Fund shall terminate
automatically upon the expiration of said 90 days; provided, however, that after
such termination, for so long as BISYS Fund Services, with the written consent
of the Trust, in fact continues to perform any one or more of the services
contemplated by this Agreement or any Schedule or exhibit hereto, the provisions
of this Agreement, including without limitation the provisions dealing with
indemnification, shall continue in full force and effect. Fees and out-of-pocket
expenses incurred by BISYS Fund
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Services but unpaid by the Trust upon such termination shall be immediately due
and payable upon and notwithstanding such termination. BISYS Fund Services shall
be entitled to collect from the Trust, in addition to the fees and disbursements
provided by Paragraphs 2 and 3 hereof, the amount of all of BISYS Fund Services'
cash disbursements and a reasonable fee (which fee shall be not less than the
sum of the actual costs incurred by BISYS Fund Services in performing such
service and 2 percent of such costs) for services in connection with BISYS Fund
Services' activities in effecting such termination, including without
limitation, the delivery to the Trust and/or its distributors or investment
advisers and/or other parties, of the Trust's property, records, instruments and
documents, or any copies thereof. Subsequent to such termination for a
reasonable fee, BISYS Fund Services will provide the Trust with reasonable
access to any Trust documents or records remaining in its possession.
6. BISYS FUND SERVICES' RELIANCE ON RECORDS AND INSTRUCTIONS. BISYS
Fund Services may rely on any written records or instructions provided to it by
the Trust or the investment adviser and on any written records provided by any
prior transfer agent or custodian thereof, and a Fund agrees to indemnify BISYS
Fund Services and hold it, its employees, officers, directors and agents
harmless from and against any and all claims, demands, actions, suits,
judgments, liabilities, losses, damages, costs, charges, counsel fees and other
expenses of every nature arising out of or in any way relating to any actions
taken by BISYS Fund Services with respect to such Fund in reasonable reliance
upon such records or instructions.
7. UNCONTROLLABLE EVENTS. BISYS Fund Services assumes no
responsibility hereunder, and shall not be liable, for any damage, loss of data,
delay or any other loss whatsoever caused by events beyond its reasonable
control.
8. STANDARD OF CARE. BISYS Fund Services shall use its best efforts
to ensure the accuracy of all services performed under this Agreement, but shall
not be liable to the Trust for any action taken or omitted by BISYS Fund
Services in the absence of bad faith, willful misconduct or gross negligence.
9. LEGAL ADVICE. BISYS Fund Services shall notify the Trust at any
time BISYS Fund Services believes that it is in need of the advice of counsel
(other than counsel in the regular employ of BISYS Fund Services or any
affiliated companies) with regard to BISYS Fund Services' responsibilities and
duties pursuant to this Agreement; and after so notifying the Trust, BISYS Fund
Services, at its discretion, shall be entitled to seek, receive and act upon
advice of legal counsel of its choosing, such advice to be at the expense of the
Trust or the Fund involved unless such advice relates to a matter involving
BISYS Fund Services' willful misconduct or gross negligence with respect to
BISYS Fund Services' responsibilities and duties hereunder, and BISYS Fund
Services shall in no event be liable to the Trust or the Fund involved or any
shareholder or
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THE HIGHMARK GROUP TRANSFER AGENCY AND SHAREHOLDER SERVICE AGREEMENT
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beneficial owner of the Trust or such Fund for any action reasonably taken
pursuant to such advice.
10. INSTRUCTIONS. Whenever BISYS Fund Services is requested or
authorized to take action hereunder pursuant to instructions from a shareholder
concerning an account in the Trust, BISYS Fund Services shall be entitled to
rely upon any certificate, letter or other instrument or communication, whether
in writing or by electronic or telephone transmission, believed by BISYS Fund
Services to be genuine and to have been properly made, signed or authorized by
an officer or other authorized agent of the Trust or by the shareholder, as the
case may be, and shall be entitled to receive as conclusive proof of any fact or
matter required to be ascertained by it hereunder a certificate signed by an
officer of the Trust or any other person authorized by the Trust's Board of
Trustees or by the shareholder, as the case may be.
As to the services to be provided hereunder, BISYS Fund Services may
rely conclusively upon the terms of the Prospectus of a Fund and the Statement
of Additional Information of the Trust to the extent that such services are
described therein unless BISYS Fund Services receives written instructions to
the contrary in a timely manner from the Trust.
