SUB-ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of this 1st day of December, 2005, by and
between HighMark Capital Management, Inc. ("HighMark"), a California
corporation, and SEI Investments Global Funds Services (the
"Sub-Administrator"), a Delaware business trust.
WHEREAS, HighMark Funds (the "Trust") is an open-end management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), consisting of several series portfolios (the
"Portfolios"), each of which may consist of one or more classes of shares of
beneficial interest (the "Shares");
WHEREAS, the Trust has retained HighMark to provide, or to retain
others to provide, administrative and accounting services to the Trust;
WHEREAS, HighMark desires the Sub-Administrator to provide, and the
Sub-Administrator is willing to provide, administrative and accounting services
to the Portfolios on the terms and conditions set forth herein; and
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, HighMark and the Sub-Administrator hereby agree as
follows:
ARTICLE 1. ENGAGEMENT OF THE SUB-ADMINISTRATOR. HighMark hereby engages
the Sub-Administrator to provide to the Portfolios with accounting and
administrative services as set forth in this Agreement. The Sub-Administrator
hereby accepts such engagement in accordance with the terms of this Agreement
and subject to the supervision of HighMark and the Board of Trustees of the
Trust. The Sub-Administrator shall be deemed to be an independent contractor for
all purposes under this Agreement.
ARTICLE 2. ADMINISTRATIVE AND ACCOUNTING SERVICES. The
Sub-Administrator shall perform or supervise the performance by others of the
accounting and administrative services set forth in Schedule A attached hereto
and incorporated by reference. The Sub-Administrator, at its expense, shall
provide all necessary office space, equipment, and facilities (including
facilities for shareholders' meetings) for providing such services. The
Sub-Administrator may sub-contract with third parties to perform certain of the
services to be performed by the Sub-Administrator hereunder; provided, however,
that the Sub-Administrator shall remain principally responsible to HighMark for
the acts and omissions of such other entities and the Sub-Administrator
prospectively obtains pre-approval from HighMark (and the Trust's board of
trustees as deemed necessary in consultation with HighMark) before
sub-contracting for any non-ministerial functions. The parties acknowledge that
the Sub-Administrator has sub-contracted for certain services to date. In
meeting its duties hereunder, Sub-Administrator shall have the general authority
to do all acts deemed in the Sub-Administrator's good faith belief to be
necessary to perform its obligations under this Agreement.
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ARTICLE 3. ALLOCATION OF CHARGES AND EXPENSES.
(A) THE SUB-ADMINISTRATOR. The Sub-Administrator shall provide at its
own expense the personnel necessary to perform its obligations under this
Agreement. The Sub-Administrator shall also pay all compensation, if any, of
officers of the Trust who are affiliated persons of the Sub-Administrator or any
affiliated person of the Sub-Administrator; provided, however, that unless
otherwise specifically provided, the Sub-Administrator shall not be obligated to
pay the compensation of any employee of the Trust retained by the Trustees of
the Trust to perform services on behalf of the Trust.
(B) FUND EXPENSES. The Sub-Administrator shall not be responsible for
expenses of HighMark or the Trust unless specifically agreed to herein,
including, without limitation: organizational costs; taxes; expenses for legal
and auditing services; the expenses of preparing (including typesetting),
printing and mailing reports, prospectuses, statements of additional
information, proxy solicitation material, shareholder statements, confirmations
and notices to existing shareholders (including any fees charged by Automated
Data Processing, Inc. with respect to mailing any such materials to beneficial
shareholders); all expenses incurred in connection with issuing and redeeming
Shares; the costs of pricing services; the costs of custodial services; the cost
of initial and ongoing registration of the Shares under Federal and state
securities laws; bank service charges; rating agency fees; NSCC trading charges;
fees and out-of-pocket expenses of Trustees who are not affiliated persons of
the Sub-Administrator or HighMark or any affiliated person of an affiliated
person of the Sub-Administrator or HighMark; the costs of Trustees' meetings;
insurance; interest; brokerage costs; litigation and other extraordinary or
nonrecurring expenses; and all fees and charges of service providers to the
Trust other than service providers with whom the Sub-Administrator has entered
into a sub-contracting arrangement for the provision of services the
Sub-Administrator is obligated to provide hereunder. HighMark shall request the
Trust to reimburse the Sub-Administrator for its reasonable out-of-pocket
copying, postage, telephone, fax expenses and similar types of expenses incurred
by the Sub-Administrator in the performance of its duties.