11. INDEMNIFICATION. A Fund agrees to indemnify and hold harmless
BISYS Fund Services, its employees, agents, directors, officers and nominees
from and against any and all claims, demands, actions and suits, whether
groundless or otherwise, and from and against any and all judgments,
liabilities, losses, damages, costs, charges, counsel fees and other expenses of
every nature and character arising out of or in any way relating to BISYS Fund
Services' actions taken or non-actions with respect to the performance of
services under this Agreement with respect to such Fund or based, if applicable,
upon information, instructions or requests with respect to such Fund given or
made to BISYS Fund Services by an officer of the Trust thereunto duly
authorized; provided that this indemnification shall not apply to actions or
omissions of BISYS Fund Services in cases of its own willful misconduct or
negligence, and further provided that prior to confessing any claim against it
which may be the subject of this indemnification, BISYS Fund Services shall give
the Trust written notice of and reasonable opportunity to defend against said
claim in its own name or in the name of BISYS Fund Services.
12. RECORD RETENTION AND CONFIDENTIALITY. BISYS Fund Services shall
keep and maintain on behalf of the Trust all records which the Trust or BISYS
Fund Services is, or may be, required to keep and maintain pursuant to any
applicable statutes, rules and regulations, including without limitation Rules
31a-1 and 31a-2 under the Investment Company Act of 1940, relating to the
maintenance of records in connection with the services to be provided hereunder.
BISYS Fund Services agrees to make such records available for inspection by the
Trust or by the Securities and Exchange Commission at reasonable times and
otherwise to keep confidential all records and other information relative to the
Trust and its shareholders; except when requested
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to divulge such information by duly constituted authorities or court process, or
requested by a shareholder with respect to information concerning an account as
to which such shareholder has either a legal or beneficial interest or when
requested by the Trust, the shareholder, or the dealer of record as to such
account.
13. REPORTS. BISYS Fund Services will furnish to the Trust and to its
properly authorized auditors, investment advisers, examiners, distributors,
dealers, underwriters, salesman, insurance companies and others designated by
the Trust in writing, such reports at such times as are prescribed in Schedule C
attached hereto, or as subsequently agreed upon by the parties pursuant to an
amendment to Schedule C. The Trust agrees to examine each such report or copy
promptly and will report or cause to be reported any errors or discrepancies
therein no later than three business days from the receipt thereof. In the event
that errors or discrepancies, except such errors and discrepancies as may not
reasonably be expected to be discovered by the recipient within three days after
conducting a diligent examination, are not so reported within the aforesaid
period of time, a report will for all purposes be accepted by and binding upon
the Trust and any other recipient, and BISYS Fund Services shall have no
liability for errors or discrepancies therein and shall have no further
responsibility with respect to such report except to perform reasonable
corrections of such errors and discrepancies within a reasonable time after
requested to do so by the Trust.
14. RIGHTS OF OWNERSHIP. All computer programs and procedures
developed to perform services required to be provided by BISYS Fund Services
under this Agreement are the property of BISYS Fund Services. All records and
other data except such computer programs and procedures are the exclusive
property of the Trust and all such other records and data will be furnished to
the Trust in appropriate form as soon as practicable after termination of this
Agreement for any reason.
15. RETURN OF RECORDS. BISYS Fund Services may at its option at any
time, and shall promptly upon the Trust's demand, turn over to the Trust and
cease to retain BISYS Fund Services' files, records and documents created and
maintained by BISYS Fund Services pursuant to this Agreement which are no longer
needed by BISYS Fund Services in the performance of its services or for its
legal protection. If not so turned over to the Trust, such documents and records
will be retained by BISYS Fund Services for six years from the year of creation.
At the end of such six-year period, such records and documents will be turned
over to the Trust unless the Trust authorizes in writing the destruction of such
records and documents.
16. BANK ACCOUNTS. The Trust and a Fund shall establish and maintain
such bank accounts with such bank or banks as are selected by the Trust, as are
necessary in order that BISYS Fund Services may perform the services required to
be performed hereunder. To the extent that the performance of such services
shall require BISYS Fund Services directly to disburse amounts for payment of
dividends, redemption proceeds or other purposes, the Trust and a Fund shall
provide
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THE HIGHMARK GROUP TRANSFER AGENCY AND SHAREHOLDER SERVICE AGREEMENT
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such bank or banks with all instructions and authorizations necessary for BISYS
Fund Services to effect such disbursements.
17. REDEMPTION OF SHARES. BISYS Fund Services shall process
instructions from the shareholders of the Trust to redeem shares of the Trust as
the agent for the Trust.
18. REPRESENTATIONS OF THE TRUST. The Trust certifies to BISYS Fund
Services that: (1) as of the close of business on the Effective Date, each Fund
has authorized unlimited shares and (2) by virtue of its Declaration of Trust,
shares of each Fund which are redeemed by the Trust may be sold by the Trust
from its treasury and (3) this Agreement has been duly authorized by the Trust
and, when executed and delivered by the Trust, will constitute a legal, valid
and binding obligation of the Trust, enforceable against the Trust in accordance
with its terms, subject to bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting the rights and remedies of
creditors and secured parties.
19. REPRESENTATIONS OF BISYS FUND SERVICES. BISYS Fund Services
represents and warrants that the various procedures and systems which BISYS Fund
Services has implemented with regard to safeguarding from loss or damage
attributable to fire, theft, or any other cause of the blank checks, records,
and other data of the Trust and BISYS Fund Services' records, data, equipment
facilities and other property used in the performance of its obligations
hereunder are adequate and that it will make such changes therein from time to
time as are required for the secure performance of its obligations hereunder.
20. INSURANCE. BISYS Fund Services shall use reasonable efforts to
obtain insurance covering the services to be performed by it under this
Agreement and shall notify the Trust in the event it is unable to do so within
90 days after the Effective Date of this Agreement. Thereafter, BISYS Fund
Services shall notify the Trust should any of its insurance coverage be changed
for any reason. Such notification shall include the date of change and the
reasons therefor. BISYS Fund Services shall notify the Trust of any material
claims against it with respect to services performed under this Agreement,
whether or not they may be covered by insurance, and shall notify the Trust from
time to time as may be appropriate of the total outstanding claims made by BISYS
Fund Services under its insurance coverage.
21. INFORMATION TO BE FURNISHED BY THE TRUST. The Trust has furnished
to BISYS Fund Services the following:
a. Copies of the Declaration of Trust of the Trust and of any
amendments thereto, certified by the proper official of the state
in which such Declaration has been filed.
b. Copies of the following documents:
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(i) The Trust's Code of Regulations and amendments thereto.
(ii) Certified copies of resolutions of the Board of Trustees
covering the following matters:
(A) Approval of this Agreement, authorization of a
specified officer of the Trust to execute and
deliver this Agreement and authorization for
specified officers of the Trust to instruct BISYS
Fund Services hereunder; and
(B) Authorization of BISYS Fund Services to act as
Registrar, Transfer Agent and Dividend Disbursing
Agent for the Trust.
c. A list of all the officers of the Trust, together with specimen
signatures of those officers who are authorized to instruct BISYS
Fund Services in all matters.
d. Two copies of the following (if such documents are employed by
the Trust):
(i) Prospectuses for each Fund and the Statement of
Additional Information of the Trust;
(ii) Distribution Agreement;
(iii) Investment Advisory Contract; and
(iv) All other forms commonly used by the Trust or its
Distributor with regard to their relationships and
transactions with shareholders of the Trust.
e. A certificate as to shares of beneficial interest of the Trust
authorized, issued, and outstanding as of the Effective Date of
BISYS Fund Services' appointment as Transfer Agent (or as of the
date on which BISYS Fund Services' services are commenced,
whichever is the later date) and as to receipt of full
consideration by the Trust for all shares outstanding, such
statement to be certified by the Treasurer of the Trust.
22. INFORMATION FURNISHED BY BISYS FUND SERVICES. BISYS Fund Services
has furnished to the Trust the following:
a. BISYS Fund Services' Articles of Incorporation.
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THE HIGHMARK GROUP TRANSFER AGENCY AND SHAREHOLDER SERVICE AGREEMENT
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b. BISYS Fund Services' By-Laws and any amendments thereto.
c. Certified copies of actions of BISYS Fund Services covering the
following matters:
(i) Approval of this Agreement, and authorization of a
specified officer of BISYS Fund Services to execute and
deliver this Agreement; and
(ii) Authorization of BISYS Fund Services to act as Transfer
Agent and Shareholder Servicing Agent for the Trust.
23. AMENDMENTS TO DOCUMENTS. The Trust shall furnish BISYS Fund
Services written copies of any amendments to, and changes in, any of the items
referred to in Section 21 hereof forthwith upon such amendments and changes
becoming effective. In addition, the Trust agrees that no amendments will be
made to the Prospectus of a Fund or the Statement of Additional Information of
the Trust which might have the effect of changing the procedures employed by
BISYS Fund Services in providing the services agreed to hereunder or which
amendment might affect the duties of BISYS Fund Services hereunder unless the
Trust first obtains BISYS Fund Services' approval of such amendments or changes.