ARTICLE 4. COMPENSATION OF THE SUB-ADMINISTRATOR. HighMark shall pay to
the Sub-Administrator compensation at the annual rate specified in Schedule B
(attached hereto and incorporated by reference) until this Agreement is
terminated in accordance with Article 6. Such compensation shall be calculated
and accrued daily, and paid to the Sub-Administrator monthly in arrears. The
Sub-Administrator's compensation shall be prorated for partial months in a
manner consistent with the foregoing fee calculation.
ARTICLE 5. LIMITATION OF LIABILITY AND INDEMNIFICATION OF THE
SUB-ADMINISTRATOR. The duties of the Sub-Administrator shall be confined to
those expressly set forth herein, and no implied duties are assumed by or may be
asserted against the Sub-Administrator hereunder. Sub-Administrator shall use
its reasonable best efforts in the performance of its services under this
Agreement. Notwithstanding the foregoing requirement, the Sub-Administrator
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. As used in this Article 5,
the term "Sub-Administrator" shall include trustees, officers, employees and
other agents of the Sub-Administrator as well as that entity itself.
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So long as the Sub-Administrator, or its agents, acts with good faith
and with due diligence hereunder, HighMark assumes full responsibility and shall
indemnify the Sub-Administrator and hold it harmless from and against any and
all actions, suits and claims, whether groundless or otherwise, and from and
against any and all losses, damages, costs, charges, reasonable counsel fees and
disbursements, payments, expenses and liabilities (including reasonable
investigation expenses) arising directly or indirectly out of: (i) any act or
omission of the Sub-Administrator in carrying out its duties hereunder during
the Initial Term or a Renewal Term of this Agreement; (ii) the
Sub-Administrator's reliance upon any instruction, notice or other instrument
that the Sub-Administrator reasonably believes to be genuine and to have been
signed or presented by a duly authorized representative of the Trust, its
investment adviser, sub-adviser or other duly authorized agent during the
Initial Term or a Renewal Term of this Agreement; (iii) any misstatement or
omission in any prospectus, registration statement, annual or other periodic
report or proxy statement of the Trust or any advertising, marketing,
shareholder communication, or promotional material generated by the Trust or its
investment adviser; or (iv) any breach by HighMark of any representation,
warranty or agreement contained in this Agreement; provided however, that in no
event shall the Trust be obligated to indemnify the Sub-Administrator against
any liability to which the Sub-Administrator would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of duty. The indemnity and defense provisions set forth herein shall
indefinitely survive the termination of this Agreement. The Sub-Administrator
may apply to HighMark at any time for instructions and may consult auditors or
counsel for the Trust or, at its own expense, the Sub-Administrator's own
counsel accountants or other experts, with respect to any matter arising in
connection with the Sub-Administrator's duties, and the Sub-Administrator shall
not be liable or accountable for any action taken or omitted by it in good faith
in accordance with such instruction or opinions. To the extent the
Sub-Administrator consults with the Trust's counsel or the Trust's auditors
pursuant to this provision, any such expense shall not be borne by the
Sub-Administrator.
Nothing herein shall make the Sub-Administrator liable for the
performance or omissions of unaffiliated third parties such as, by way of
example and not limitation, transfer agents, custodians, investment advisers or
sub-advisers, postal or delivery services, telecommunications providers and
processing and settlement services unless in each case such third party is
engaged by the Sub-Administrator. The Sub-Administrator may rely upon
information provided by the Trust's transfer agent and custodian, and has no
duty to investigate or confirm the accuracy or adequacy of any such information.