24. RELIANCE ON AMENDMENTS. BISYS Fund Services may rely on any
amendments to or changes in any of the documents and other items to be provided
by the Trust pursuant to Sections 21 and 23 of this Agreement and a Fund will
indemnify and hold harmless BISYS Fund Services from and against any and all
claims, demands, actions, suits, judgments, liabilities, losses, damages, costs,
charges, counsel fees and other expenses of every nature and character which may
result from actions or omissions on the part of BISYS Fund Services with respect
to such Fund in reliance upon such amendments and/or changes. Although BISYS
Fund Services is authorized to rely on the above-mentioned amendments to and
changes in the documents and other items to be provided pursuant to Sections 21
and 23 hereof, BISYS Fund Services shall be under no duty to comply with or take
any action as a result of any of such amendments or changes unless the Trust
first obtains BISYS Fund Services' written consent to and approval of such
amendments or changes.
25. COMPLIANCE WITH LAW. Except for the obligations of BISYS Fund
Services set forth in Section 12 hereof, the Trust assumes full responsibility
for the preparation, contents and distribution of each Prospectus of the Trust
as to compliance with all applicable requirements of the Securities Act of 1933,
as amended (the "Securities Act"), the Investment Company Act of 1940, as
amended, (the "1940 Act") and any other laws, rules and regulations of
governmental authorities having jurisdiction. BISYS Fund Services shall have no
obligation to take cognizance of any laws relating to the sale of the Trust's
shares. The Trust represents and warrants that no shares of the Trust will be
offered to the public until the Trust's registration statement under the
Securities Act and the 1940 Act has been declared or has become effective.
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THE HIGHMARK GROUP TRANSFER AGENCY AND SHAREHOLDER SERVICE AGREEMENT
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26. NOTICES. Any notice provided hereunder shall be sufficiently
given when sent by registered or certified mail to the party required to be
served with such notice, at the following address:
0000 Xxxx Xxxxxx-Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
or at such other address as such party may from time to time specify in writing
to the other party pursuant to this Section.
27. HEADINGS. Paragraph headings in this Agreement are included for
convenience only and are not to be used to construe or interpret this Agreement.
28. ASSIGNMENT. This Agreement and the rights and duties hereunder
shall not be assignable with respect to a Fund by either of the parties hereto
except by the specific written consent of the other party. This Section 28 shall
not limit or in any way affect BISYS Fund Services' right to appoint a
Subtransfer Agent pursuant to Section 1 hereof.
29. GOVERNING LAW. This Agreement shall be governed by and provisions
shall be construed in accordance with the laws of the Commonwealth of
Massachusetts.
30. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS. A copy
of the Declaration of Trust of the Trust is on file with the Secretary of The
Commonwealth of Massachusetts, and notice is hereby given that this instrument
is executed on behalf of the Trustees of the Trust as trustees and not
individually, and that the obligations of this instrument are not binding upon
any of the Trustees or shareholders individually but are binding only upon the
assets and property of the Trust.
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THE HIGHMARK GROUP TRANSFER AGENCY AND SHAREHOLDER SERVICE AGREEMENT
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
[SEAL]
THE HIGHMARK GROUP
By:/s/ Xxxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
BISYS FUND SERVICES OHIO, INC.
By:/s/ Xxxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
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THE HIGHMARK GROUP SCHEDULE A
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NAME OF FUND
The HighMark California Tax-Free Fund
The HighMark Diversified Obligations Fund
The HighMark Tax-Free Fund
The HighMark U.S. Government Obligations Fund
The HighMark 100% U.S. Treasury Obligations Fund
The HighMark Balanced Fund
The HighMark Growth Fund
The HighMark Income Equity Fund
The HighMark Bond Fund
The HighMark Government Bond Fund
The HighMark Income and Growth Fund
The HighMark Municipal Bond Fund
The HighMark California Municipal Bond Fund
THE HIGHMARK GROUP
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
BISYS FUND SERVICES OHIO, INC.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
Dated: As of August 1, 1995
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THE HIGHMARK GROUP SCHEDULE B
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TRANSFER AGENCY SERVICES
I. RECORD MAINTENANCE.
BISYS Fund Services shall provide full maintenance of all shareholder records
for each account in the Trust. Such records will include:
A. Share balances;
B. Account transaction history, including dividends paid and the date and
price for all transactions;
C. Name and address of the record shareholder, including zip codes and tax
identification numbers (but shall not include responsibility for obtaining
certified tax identification numbers or impending backup withholding);