ARTICLE 6. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement
shall become effective on the date set forth in Schedule B hereto (the
"Effective Date"). This Agreement shall remain in effect for the full duration
of the Initial Term and each Renewal Term, each as set forth in Schedule B,
unless terminated in accordance with the provisions of this Article 6. This
Agreement may be terminated only: (a) by either party at the end of the Initial
Term or the end of any Renewal Term on 90 days' prior written notice; (b) by
either party hereto on such date as is specified in written notice given by the
terminating party, in the event of a material breach of this Agreement by the
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other party, provided the terminating party has notified the other party of such
material breach at least 45 days prior to the specified date of termination and
the breaching party has not remedied such breach by the specified date; (c) as
to any Portfolio or the Trust, effective upon the liquidation or sale of such
Portfolio or the Trust, as the case may be; or (d) by HighMark in the event of
termination of the administration agreement between HighMark and the Trust or
sale of the Trust, in which case HighMark shall provide the Sub-Administrator
with 45 days' prior written notice. Upon remediation of any alleged material
breach, the notice of termination provided by the terminating party shall no
longer have the effect of terminating the Agreement. For purposes of this
paragraph, the term "liquidation" shall mean a transaction in which the assets
of the Trust or a Portfolio are sold or otherwise disposed of and proceeds
therefrom are distributed in cash or securities to the shareholders in complete
liquidation of the interests of such shareholders in the entity.
Notwithstanding the foregoing, in the event this Agreement is
terminated and for any reason the Sub-Administrator, with the knowledge or
consent of HighMark, in fact continues to perform any one or more of the
services contemplated by this Agreement or any schedule or exhibit hereto, the
then pertinent provisions of this Agreement, including without limitation, the
provisions dealing with indemnification shall continue in full force and effect.
Compensation due the Sub-Administrator and unpaid by HighMark upon such
termination shall be immediately due and payable upon and notwithstanding such
termination. If HighMark terminates this Agreement or, if this Agreement
terminates as a result of the liquidation or sale of the Trust, the
Sub-Administrator shall be entitled to collect from HighMark, in addition to the
compensation described in Schedule B, the amount of all of the
Sub-Administrator's reasonable expenses in connection with the
Sub-Administrator's activities in effecting such termination, including without
limitation, the delivery to the Trust and/or its designees of the Trust's
property, records, instruments and documents.
ARTICLE 7. REPRESENTATIONS OF HIGHMARK. HighMark represents and
warrants that: (1) as of the close of business on the Effective Date, each
Portfolio that is in existence as of the Effective Date has authorized the
issuance of an indefinite number of shares and has elected to register an
indefinite number of shares in accordance with Rule 24f-2 under the 1940 Act;
and (2) this Agreement has been duly authorized by HighMark and the Trust and,
when executed and delivered by HighMark, will constitute a legal, valid and
binding obligation of HighMark, enforceable against HighMark in accordance with
its terms.
ARTICLE 8. DELIVERY OF DOCUMENTS. HighMark has furnished to the
Sub-Administrator, or will furnish prior to the Effective Date, the following:
(a) Copies of the Trust's current Declaration of Trust and Bylaws and
any amendments thereto; and
(b) Copies of the current Prospectus and Statement of Additional
Information for each Portfolio.
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HighMark shall promptly provide the Sub-Administrator with written notice of any
updates of or changes to any of the foregoing documents or information,
including an updated written copy of such document or information. Until the
Sub-Administrator receives such updated information or document, the
Sub-Administrator shall have no obligation to implement or rely upon such
updated information or document. The Sub-Administrator shall not be deemed to
have notice of any change of authority of any officers, employee or agents of
the Trust until receipt of written notice thereof from the Trust or HighMark.
ARTICLE 9. ACTIVITIES OF THE SUB-ADMINISTRATOR. The services of the
Sub-Administrator rendered to HighMark and the Trust hereunder are not to be
deemed to be exclusive. The Sub-Administrator is free to render such services to
others and to have other businesses and interests.
ARTICLE 10. CONFIDENTIALITY. The Sub-Administrator agrees on behalf of
itself and its employees to treat confidentially all records and other
information relative to the Trust and its shareholders received by the
Sub-Administrator in connection with this Agreement, including any non-public
personal information as defined in Regulation S-P, and that it shall not use or
disclose any such information except for the purpose of carrying out the terms
of this Agreement; provided, however, that the Sub-Administrator may disclose
such information it reasonably believes is required by law and, if allowed by
law, after prior notification to and approval in writing by HighMark.
ARTICLE 11. CERTAIN RECORDS. The Sub-Administrator shall maintain
customary records in connection with its duties as specified in this Agreement.
Any records required to be maintained and preserved pursuant to Rules 31a-1 and
31a-2 under the 1940 Act which are prepared or maintained by the
Sub-Administrator on behalf of the Trust shall be prepared and maintained at the
expense of the Sub-Administrator, but shall be the property of the Trust and
will be made available to or surrendered promptly to the Trust on request.
ARTICLE 12. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS. The
Sub-Administrator will comply in all material respects with applicable
requirements of the Securities Act of 1933, the Securities Exchange Act of 1934,
the 1940 Act, and any laws, rules and regulations of governmental authorities
having jurisdiction with respect to the duties to be performed by the
Sub-Administrator hereunder.
ARTICLE 13. INTERNET ACCESS. Data and information may be made
electronically accessible to the Trust, HighMark and/or sub-advisers through
Internet access to one or more links owned by, operated by or licensed by the
Sub-Administrator, which is separate and distinct from the Funds' website (each
a "Web Link"). All rights in all Web Links (including text and "look and feel"
attributes) are owned by the Sub-Administrator. Any commercial use of the
content or any other aspect of a Web Link requires the written permission of the
Sub-Administrator. Use of a Web Link by HighMark, the Trust or its agents will
be subject to any terms of use set forth on the web site. A Web Link and the
information (including text, graphics and functionality) in the Web Link is
presented "As Is" and "As Available" without express or implied warranties
including, but not limited to, implied warranties of non-infringement,
merchantability and fitness for a particular purpose. The Sub-Administrator
neither warrants that Web Links will be uninterrupted or error free, nor
guarantees the accessibility, reliability, performance, timeliness, sequence, or
completeness of information provided on the Web Links.
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ARTICLE 14. ENTIRE AGREEMENT; AMENDMENTS. This Agreement and Schedule A
and Schedule B constitute the entire agreement between the parties hereto with
regard to the subject matter hereof and supersedes any prior agreement, draft or
proposal with respect to the subject matter hereof whether oral or in writing.
This Agreement or any part hereof may be changed or waived only by an instrument
in writing signed by the party against which enforcement of such change or
waiver is sought.
ARTICLE 15. ASSIGNMENT. This Agreement shall not be assignable by
either party without the prior written consent of the other party.
ARTICLE 16. WAIVER. Any term or provision of this Agreement may be
waived at any time by the party entitled to the benefit thereof by written
instrument executed by such party. No failure of either party hereto to exercise
any power or right granted hereunder, or to insist upon strict compliance with
any obligation hereunder, and no custom or practice of the parties with regard
to the terms of performance hereof, will constitute a waiver of the rights of
such party to demand full and exact compliance with the terms of this Agreement.
ARTICLE 17. NOTICE. Any notice required or permitted to be given by
either party to the other shall be deemed sufficient if sent by registered or
certified mail, United Parcel Post (or substantially similar delivery service),
postage prepaid or by overnight courier, in each case, addressed by the party
giving notice to the other party at the last address furnished by the other
party to the party giving notice: if to HighMark, at 000 Xxxxxxx Xxxxxx, 00xx
Xxxxx, Attn: Vice President of Fund Administration, Xxx Xxxxxxxxx, Xxxxxxxxxx
00000; and if to the Sub-Administrator at Xxx Xxxxxxx Xxxxxx Xxxxx, Xxxx,
Xxxxxxxxxxxx, 00000 to the attention of General Counsel, SEI Investments Global
Funds Services.
ARTICLE 18. EQUIPMENT FAILURES. In the event of equipment failures
beyond the Sub-Administrator's control, the Sub-Administrator shall take
reasonable and prompt steps to minimize service interruptions but shall have no
liability with respect thereto. The Sub-Administrator shall develop and maintain
a plan for recovery from equipment failures which may include contractual
arrangements with appropriate parties making reasonable provision for emergency
use of electronic data processing equipment to the extent appropriate equipment
is available. The foregoing limitation of liability provision shall not apply
where the Sub-Administrator could have reasonably invoked its business
continuity plan to avoid the failure to comply caused by the equipment failure.