D. Records of distributions and dividend payments;
E. Transfer records; and
F. Overall control records.
II. REGULAR DAILY OPERATIONS.
BISYS Fund Services shall perform the following functions:
A. Process new accounts on the shareholder file by processing directly from
the dealer;
B. Process additional purchases to the records of accounts already on the
shareholder file. In such instances, on the dealer's instructions, allocate
investor payments among the Funds;
C. Transfer of shares upon the receipt of proper instructions from dealer; and
D. Process changes of dealer/representative on accounts.
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THE HIGHMARK GROUP SCHEDULE B
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III. PERIODIC OPERATIONS.
A. Upon receipt of instructions as to payment of dividends and distributions,
which may be standing instructions, compute distributions and inform the
Trust of the amount to be reinvested in additional shares;
B. Process redemptions as instructed by dealer;
C. Mail semi-annual and annual Trust and/or Fund reports and prospectuses;
D. Produce transcripts of account history as requested by the Trust or by the
dealer; and
E. Prepare and file Forms 1099 with Internal Revenue Service.
IV. CONTROLS.
A. Maintain all balance controls daily and produce monthly summaries expressed
in:
1. shares; and
2. dollar amounts.
V. SPECIAL SERVICES INCLUDED.
A. Prepare envelopes/labels (from address data supplied by dealer as to
transmission accounts) and mail proxy statements; tabulate and certify
votes from returned ballots.
THE HIGHMARK GROUP
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
BISYS FUND SERVICES OHIO, INC.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
Dated: As of August 1, 1995
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THE HIGHMARK GROUP SCHEDULE C
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REPORTS
I. Daily Activity Report (liquidations processed that day)
II. Daily Share Summary Report (by Fund)
A. Beginning balance
B. Liquidations
C. Payments
D. Exchanges
E. Adjustments
F. Ending balance
III. Daily Proof Sheet Summary and Transaction Register
IV. Daily Share Reconciliation Report (reconciling Share Summary Report to
Daily Proof Summary Sheet)
V. Weekly Position Reports (showing all account balances)
VI. Monthly Dividend Reports
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THE HIGHMARK GROUP SCHEDULE C
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VII. Report by independent public accountants concerning BISYS Fund
Services' accounting system and internal accounting controls, at such times as
the Trust may reasonably require. These reports shall be of sufficient detail
and scope to provide reasonable accuracy that any material inadequacies would be
disclosed by such examination and, if there are no such inadequacies, shall so
state.
THE HIGHMARK GROUP
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
BISYS FUND SERVICES OHIO, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
Dated: As of August 1, 1995
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THE HIGHMARK GROUP SCHEDULE D
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TRANSFER AGENT FEES
ANNUAL FEES:
Daily dividend base fee................... $16 per shareholder
Non-daily dividend base fee............... $14 per shareholder
ANNUAL MINIMUMS:
INSTITUTIONAL TRANSFER AGENT SERVICES:
Per class for less than 100 shareholders....... $ 10,000
Per class for 100 to 499 shareholders.......... $ 18,000
Per class for 500 or more shareholders......... $ 24,000
RETAIL TRANSFER AGENT SERVICES:
This schedule applies to any portfolio or class with any of the following
features: combined statementing, 12b-1 fees, load features, check
writing, auto-invest or auto- withdrawal processing or special database
reports.
Per class for less than 100 shareholders.............. $ 18,000
Per class for 100 to 499 shareholders................. $ 24,000
Per class for 500 or more shareholders................ $ 36,000
MULTIPLE CLASSES OF SHARES:
Classes of shares which have different net asset values or pay different
daily dividends will be treated as separate classes, and the fee schedule
above, including the appropriate minimums, will be charged for each
separate class.
ADDITIONAL SERVICES:
Additional services such as XXX processing are subject to additional fees
which will be quoted upon request. Programming costs or database
management fees for special reports or specialized processing will be
quoted upon request.
OUT-OF-POCKET CHARGES:
Out-of-pocket costs, including postage, Tymnet charges, statement/confirm
paper and forms, and microfiche, will be added to the transfer agent
fees.
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THE HIGHMARK GROUP SCHEDULE D
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The term "Accounts" refers to shareholder accounts of record. The number of
Accounts for purposes of determining the Annual Minimum Fee Per Class of Shares
is calculated on a monthly basis.
THE HIGHMARK GROUP
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
BISYS FUND SERVICES OHIO, INC.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
Dated: As of August 1, 1995
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