ARTICLE 19. DEFINITIONS OF CERTAIN TERMS. The term "affiliated person,"
when used in this Agreement, shall have the meaning specified in the 1940 Act
and the rules and regulations thereunder, subject to such exemptions as may be
granted by the Securities and Exchange Commission.
ARTICLE 20. HEADINGS. All Article headings contained in this Agreement
are for convenience of reference only, do not form a part of this Agreement and
will not affect in any way the meaning or interpretation of this Agreement.
Words used herein, regardless of the gender specifically used, will be deemed
and construed to include any other number, singular or plural, and any other
gender, masculine, feminine, or neuter, as the contract requires.
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ARTICLE 21. GOVERNING LAW. This Agreement shall be construed in
accordance with the laws of the State of Delaware and the applicable provisions
of the 1940 Act. To the extent that the applicable laws of the State of
Delaware, or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter shall control.
ARTICLE 22. MULTIPLE ORIGINALS. This Agreement may be executed in two
or more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
ARTICLE 23. BINDING AGREEMENT. This Agreement, and the rights and
obligations of the parties hereunder, shall be binding on, and inure to the
benefit of, the parties and their respective successors and assigns.
ARTICLE 24. SEVERABILITY. If any part, term or provision of this
Agreement is held to be illegal, in conflict with any law or otherwise invalid,
the remaining portion or portions shall be considered severable and not be
affected, and the rights and obligations of the parties shall be construed and
enforced as if the Agreement did not contain the particular part, term or
provision held to be illegal or invalid.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
HIGHMARK CAPITAL MANAGEMENT, INC.
By: /s/ Xxxxx X. Xxxx
------------------------------
Name: Xxxxx X. Xxxx XX
Title: Chairman of the Board, President & CEO
SEI INVESTMENTS GLOBAL FUNDS SERVICES
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
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SCHEDULE A
TO THE SUB-ADMINISTRATION AGREEMENT
DATED AS OF DECEMBER 1, 2005
BETWEEN
HIGHMARK CAPITAL MANAGEMENT INC.
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
Sub-Administrator shall provide the following services with respect to the
Trust:
(a) Maintain the Trust's accounting books and records;
(b) Obtain portfolio security valuations from appropriate sources
consistent with the Trust's pricing and valuation policies, and
calculate net asset value of each portfolio and class;
(c) Compute yields, total return, expense ratios, portfolio turnover rate
and average dollar-weighted portfolio maturity, as appropriate;
(d) Obtain and keep in effect fidelity bonds and directors and
officers/errors and omissions insurance policies for the Trust in
accordance with the requirements of Rules 17g-1 and 17d-1(7) under the
1940 Act as such bonds and policies are approved by the Trust's Board
of Trustees;
(e) Monitor and advise the Trust and its Portfolios on their regulated
investment company status under the Internal Revenue Code of 1986, as
amended;
(f) Assist with the layout and printing of publicly disseminated
prospectuses and assist with and coordinate layout and printing of the
Trust's semi-annual and annual reports to shareholders;
(g) Provide information and data to assist in the creation of marketing
materials;
(h) Provide a sub-certification consistent with the requirements of
Xxxxxxxx-Xxxxx pertaining to the Sub-Administrator's services, solely
for the purpose of providing a basis of support (as to information
which has been prepared, processed and reported by the
Sub-Administrator, and as to the Sub-Administrator's internal controls)
for the Trust's certifying officers to render the certifications
required by Xxxxxxxx-Xxxxx;
(i) Provide a form of certification for the Trust's certifying officers as
required by Xxxxxxxx-Xxxxx;
(j) Provide performance and expense data for review and use by HighMark in
its annual 15(c) presentation;
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(k) In consultation with HighMark, create project plans and manage such
plans with respect to Portfolio mergers and liquidations, new Portfolio
or share class launches, redemptions-in-kind and proxy solicitations;
(l) Furnish advice and recommendations with respect to other aspects of the
business and affairs of the Portfolios as the Trust and the
Administrator shall determine desirable;
(m) Upon request by HighMark, examine and review, from a commercial
perspective based on the Sub-Administrator's industry knowledge of
other service organizations such as those listed in this sub-section as
opposed to from a compliance perspective, the operations and
performance of the various organizations providing services to the
Trust or any Portfolio of the Trust, including without limitation, the
Trust's distributor, custodian, transfer agent, outside legal counsel
and independent public accountants, and at the request of the Trustees,
report to the Trustees on the performance of organizations;
(n) Perform all routine administrative services and functions of the Trust
and each Portfolio to the extent administrative services and functions
are in the ordinary course of business and not provided to the Trust
or such Portfolio pursuant to the Trust's or such Portfolio's
investment advisory agreement, administration agreement, distribution
agreement, custodian agreement and transfer agent agreement (to the
extent such functions or services arise from or relate to a new
regulatory requirement, HighMark, the Sub-Administrator and the Trust
shall agree as to which parties are responsible for (i) the
performance of such function or service and (ii) the expenses
associated with the performance of such function or service);
(o) Track and validate income and expense accruals, analyze and modify
expense accrual changes periodically, and process expense disbursements
to vendors and service providers;
(p) Perform cash processing such as recording paid-in capital activity,
perform necessary reconciliations with the transfer agent and the
custodian, and provide cash availability data to the adviser, if
requested;
(q) Calculate required ordinary income and capital gains distributions,
coordinate estimated cash payments, and perform necessary
reconciliations with the transfer agent;
(r) Provide standardized performance reporting data to the Trust and its
adviser;
(s) Provide performance, financial and expense information for registration
statements and proxies;
(t) Communicate net asset value, yield, total return or other financial
data to appropriate third party reporting agencies, and assist in
resolution of errors reported by such third party agencies;
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(u) Prepare Trust's financial statements for review by fund management and
independent auditors, manage annual and semi-annual report preparation
process, prepare Forms N-SAR, N-Q, N-CSR and 24f-2, provide fund
performance data for annual report, coordinate printing and delivery of
annual and semi-annual reports to shareholders, and file via XXXXX
Forms N-PX, N-SAR, N-Q, N-CSR and 24f-2, annual/semi-annual reports and
any additional report or filing that the Trust is required by law or
regulation to file;
(v) Prepare, sign and file federal and state tax returns for the Trust
other than those required to be prepared and filed by the Trust's
transfer agent or custodian.
(w) Provide consulting with respect to the ongoing design, development and
operation of the Trust, including new portfolios or share classes
and/or load structures and financing, as well as changes to investment
objectives and policies for existing portfolios;
(x) Assist with the design, development, and operation of the Trust,
including new portfolio and class investment objectives and structure,
and supervise the Trust's transfer agent with respect to the payment of
dividends and other distributions to shareholders in accordance with
the procedures prescribed in the Trust's Registration Statement, with
applicable law, and with such other procedures as may be established by
the Trustees of the Trust;
(y) Provide consultation to the Trust on regulatory matters relating to the
operation of the Trust as requested and coordinate with the Trust's
counsel regarding such matters;
(z) Provide annually copies of the Sub-Administrator's SAS 70 report and
its most recent board approved business continuity plan or summary
thereof with respect to the services provided hereunder;
(aa) Assist counsel to the Trust in the development of policies and
procedures relating to the operation of the Trust;
(bb) Act as liaison to counsel to the Trust and, where applicable, to
counsel to the Trust's independent Trustees;
(cc) Coordinate with Trust counsel in the preparation, review and execution
of contracts between the Trust and third parties, such as the Trust's
investment adviser, transfer agent, and custodian, and record-keepers
or shareholder service providers;
(dd) Assist the Trust in handling and responding to routine regulatory
examinations with respect to records retained or services provided by
the Sub-Administrator, and coordinate with Trust's counsel in
responding to any non-routine regulatory matters with respect to such
matters;
(ee) Review registration statements and proxies prepared by Trust counsel as
such documents relate to or describe services provided by the
Sub-Administrator or one of its affiliates;
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(ff) Prepare registration statement supplements for review by Trust counsel
and file registration statement supplements after such review;
(gg) Provide such fund accounting, financial and other reports in connection
with quarterly meetings of the Board of Trustees as the Board may
reasonably request, including, without limitation, monthly brokerage
commission reports and monthly sales activity reports;
(hh) Provide individuals to serve as ministerial officers of the Trust, as
requested;
(ii) Coordinate with Trust's counsel on filing of the Trust's registration
statements and proxy statements, and coordinate printing and delivery
of the Trust's prospectuses and proxy statements;
(jj) Coordinate the Trust's Board of Trustees' schedule, agenda and
production of Board meeting materials, and attend Board meetings (if
requested);
(kk) Handle blue sky matters, including coordinating as necessary the
registration or qualification of shares of the Trust with appropriate
state securities authorities;
(ll) Monitor each Portfolio's compliance with the requirements of Subchapter
M of the Internal Revenue Code with respect to its status as a
regulated investment company;
(mm) Prepare such reports, applications and documents (including reports
regarding the sale and redemption of Shares as may be required in
order to comply with Federal and state securities law) as may be
necessary or desirable to register the Trust's shares with state
securities authorities, monitor sale of Trust shares for compliance
with state securities laws, and file with the appropriate state
securities authorities the registration statements and reports for the
Trust and the Trust's shares and all amendments thereto, as may be
necessary or convenient to register and keep effective the Trust and
the Trust's shares with state securities authorities to enable the
Trust to make a continuous offering of its shares;
(nn) Sub-Administrator may provide secondary, post-trade (T+2 or later)
compliance testing with respect to certain applicable Trust investment
policies and guidelines and regulatory limitations. Such testing is
limited to information that is readily available to the
Sub-Administrator and capable of being monitored in accordance with
Sub-Administrator's standard systems and procedures. Sub-Administrator
shall not be liable for compliance violations arising from an adviser's
or sub-adviser's failure to ensure that the Trust's investments comply
with applicable investment policies and regulations;
(oo) Develop and prepare communications to shareholders for review and
comment by Trust counsel (including the annual report to shareholders,
exclusive of management's discussion of fund performance), coordinate
mailing prospectuses, notices, proxy statements, proxies and other
reports to Trust shareholders, and supervise and facilitate the
solicitation of proxies solicited by the Trust for all shareholder
meetings, including tabulation process for shareholder meetings;
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(pp) Provide data for year-end 1099's and supplemental tax letters;
(qq) Manage the Trust's proxy solicitation process, including evaluating
proxy distribution channels, coordinating with outside service provider
to distribute proxies, track shareholder responses and tabulate voting
results, and managing the proxy solicitation vendor if necessary;
(rr) Mail or engage a mail house to mail the Trust's annual privacy notice;
and
(ss) Perform any other services not addressed in this Schedule A for the
Trust as the parties may agree to from time to time.
[END OF SCHEDULE A]
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SCHEDULE B
TO THE SUB-ADMINISTRATION AGREEMENT
DATED AS OF DECEMBER 1, 2005
BETWEEN
HIGHMARK CAPITAL MANAGEMENT INC.
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
Portfolios: This Agreement shall apply with respect to all Portfolios of the
Trust, either now existing or created after the date of this Agreement,
including HighMark International Opportunities Fund and HighMark Small Cap
Advantage Fund which have been registered with the Securities and Exchange
Commission but not yet publicly offered. The following is a listing of the
current publicly offered portfolios of the Trust (collectively, the
"Portfolios"):
1. HighMark 100% US Treasury Money Market Fund
2. HighMark California Tax-Free Money Market Fund
3. HighMark Diversified Money Market Fund
4. HighMark US Government Money Market Fund
5. HighMark Balanced Fund
6. HighMark Core Equity Fund
7. HighMark Large Cap Growth Fund
8. HighMark Large Cap Value Fund
9. HighMark Small Cap Growth Fund
10. HighMark Small Cap Value Fund
11. HighMark Value Momentum Fund
12. HighMark Bond Fund
13. HighMark California Intermediate Tax-Free Bond Fund
14. HighMark National Intermediate Tax-Free Bond Fund
15. HighMark Short Term Bond Fund
16. HighMark Capital Growth Allocation Fund
17. HighMark Growth and Income Allocation Fund
18. HighMark Income Plus Allocation Fund
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Fees: Pursuant to Article 4, HighMark shall pay the
Sub-Administrator the following fees, at the annual rate set
forth below calculated daily based upon the aggregate average
daily net assets of the Trust (the "Assets") and paid monthly:
0.04% of the first $10 billion in Assets; and
0.035% of Assets in excess of $10 billion.
This fee schedule is subject to a minimum annual fee of $2,800,000,
which is $233,333 monthly for all Portfolios and classes in existence as of the
effective date of this Agreement. Additionally, a minimum sub-administration fee
("Minimum Fee") shall apply in the following circumstances. Currently, there are
a total of 43 share classes for all Trust portfolios. In the event a share class
is added to a Portfolio after the Trust has a total of 47 share classes, a
Minimum Fee of $10,000 shall apply to each additional share class, to be
allocated pro-rata among all share classes of the Portfolio. In the event a new
Portfolio is created AND publicly offered after the effective date of this
Agreement (a "New Portfolio"), a Minimum Fee of $55,000 shall apply to each New
Portfolio including one share class. In the event a New Portfolio has more than
one share class, and the total share classes for the Trust have reached a total
of 47, the Minimum Fee applicable to the New Portfolio shall be increased by
$10,000 for each additional share class, which shall be allocated pro-rata among
all share classes of the New Portfolio. A Minimum Fee for any Portfolio shall
not apply in any month in which the Minimum Fee with respect to such Portfolio
would be less than an amount equal to the assets of such Portfolio otherwise
subject to the Minimum Fee times 0.04%.
TRANSFER AGENCY FEES: The Sub-Administrator will pay for the per
account and CUSIP fees charged by the Trust's transfer agent related to the
Portfolios up to but not to exceed $950,000per year. The Sub-Administrator shall
not be responsible for any other transfer agency expenses, including, but not
limited to, any out-of-pocket expenses.
For any New Portfolio or new share class of either existing or new
portfolios established and offered to the public during the term of this
Agreement (as those terms are defined above), the Trust will be charged a fee in
accordance with the effective fee schedule in place with the transfer agent at
that time. The undertaking by the Sub-Administrator to pay certain transfer
agency expenses as noted above shall not affect the allocation methodology of
transfer agency expenses applied by the Trust: that is, any transfer agency fee
incurred by a New Portfolio or new share class (whether of a portfolio existing
as of the date of this Schedule B, or a new portfolio), including but not
limited to any applicable minimum fee, shall be allocated pro rata among all of
the then existing Fund portfolios, based on their respective net assets.
LEGAL FEES: The Sub-Administrator will be responsible for routine legal
expenses incurred by the Trust and the Portfolios in excess of $250,000 but less
than $350,000 per year. The Trust will be responsible for (i) non-routine legal
expenses, (ii) routine legal expenses up to $250,000 per year and (iii) routine
legal expenses in excess of $350,000 per year. Routine legal expenses include
annual updates to the Trust's registration statement and supplements as
necessary; review of annual and semi-annual reports; board meeting attendance
and preparation of minutes; annual trustee, officer and service provider
questionnaires; annual review of
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investment advisory agreements; anti-money laundering and Xxxxxxxx-Xxxxx related
issues; establishment of new portfolios (up to two separate filings); and
proxies related to affiliated portfolio mergers and acquisitions and investment
policy changes that do not involve special circumstances (up to one filing per
year)
Term: This Agreement shall become effective on December 1, 2005 and
shall remain in effect through December 31, 2006 ("Initial
Term") and, thereafter, for successive terms of one (1) year
each (each a "Renewal Term"), unless and until this Agreement
is terminated in accordance with the provisions of Article 6
hereof.
[END OF SCHEDULE B]
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